Blueprint
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
[
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OR
[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended: June 30, 2017
OR
[
]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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OR
[
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ___
For the transition period from ___ to___
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Commission file number: 001-2919
Cresud SOCIEDAD ANONIMA COMERCIAL INMOBILIARIA FINANCIERA Y
AGROPECUARIA
(Exact name of Registrant as specified in its charter
Cresud INC.
(Translation of Registrant’s name into English)
Republic of Argentina
(Jurisdiction of incorporation or organization)
Moreno 877, 23 Floor,
(C1091AAQ) City of Buenos Aires, Argentina
(Address of principal executive offices)
Matías Gaivironsky
Chief Financial and Administrative Officer
Tel +(5411) 4323-7449 – finanzas@cresud.com.ar
Moreno 877, 24 Floor,
(C1091AAQ) City of Buenos Aires, Argentina
(Name, Telephone, E-mail and/or Facsimile number and Address of
Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b)
of the Act:
Title of each class
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Name of each exchange on which registered
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American Depositary Shares, each representing
ten shares of Common Stock
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Nasdaq National Market of the
Nasdaq Stock Market
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Common Stock, par value one Peso per share
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Nasdaq National Market of the
Nasdaq Stock Market*
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*
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Not for
trading, but only in connection with the registration of American
Depositary Shares, pursuant to the requirements of the Securities
and Exchange Commission.
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Securities registered or to be registered pursuant to Section 12(g)
of the Act: None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the period covered by the
annual report: 501,642,804.
Indicate
by check mark if the registrant is a well known seasoned issuer, as
defined in Rule 405 of the Securities Act
☐
Yes ☒ No
If this
report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section
13 or 15 (d) of the Securities Exchange Act of 1934.
☒
Yes ☐ No
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Date File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required
to submit and post such files).
☐
Yes ☒ No
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule
12b-2 of the Exchange Act. (check one):
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Emerging growth company
☐
If
an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
†The
term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5,
2012.
Indicate
by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this
filing:
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U.S.
GAAP
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☐
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International
Financial Reporting Standards as issued by the International
Accounting Standards Board
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☒
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Other
☐
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If
“Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the
registrant has elected to follow.
☐
Item 17 ☐ Item 18
If this
is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
☐
Yes ☒ No
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 23 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by the court. Yes ☐ No ☐
Please send copies of notices and communications from the
Securities and Exchange Commission to:
Carolina
Zang
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David
Williams
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Jaime
Mercado
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Zang
Vergel & Viñes Abogados
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Simpson
Thacher & Bartlett LLP
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Florida
537 piso 18º
C1005AAK
Buenos Aires, Argentina.
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425
Lexington Avenue
New
York, NY 10019
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TABLE OF CONTENTS
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Page No.
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Disclosure Regarding Forward-Looking Information
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ii
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Certain Measures and Terms
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ii
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Presentation of Financial and Certain Other
Information
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iii
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Market Data
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iv
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Part I
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1
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Item 1. Identity of Directors, Senior Management and
Advisers
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1
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Item 2. Offer Statistics and Expected Timetable
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1
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Item 3. Key Information
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1
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A. Selected Consolidated Financial Data
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1
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B. Capitalization and Indebtedness
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10
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C. Reasons for the Offer and Use of Proceeds
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10
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D. Risk Factors
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11
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Item 4. Information on the Company
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74
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A. History and Development of the Company
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74
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B. Business Overview
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89
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C. Organizational Structure
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180
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D. Property, Plants and Equipment
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181
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Item 4A. Unresolved Staff Comments
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184
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Item 5. Operating and Financial Review and Prospects
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184
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A. Consolidated Operating Results
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184
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B. Liquidity and Capital Resources
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268
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C. Research and Developments, Patents and Licenses
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275
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D. Trend Information
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276
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E. Off-Balance Sheet Arrangements
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279
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F. Tabular Disclosure of Contractual Obligations
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279
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G. Safe Harbor
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279
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Item 6. Directors, Senior Management and Employees
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279
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A. Directors and Senior Management
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279
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B. Compensation
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283
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C. Board Practices
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285
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D. Employees
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286
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E. Share Ownership
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287
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Item 7. Major shareholders and related party
transactions
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288
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A. Major Shareholders
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288
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B. Related Party Transactions
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289
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C. Interests of Experts and Counsel
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293
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Item 8. Financial Information
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293
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A. Audited Consolidated Statements and Other Financial
Information
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293
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B. Significant Changes
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299
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Item 9. The Offer and Listing
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299
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A. Offer and Listing Details
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299
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B. Plan of Distribution
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301
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C. Markets
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301
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D. Selling Shareholders
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302
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E. Dilution
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302
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F. Expenses of the Issue
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302
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Item 10. Additional Information
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303
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A. Share Capital
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303
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B. Memorandum and Articles of Association
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303
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C. Material Contracts
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308
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D. EXCHANGE CONTROLS
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308
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E. Taxation
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312
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F. Dividends and Paying Agents
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318
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G. Statement by Experts
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318
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H. Documents on Display
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318
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I. Subsidiary Information
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318
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Item 11. Quantitative and Qualitative Disclosures about Market
Risk
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318
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Item 12. Description of Securities Other than Equity
Securities
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318
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Part II
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320
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Item 13. Defaults, Dividend Arrearages and
Delinquencies
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320
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Item 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds
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320
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Item 15. Controls and Procedures
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320
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A. Disclosure Controls and Procedures
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320
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B. Management´s Annual Report on Internal Control Over
Financial Reporting
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320
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C. Attestation Report of the Registered Public Accounting
Firm
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320
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D. Changes in Internal Control Over Financial
Reporting
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320
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Item 16. Reserved
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321
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Item 16A. Audit Committee Financial Expert
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321
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Item 16B. Code of Ethics
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321
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Item 16C. Principal Accountant Fees and Services
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321
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Item 16D. Exemption from the Listing Standards for Audit
Committees
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322
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Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers
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322
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Item 16F. Change in Registrant’s Certifying
Accountant
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323
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Item 16G. Corporate Governance
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323
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Item 16H. Mine Safety Disclosures
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324
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Part III
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325
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Item 17. Financial Statements
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325
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Item 18. Financial Statements
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325
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Item 19. Exhibits
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325
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DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION
The
U.S. Private Securities Litigation Reform Act of 1995 provides a
“safe harbor” for forward-looking
statements.
This
annual report includes forward-looking statements, principally
under the captions “Summary,” “Item 3.D. Risk
Factors,” “Item 4. Information on the Company”
and “Item 5. Operating and Financial Review and
Prospects.” We have based these forward-looking statements
largely on our current beliefs, expectations and projections about
future events and financial trends affecting our business. Many
important factors, in addition to those discussed elsewhere in this
annual report, could cause our actual results to differ
substantially from those anticipated in our forward-looking
statements, including, among other things:
Factors
that could cause actual results to differ materially and adversely
include but are not limited to:
●
changes in general
economic, financial, business, political, legal, social or other
conditions in Argentina, Brazil, or elsewhere in Latin America or
in Israel or changes in developed or emerging markets;
●
changes in capital
markets in general that may affect policies or attitudes toward
lending to or investing in Argentina or Argentine companies,
including volatility in domestic and international financial
markets;
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inflation and
deflation;
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fluctuations in
prevailing interest rates;
●
increases in
financing costs or our inability to obtain additional financing on
attractive terms, which may limit our ability to fund existing
operations and to finance new activities;
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current and future
government regulation and changes in law or in the interpretation
by Argentine courts of the recently adopted Civil and Commercial
Code, among others;
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adverse legal or
regulatory disputes or proceedings;
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fluctuations and
declines in the aggregate principal amount of Argentine public debt
outstanding;
●
government
intervention in the private sector and in the economy, including
through nationalization, expropriation, labor regulation or other
actions;
●
restrictions on
transfer of foreign currencies and other exchange
controls;
●
increased
competition in the shopping mall sector, office or other commercial
properties and related industries;
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potential loss of
significant tenants at our shopping malls, offices or other
commercial properties;
●
our ability to take
advantage of opportunities in the real estate market of Argentina
or Israel on a timely basis;
●
restrictions on
energy supply or fluctuations in prices of utilities in the
Argentine market;
●
our ability to meet
our debt obligations;
●
shifts in consumer
purchasing habits and trends;
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technological
changes and our potential inability to implement new
technologies;
●
deterioration in
regional, national or global businesses and economic
conditions;
●
incidents of
government corruption that adversely impact the development of our
real estate projects.
●
fluctuations and
declines in the exchange rate of the Peso and the NIS against other
currencies;
●
risks related to
our investment in Israel; and
●
the risk factors
discussed under “Item 3.D. Risk Factors.”
You can
identify forward-looking statements because they contain words such
as “believes,” “expects,”
“may,” “will,” “should,”
“seeks,” “intends,” “plans,”
“estimates,” “anticipates,”
“could,” “target,” “projects,”
“contemplates,” “believes,”
“estimates,” “potential,”
“continue” or similar expressions.Forward-looking
statements include information concerning our possible or assumed
future results of operations, business strategies, financing plans,
competitive position, industry environment, potential growth
opportunities, the effects of future regulation and the effects of
competition. Forward-looking statements speak only as of the date
they were made, and we undertake no obligation to update publicly
or to revise any forward-looking statements after we distribute
this annual report because of new information, future events or
other factors. In light of the risks and uncertainties described
above, the forward-looking events and circumstances discussed in
this annual report might not occur and are not guarantees of future
performance.
As of
June 30, 2017, the Company has established two operations centers
to manage its global business, which we refer to in this annual
report as the “Operation Center in Argentina” and the
“Operation Center in Israel.”
You
should not place undue reliance on such statements which speak only
as of the date that they were made. These cautionary statements
should be considered in connection with any written or oral
forward-looking statements that we might issue in the
future.
CERTAIN MEASURES AND TERMS
As used
throughout this annual report, the terms
“Cresud,”“Company,” “we,”
“us,” and “our” refer to Cresud Sociedad
Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria,
together with our consolidated subsidiaries, except where we make
clear that such terms refer only to the parent
company.
References
to “Tons,” “tons” or “Tns.” are
to metric tons, to “kgs” are to kilograms, to
“ltrs” are to liters, “Hct” are to
hectares, “m2” and “square meters” are to
square meters, while in the United States and certain other
jurisdictions, the standard measure of area is the square foot
(sq.ft). A metric ton is equal to 1,000 kilograms. A kilogram is
equal to approximately 2.2 pounds. A metric ton of wheat is equal
to approximately 36.74 bushels. A metric ton of corn is equal to
approximately 39.37 bushels. A metric ton of soybean is equal to
approximately 36.74 bushels. A square meter is equal to 10.77 sq.
ft. One gallon is equal to 3.7854 liters. One hectare is equal to
approximately 2.47 acres and 10,000 square meters. One square meter
is equal to approximately 10.764 square feet. One kilogram of live
weight cattle is equal to approximately 0.5 to 0.6 kilogram of
carcass (meat and bones).
As used
herein: “GLA or gross leasable area,” in the case of
shopping malls, refers to the total leasable area of the property,
regardless of our ownership interest in such property (excluding
common areas and parking and space occupied by supermarkets,
hypermarkets, gas stations and co-owners, except where specifically
stated).
PRESENTATION OF FINANCIAL AND CERTAIN OTHER
INFORMATION
FINANCIAL STATEMENTS
This
annual report contains our Audited Consolidated Financial
Statements as of June 30, 2017 and 2016 for our fiscal years ended
June 30, 2017, 2016 and 2015 (our “Audited Consolidated
Financial Statements”). Our Audited Consolidated Financial
Statements included elsewhere herein have been audited by Price
Waterhouse & Co S.R.L. City of Buenos Aires, Argentina, member
of PriceWaterhouseCoopers International Limited, an independent
registered public accounting firm whose report is included
herein.
Pursuant
to Resolution No. 562/09 issued by the Argentine Comisión
Nacional de Valores (“CNV”), as subsequently amended by
Resolution No. 576/10, and further amended and restated by
Resolution No. 622/13 (the “CNV Rules”), all listed
companies in Argentina with certain exceptions (i.e. financial
institutions and insurance entities) were required to present their
consolidated financial statements for accounting periods beginning
on or after January 1, 2012 in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”).
Therefore, in 2013 we prepared for the first time our Consolidated
Financial Statements under IFRS for our financial year ended June
30, 2013, which included comparative financial information for the
year ended June 30, 2012. All IFRS issued by the IASB effective at
the time of preparing the Audited Consolidated Financial Statements
have been applied. The opening IFRS statement of financial position
was prepared as of our transition date of July 1,
2011.
IDB
Development Ltd.’s (“IDBD”) fiscal year ends on
December 31 each year and Cresud’s fiscal year ends on June
30. Furthermore, IDBD’s quarterly and annual reporting follow
the guidelines of Israeli standards, which means that the
information is only available after the applicable statutory terms
in Argentina. Therefore, is not possible to include IDBD’s
quarterly results in its Consolidated Financial Statements to be
filed with the CNV within the applicable statutory terms in
Argentina. The IDBD’s results of operations are consolidated
with a three-month lag, adjusted by the effects of material
transactions that may take place during the reported period. Hence,
IDBD’s results of operations for the 12-month period
beginning April 1, 2016 through March 31, 2017 are included in the
Company’s Consolidated Statement of Comprehensive Income for
the fiscal year ended June 30, 2017, adjusted by such material
transactions occurred between April 1, 2017 and June 30, 2017. In
addition, IDBD’s results of operations for the period
beginning October 11, 2015 (the date the Company obtained control
of IDBD) through March 31, 2016 are included in the Company’s
Consolidated Statement of Comprehensive Income for the fiscal year
ended June 30, 2016, adjusted by such material transactions
occurred between April 1, 2016 and June 30, 2016.
The
Company has established two Operations Centers to manage its global
business, mainly through the following companies:
(i)
remains in current
and non-current assets, as financial assets held for
sale.
(ii)
Corresponds to
Company’s associates, which are hence excluded from
consolidation.
(iii)
Disclosed in groups
of assets and liabilities held for sale.
MARKET DATA
Market
data used throughout this annual report was derived from reports
prepared by unaffiliated third-party sources. Such reports
generally state that the information contained therein has been
obtained from sources believed by such sources to be reliable.
Certain market data which appears herein (including percentage
amounts) may not sum due to rounding.
In this
annual report where we refer to “Peso,”
“Pesos,” or “Ps.” we mean Argentine Pesos,
the lawful currency in Argentina; when we refer to “U.S.
Dollars,” or “US$” we mean United States Dollars,
the lawful currency of the United States of America; when we refer
to “Real,”
“Reals,”
“Rs.” or “R$” we mean Brazilian
Real, the lawful currency
in the Federative Republic of Brazil; when we refer to
“NIS,” we mean New Israeli Shekels, the lawful currency
of Israel; and when we refer to “Central Bank” we mean
the Banco Central de la
República Argentina (Argentine Central
Bank).
Our
functional and presentation currency is the Peso, and accordingly
our financial statements included in this annual report are
presented in Pesos. We have translated some of the Peso amounts
contained in this annual report into U.S. dollars for convenience
purposes only. Unless otherwise specified or the context otherwise
requires, the rate used to convert Peso amounts to U.S. dollars is
the seller exchange rate quoted by Banco de la Nación
Argentina of Ps.16.6300 per US$1.00 for information provided as of
June 30, 2017. The average seller exchange rate for the fiscal year
2017, quoted by Banco de la Nación Argentina was Ps.15.4517.
The U.S. dollar-equivalent information presented in this annual
report is provided solely for the convenience of investors and
should not be construed as implying that the Peso amounts
represent, or could have been or could be converted into, U.S.
dollars at such rates or at any other rate. We have also translated
certain NIS amounts into U.S. dollars at the offer exchange rate
for June 30, 2017 which was NIS 3.4854 per U.S.$1.00. We make no
representation that the Peso, NIS or U.S. dollar amounts actually
represent or could have been or could be converted into U.S.
dollars at the rates indicated, at any particular rate or at all.
See “Item 3 – Key information - Local Exchange Market
and Exchange Rates.”
Certain
numbers and percentages included in this annual report have been
subject to rounding adjustments. Accordingly, figures shown for the
same category presented in various tables or other sections of this
annual report may vary slightly, and figures shown as totals in
certain tables may not be the arithmetic aggregation of the figures
that precede them.
Fiscal years
References
to fiscal years 2017, 2016, 2015, 2014 and 2013 are to our fiscal
years starting on July 1 and ending on June 30 of each
such year.
PART I
Item 1. Identity of Directors, Senior Management and
Advisers
This
item is not applicable.
Item 2. Offer Statistics and Expected Timetable
This
item is not applicable.
Item 3. Key Information
A. SELECTED CONSOLIDATED FINANCIAL DATA
The
following selected consolidated financial data has been derived
from our Audited Consolidated Financial Statements as of the dates
and for each of the periods indicated below. This information
should also be read in conjunction with our Audited Consolidated
Financial Statements included under “Item 8. Financial
Information,” and the discussion in “Item 5. Operating
and Financial Review and Prospects.”
The
selected consolidated statements of income and comprehensive income
data for the years ended June 30, 2017, 2016 and 2015 and the
selected consolidated statements of financial position data as of
June 30, 2017, 2016 and 2015 have been derived from our Audited
Consolidated Financial Statements included in this annual report
which have been audited by Price Waterhouse & Co S.R.L. City of
Buenos Aires, Argentina, member of PriceWaterhouseCoopers
International Limited, an independent registered public accounting
firm.
On
October 11, 2015, we acquired, through our subsidiary IRSA, control
of IDBD. In conformity with IFRS 3, IDBD’s information is
included in our financial statements since the acquisition date,
without affecting the information from previous years. Therefore,
the consolidated financial information for periods after the
acquisition date is not comparable to previous periods. For more
information see “Item 5. Operating and Financial Review and
Prospects—Factors Affecting Comparability of our
Results.”
The
Company’s Board of Directors decided to change the accounting
policy for investment property from cost model to fair value model,
as permitted under IAS 40. The Company considers this change more
reliably reflects the current value of its core assets. The Company
has therefore retroactively recast the previously issued
Consolidated Financial Statements as required by IAS 8. In
addition, the company has recalculated the significant test
determined by the rule 3-09 and there are no significant entities
for the years ended on June 30, 2017, 2016 and 2015.
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For
the fiscal year ended June 30,
|
|
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Consolidated
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
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Revenues
|
4,685
|
77,918
|
34,232
|
5,652
|
4,604
|
3,528
|
Costs
|
(3,416)
|
(56,815)
|
(24,681)
|
(4,615)
|
(3,714)
|
(2,925)
|
Initial recognition
and changes in fair value of biological assets and agricultural
produce at the point of harves
|
131
|
2,176
|
1,639
|
1,347
|
1,188
|
860
|
Changes in net
realizable value of agricultural produce after harves
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(4)
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(74)
|
208
|
(34)
|
(17)
|
12
|
Gross
Profit
|
1,395
|
23,205
|
11,398
|
2,350
|
2,061
|
1,475
|
|
|
|
|
|
|
|
Net gain from fair
value adjustment of investment propertie
|
301
|
5,001
|
17,539
|
4,055
|
4,235
|
3,654
|
Gain / (loss) from
disposal of farmlands
|
17
|
280
|
(2)
|
550
|
90
|
150
|
General and
administrative expenses
|
(256)
|
(4,257)
|
(2,150)
|
(607)
|
(534)
|
(343)
|
Selling
expenses
|
(839)
|
(13,946)
|
(6,035)
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(474)
|
(352)
|
(278)
|
Other operating
results, net
|
(10)
|
(158)
|
(534)
|
(145)
|
(70)
|
(160)
|
Management
fees
|
(12)
|
(200)
|
(119)
|
17
|
(88)
|
(36)
|
Profit
from operation
|
597
|
9,925
|
20,097
|
5,746
|
5,342
|
4,462
|
Share of
(loss)/profit of associates and joint venture
|
10
|
172
|
534
|
(817)
|
(322)
|
90
|
Profit
from operations before financing and taxatio
|
607
|
10,097
|
20,631
|
4,929
|
5,020
|
4,552
|
Finance
income
|
72
|
1,199
|
1,482
|
246
|
290
|
202
|
Finance
cost
|
(571)
|
(9,492)
|
(7,448)
|
(1,685)
|
(2,852)
|
(1,125)
|
Other Financial
results
|
184
|
3,068
|
(158)
|
149
|
(12)
|
15
|
Financial results,
net
|
(314)
|
(5,225)
|
(6,124)
|
(1,290)
|
(2,574)
|
(908)
|
Profit
before income tax
|
293
|
4,872
|
14,507
|
3,639
|
2,446
|
3,644
|
Income tax
expense
|
(172)
|
(2,862)
|
(5,833)
|
(1,396)
|
(1,090)
|
(1,219)
|
Profit
for the year from continuing operatio
|
121
|
2,010
|
8,674
|
2,243
|
1,356
|
2,425
|
Profit from
discontinued operations after income tax
|
181
|
3,018
|
444
|
-
|
-
|
-
|
Profit
for the year
|
302
|
5,028
|
9,118
|
2,243
|
1,356
|
2,425
|
|
|
|
|
|
|
|
Profit
from continuing operations attributable to
|
|
|
|
|
|
|
Equity holders of
the parent
|
43
|
718
|
5,167
|
954
|
641
|
1,435
|
Non-controlling
interest
|
78
|
1,292
|
3,507
|
1,289
|
715
|
990
|
|
|
|
|
|
|
|
Profit
for the year attributable to
|
|
|
|
|
|
|
Equity holders of
the parent
|
91
|
1,511
|
5,167
|
954
|
641
|
1,435
|
Non-controlling
interest
|
211
|
3,517
|
3,951
|
1,289
|
715
|
990
|
|
|
|
|
|
|
|
|
|
For the fiscal year ended June 30,
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Comprehensive Incom
|
|
|
|
|
|
|
Profit for the
year
|
302
|
5,028
|
9,118
|
2,243
|
1,356
|
2,425
|
Other
comprehensive income
|
|
|
|
|
Items
that may be reclassified subsequently to profit or
loss
|
|
|
|
|
|
|
Currency
translation adjustmen
|
285
|
4,733
|
5,239
|
(445)
|
1,268
|
183
|
Change in the fair
value of hedging instruments net of income taxe
|
4
|
73
|
3
|
-
|
-
|
-
|
Items
that may not be reclassified subsequently to profit or
loss
|
|
|
|
|
|
|
Actuarial loss from
defined benefit plan
|
(1)
|
(10)
|
(29)
|
-
|
-
|
-
|
Other
comprehensive income / (loss) for the year from continuing
operation
|
288
|
4,796
|
5,213
|
(445)
|
1,268
|
183
|
Other
comprehensive income / (loss) for the year from discontinued
operation
|
34
|
560
|
(194)
|
-
|
-
|
-
|
Other
comprehensive income / (loss) for the yea
|
322
|
5,356
|
5,019
|
(445)
|
1,268
|
183
|
Total
comprehensive income for the yea
|
624
|
10,384
|
14,137
|
1,798
|
2,624
|
2,608
|
Total
comprehensive income for the year from continuing
operation
|
409
|
6,806
|
13,887
|
1,798
|
2,624
|
2,608
|
Total comprehensive
income for the year from discontinued operation
|
215
|
3,578
|
250
|
-
|
-
|
-
|
Total
comprehensive income forthe yea
|
624
|
10,384
|
14,137
|
1,798
|
2,624
|
2,608
|
|
|
|
|
|
|
|
Total
comprehensive income for the year from continuing operations
attributable to
|
|
|
|
|
|
|
Equity holders of
the parent
|
19
|
322
|
5,465
|
760
|
997
|
913
|
Non-controlling
interest
|
390
|
6,484
|
8,422
|
1,038
|
1,627
|
1,695
|
Total
comprehensive income for the year attributable to
|
|
|
|
|
|
|
Equity holders of
the parent
|
157
|
2,603
|
5,715
|
760
|
997
|
913
|
Non-controlling
interest
|
468
|
7,781
|
8,422
|
1,038
|
1,627
|
1,695
|
|
|
|
|
|
|
|
|
|
For the fiscal year ended June 30,
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOW DATA
|
|
|
|
|
|
|
Net cash generated
from operating activities
|
556
|
9,241
|
4,080
|
512
|
884
|
687
|
Net cash (used in)
/ generated from investing activities
|
(145)
|
(2,415)
|
8,627
|
855
|
(886)
|
(131)
|
Net cash generated
from /(used in) financing activities
|
115
|
1,910
|
(4,495)
|
(1,777)
|
(447)
|
(17)
|
|
As
of fiscal year ended June 30,
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Financial Position
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Non-Current
Assets
|
|
|
|
|
|
|
Investment
properties
|
6,025
|
100,189
|
82,505
|
19,306
|
16,081
|
12,867
|
Property, plant and
equipment
|
1,873
|
31,150
|
26,801
|
2,213
|
2,510
|
1,895
|
Trading
properties
|
273
|
4,534
|
4,733
|
143
|
134
|
98
|
Intangible
assets
|
748
|
12,443
|
11,814
|
176
|
175
|
218
|
Biological
assets
|
40
|
671
|
497
|
346
|
302
|
192
|
Investments in
joint ventures and associates
|
495
|
8,227
|
17,175
|
3,190
|
2,704
|
1,750
|
Deferred income tax
assets
|
98
|
1,631
|
1,249
|
654
|
516
|
143
|
Income tax
credit
|
14
|
229
|
173
|
161
|
177
|
199
|
Restricted
assets
|
32
|
528
|
129
|
4
|
51
|
55
|
Trade and other
receivables
|
328
|
5,456
|
3,773
|
427
|
475
|
291
|
Financial assets
and other assets held for sale
|
374
|
6,225
|
3,346
|
-
|
-
|
-
|
Investment in
financial
assets
|
107
|
1,772
|
2,226
|
623
|
275
|
253
|
Derivative
financial instruments
|
2
|
31
|
8
|
208
|
-
|
25
|
Employee
benefits
|
-
|
-
|
4
|
-
|
-
|
-
|
Total
Non-Current
Assets
|
10,408
|
173,086
|
154,433
|
27,451
|
23,400
|
17,986
|
Current
Assets
|
|
|
|
|
|
|
Trading
properties
|
75
|
1,249
|
241
|
3
|
5
|
12
|
Biological
assets
|
34
|
559
|
552
|
180
|
266
|
133
|
Inventories
|
303
|
5,036
|
3,900
|
511
|
440
|
252
|
Restricted
assets
|
33
|
541
|
748
|
607
|
-
|
1
|
Income tax
credit
|
20
|
340
|
541
|
31
|
20
|
6
|
Financial assets
and other assets held for sale
|
141
|
2,337
|
1,256
|
-
|
1,648
|
-
|
Trade and other
receivables
|
1,103
|
18,336
|
14,158
|
1,773
|
1,438
|
1,446
|
Investment in
financial
assets
|
713
|
11,853
|
9,673
|
504
|
495
|
385
|
Derivative
financial instruments
|
4
|
65
|
53
|
30
|
33
|
42
|
Cash and cash
equivalents
|
1,525
|
25,363
|
14,096
|
634
|
1,003
|
1,048
|
Groups of assets
held for sale
|
161
|
2,681
|
-
|
-
|
-
|
-
|
Total
Current
Assets
|
4,111
|
68,360
|
45,218
|
4,273
|
5,348
|
3,325
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
14,519
|
241,446
|
199,651
|
31,724
|
28,748
|
21,311
|
|
As
of fiscal year ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY
|
|
|
|
|
|
|
Capital
and Reserves Attributable toEquity Holders of the
Parent
|
|
|
|
|
|
|
Share
capital
|
30
|
499
|
495
|
495
|
491
|
497
|
Treasury
shares
|
-
|
3
|
7
|
7
|
10
|
5
|
Share
warrants
|
-
|
-
|
-
|
-
|
106
|
106
|
Inflation
adjustment of share capital and treasury shares
|
4
|
65
|
65
|
65
|
65
|
65
|
Share
premium
|
40
|
659
|
659
|
659
|
773
|
773
|
Additional paid-in
capital from treasury shares
|
1
|
20
|
16
|
13
|
-
|
-
|
Legal
reserve
|
5
|
83
|
83
|
-
|
82
|
47
|
Other
reserves
|
150
|
2,496
|
1,299
|
812
|
1,184
|
565
|
Special
reserve
|
91
|
1,516
|
1,516
|
1,516
|
2,150
|
2,211
|
Retained
earnings
|
665
|
11,064
|
9,521
|
4,461
|
2,437
|
1,768
|
Equity
Attributable to equity holders of the parent
|
986
|
16,405
|
13,661
|
8,028
|
7,298
|
6,037
|
Non-controlling
interest
|
1,970
|
32,768
|
23,539
|
6,528
|
5,729
|
4,404
|
TOTAL
SHAREHOLDERS’ EQUITY
|
2,957
|
49,173
|
37,200
|
14,556
|
13,027
|
10,441
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
240
|
3,988
|
2,464
|
666
|
485
|
426
|
Borrowings
|
6,736
|
112,025
|
93,808
|
5,833
|
5,315
|
4,190
|
Deferred income tax
liabilities
|
1,391
|
23,125
|
19,204
|
5,889
|
4,623
|
3,549
|
Derivative
financial instruments
|
5
|
86
|
120
|
270
|
321
|
2
|
Payroll and social
security liabilities
|
8
|
140
|
20
|
5
|
5
|
4
|
Provisions
|
57
|
955
|
547
|
42
|
43
|
33
|
Employee
benefits
|
46
|
763
|
689
|
-
|
-
|
-
|
Total
non-current
liabilities
|
8,484
|
141,082
|
116,852
|
12,705
|
10,792
|
8,204
|
Current
Liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
1,321
|
21,970
|
18,443
|
1,307
|
1,004
|
900
|
Income tax
liabilities
|
49
|
817
|
624
|
142
|
73
|
93
|
Payroll and social
security liabilities
|
136
|
2,254
|
1,856
|
230
|
202
|
121
|
Borrowings
|
1,400
|
23,287
|
23,488
|
2,466
|
2,639
|
1,527
|
Derivative
financial instruments
|
7
|
114
|
147
|
263
|
53
|
9
|
Provisions
|
54
|
894
|
1,041
|
55
|
21
|
16
|
Liabilities
directly associated with assets classified as held for
sale
|
112
|
1,855
|
-
|
-
|
937
|
-
|
Total
current
liabilities
|
3,078
|
51,191
|
45,599
|
4,463
|
4,929
|
2,666
|
TOTAL
LIABILITIES
|
11,562
|
192,273
|
162,451
|
17,168
|
15,721
|
10,870
|
|
|
|
|
|
|
|
TOTAL
SHAREHOLDERS’ EQUITY AND LIABILITIES
|
14,519
|
241,446
|
199,651
|
31,724
|
28,748
|
21,311
|
|
|
|
|
|
|
|
|
|
As of fiscal year ended June 30,
|
|
|
|
|
|
|
|
Other
Financial Data
|
(in
US$, except for percentages, ratios and number of
shares)
|
(in
millions of Ps, except for percentages, ratios, number of shares,
per share and per ADS data)
|
|
|
|
|
|
|
|
Basic net income
per share from continuing operations(2)
|
0.09
|
1.44
|
9.43
|
2.68
|
(2.15)
|
(0.05)
|
Diluted net income
per share from continuing operations (3)
|
0.09
|
1.43
|
9.31
|
2.38
|
(2.15)
|
(0.05)
|
Basic net income
per share from discontinued operations(2)
|
0.10
|
1.60
|
0.27
|
-
|
-
|
-
|
Diluted net income
per share from discontinued operations (3)
|
0.10
|
1.59
|
0.26
|
-
|
-
|
-
|
Basic net income
per ADS (2)(4)
|
0.88
|
14.40
|
94.30
|
26.80
|
(21.50)
|
(0.54)
|
Diluted net income
per ADS (3)(4)
|
0.87
|
14.30
|
93.10
|
23.80
|
(21.50)
|
(0.54)
|
Capital
stock
|
30
|
502
|
502
|
502
|
501
|
502
|
Number of common
shares
|
501,642,804
|
501,642,804
|
501,642,804
|
501,642,804
|
501,562,730
|
501,562,730
|
Weighted –
average number of common shares outstanding
|
497,806,965
|
497,806,965
|
494,991,778
|
492,020,463
|
496,132,488
|
496,561,931
|
Diluted weighted
– average number of common shares (5)
|
500,161,805
|
500,161,805
|
554,375,631
|
554,375,631
|
558,487,656
|
558,917,099
|
Dividends paid
(6)
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
120.00
|
Dividends per
share
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
Dividends per ADS
(4)
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
Depreciation and
amortization
|
292
|
4,857
|
2,164
|
112
|
297
|
280
|
Capital
expenditure
|
399
|
6,629
|
2,483
|
517
|
436
|
1,048
|
Working
capital
|
1,032
|
17,169
|
(381)
|
(190)
|
419
|
659
|
Gross margin
(7)
|
0.28
|
0.29
|
0.32
|
0.34
|
0.36
|
0.34
|
Operating margin
(8)
|
0.12
|
0.12
|
0.56
|
0.82
|
0.92
|
1.02
|
Net margin
(9)
|
0.06
|
0.06
|
0.25
|
0.32
|
0.23
|
0.55
|
Ratio of current
assets to current liabilities (10)
|
1.34
|
1.34
|
0.99
|
0.96
|
1.09
|
1.25
|
Ratio of
shareholders’ equity to total liabilities (11)
|
0.26
|
0.26
|
0.23
|
0.85
|
0.83
|
0.96
|
Ratio of non
current assets to total assets (12)
|
0.72
|
0.72
|
0.77
|
0.87
|
0.81
|
0.84
|
Ratio of
“Return on Equity” – ROE (13)
|
0.12
|
0.12
|
0.35
|
0.16
|
0.12
|
0.31
|
(1)
|
Solely
for the convenience of the reader, we have translated Peso amounts
into U.S. Dollars at the exchange rate quoted by Banco de La
Nación Argentina for June 30, 2017 which was Ps.16.63 per
US$1.00. The average seller
exchange rate for the fiscal year 2017, quoted by Banco de la
Nación Argentina was Ps.15.4517. We make no
representation that the Peso or U.S. Dollar amounts actually
represent, could have been or could be converted into U.S. Dollars
at the rates indicated, at any particular rate or at
all.
|
(2)
|
Basic
net income per share is computed by dividing the net income
available to common shareholders for the period by the weighted
average common shares outstanding during the period.
|
(3)
|
Diluted
net income per share is computed by dividing the net income for the
period by the weighted average number of common shares assuming the
total conversion of outstanding notes and exercise of outstanding
options.
|
(4)
|
Determined
by multiplying per share amounts by ten (one ADS equals ten common
shares).
|
(5)
|
Including all of the treasury shares.
|
(6)
|
The
shareholders’ meeting held in October 2013 approved the
distribution of a cash dividend for an amount of Ps.120 million for
the fiscal year ended June 30, 2013.
|
(7)
|
Gross
profit divided by the sum of revenues and initial recognition and
changes in fair value of biological assets and agricultural produce
at the point of harvest.
|
(8)
|
Operating
income divided by the sum of revenues and initial recognition and
changes in fair value of biological assets and agricultural produce
at the point of harvest.
|
(9)
|
Net
income divided by the sum of revenues and initial recognition and
changes in fair value of biological assets and agricultural produce
at the point of harvest.
|
(10)
|
Current
assets over current liabilities
|
(11)
|
Shareholders’
equity over total liabilities
|
(12)
|
Non-current
assets over total assets
|
(13)
|
Profitability
refers to profit for the year divided by average
Shareholders’ equity.
|
Local Exchange Market and Exchange Rates
Operation Center in Argentina
The
following table shows the maximum, minimum, average and closing
exchange rates for each applicable period to purchases of U.S.
dollars.
|
|
|
|
|
Fiscal year ended
June 30, 2013
|
5.3680
|
4.5650
|
4.9339
|
5.3680
|
Fiscal year ended
June 30, 2014
|
8.0830
|
5.4850
|
6.9333
|
8.0830
|
Fiscal year ended
June 30, 2015
|
9.0380
|
8.1630
|
8.5748
|
9.0380
|
Fiscal year ended
June 30, 2016
|
15.7500
|
9.1400
|
12.2769
|
14.9900
|
Fiscal year ended
June 30, 2017
|
16.5800
|
14.5100
|
15.4017
|
16.5800
|
Month ended
April 30, 2017
|
15.4400
|
15.1400
|
15.3058
|
15.3500
|
Month ended
May 31, 2017
|
16.1350
|
15.2400
|
15.6679
|
16.0500
|
Month ended
June 30, 2017
|
16.5800
|
15.8280
|
16.0728
|
16.5800
|
Month ended
July 31, 2017
|
17.7400
|
16.7500
|
17.1430
|
17.5900
|
Month ended
August 31, 2017
|
17.6730
|
17.0200
|
17.3728
|
17.2600
|
Month ended
September 30, 2017
|
17.5300
|
16.9250
|
17.1888
|
17.2600
|
October 2017
(through October 25, 2017)
|
17.4500
|
17.2850
|
17.3652
|
17.4400
|
Source: Central Bank
(1)
Average between the offer exchange rate and the bid exchange rate
according to Banco de la Nación Argentina “foreign
currency exchange rate,” against Pesos.
(2) The
maximum exchange rate appearing in the table was the highest
end-of-month exchange rate in the year or shorter period, as
indicated.
(3) The
minimum exchange rate appearing in the table was the lowest
end-of-month exchange rate in the year or shorter period, as
indicated.
(4)
Average exchange rates at the end of the period.
Exchange controls
During
2001 and 2015, the Argentine government established a series of
exchange control measures that restricted the free disposition of
funds and the transfer of funds abroad. In 2011, these measures had
significantly curtailed access to the Mercado Único y Libre de
Cambios (“MULC”) by both individuals and private sector
entities. This made it necessary, among other things, to obtain
prior approval from the Central Bank to enter into certain foreign
exchange transactions such as payments relating to royalties,
services or fees payable to related parties of Argentine companies
outside Argentina.
With
the change of government and political environment, in December
2015, one of the first measures taken by the Argentine government
was to lift the main restrictions that limited access to
individuals to the MULC. Through Communication “A” 5850
and later, as the local economy stabilized Communication
“A” 6037, the Central Bank lifted the previous
limitations and allowed unrestricted access to the foreign exchange
market, subject to some requirements, as detailed
below.
Although
most exchange control regulations were lifted on August 2016, some
remain in place and we cannot give you any assurance that
additional exchange control regulations will not be adopted in the
future. Please see “Risk Factors—Risks Relating to
Argentina—Exchange controls, restrictions on transfers abroad
and capital inflow restrictions may limit the availability of
international credit.”
Exchange
controls regulations currently in effect in Argentina include the
following:
Registration Requirements
All
incoming and outgoing funds to and from the MULC and any foreign
indebtedness (financial and commercial) are subject to registration
requirements before the Central Bank for informative purposes, in
accordance with Communication “A” 3602, as
amended.
Corporate profits and dividends
Argentine
companies may freely access the MULC for remittances abroad to pay
earnings and dividends in so far as they arise from closed and
fully audited balance sheets and have satisfied applicable
certification requirements.
Restrictions on foreign indebtedness
Pursuant
to Resolution E 1/2017 of the Ministerio de Hacienda and the
Communication “A” 6150 of the Central Bank, it was
deleted the obligation that required non-residents to perform
portfolio investments in the country intended for the holding of
private sector financial assets to maintain for a period of 120
days of permanence the funds in the country.
As of
that resolution and the provisions of Communication “A”
6244 of the Central Bank, there are no restrictions on entry and
exit in the MULC.
Restrictions on the purchase of foreign currency
Domestic individuals and companies
Communication
“A” 5850 and AFIP Resolution No. 3821 modified and
replaced the prior regimes related to, among others, the purchase
of external assets by Argentine residents—domestic
individuals and companies—for investment purposes and for
travel, tourism and family assistance. The regime currently
applicable is characterized by the following:
●
External assets may
only be acquired by Argentine individuals, legal entities from the
private sector incorporated in Argentina that are not authorized to
trade on the foreign exchange market, assets (patrimonios), and other entities
incorporated in Argentina and local government
agencies.
●
Access to the local
foreign exchange market without requiring prior Central Bank
approval is allowed for an unlimited amount, for all of the
following: real estate investments abroad, loans granted to
non-Argentine residents, Argentine residents’ contributions
of direct investments abroad, portfolio investment of Argentine
individuals abroad, certain other investments abroad of Argentine
residents, portfolio investments of Argentine legal entities
abroad, purchase of foreign currency bills to be held in Argentina,
donations complying certain conditions, as well as purchase of
traveler checks.
●
In the case of
foreign currency sales to Argentine residents for portfolio
investments abroad, the transfer has to be made directly to the
bank account of such Argentine resident, which must be located at
foreign banks or financial institutions that regularly conduct
investment banking activities, which are not incorporated in
countries or territories considered not to be cooperative for
purposes of fiscal transparency in terms of the provisions of
Section 1 of the Decree No. 589/13 and its complementary
provisions, or in countries or territories that do not apply the
recommendations of the Financial Action Task Force, or
“FATF.”
●
The proceeds of the
sale of foreign currency by Argentine residents in the foreign
exchange market for all the items can be credited in a checking or
savings bank account in a local financial institution in the
client’s name or withdrawn by cash.
●
Regarding the
collection for services provided to non-Argentine residents and/or
resulting from the sale of non-produced non-financial assets
exempted from mandatory sale in the foreign exchange
market.
Argentine
residents that receive funds in foreign currency for the payment of
services rendered to non-Argentine residents or for the sale of
non-produced non-financial assets may receive those funds in a
local foreign currency account without exchanging it for Argentine
pesos in the foreign exchange market. Following Communications
“A” 6011 and 6037 of the Central Bank foreign assets
may be acquired for investment purposes by Argentine residents
without limitations. In addition foreign currency may be purchased
through a debit account or through an unlimited cash withdrawal
without limits.
Non-residents
Communication
“A” 6150 dated January 13, 2017 abolished all
restrictions regarding prior approval from the Central Bank,
minimum amounts, or minimum holding periods to repatriate portfolio
investments or direct investments of non-residents.
Restrictions on exports, imports and services
Regarding
exports, in 2016 the Central Bank relaxed certain rules related to
the inflow and outflow of foreign currency collected abroad as a
result of the collection of exports of goods, advance payments, and
pre-export financings, establishing that the deadline to repatriate
to Argentina the foreign currency is 10 years. The prior
10-business day period applicable for the transfer of funds
collected abroad as a result of the collection of exports of goods,
advance payments, and pre-export financings to a correspondent bank
account of a local financial institution (cuenta de corresponsalía) was
eliminated in December 2015. In relation to the export of services,
Communication “A” 6137 the Central Bank eliminated the
obligation to repatriate to Argentina the foreign currency
obtained.
Regarding
imports, access to the foreign exchange market for the payment of
imports with customs clearance date as of December 17, 2015
can be paid through the local foreign exchange market without any
limit. AFIP Regulation No. 3252 published on January 5,
2012 which required importers to file affidavits was eliminated in
December 2015 and the import monitoring system (Sistema Integral de Monitoreo de
Importaciones, or “SIMI” was created, which
established an obligation for importers to submit certain
information electronically. Importers do not have to repatriate the
goods within a specified period (previously this period was 365
calendar days from the date of access to the foreign exchange
market).
Regarding
the payment of services, the access to the foreign exchange market
for payments of services rendered as from December 17, 2015
may be carried out without any limits and without the Central
Bank’s prior authorization.
Direct investments
On
March 4, 2005, the Central Bank issued Communication
“A” 4305 that regulates the reporting system of direct
investments and real estate investments carried out by
non-residents in Argentina and by Argentine residents abroad, which
had been implemented through Communication “A” 4237
dated November 10, 2004.
Direct investments in Argentina of non-Argentine
residents
Non-Argentine
residents must comply with the reporting regime if the value of
their investments in Argentina is equivalent to more than
US$500,000—measured in terms of the net worth of the company
in which they participate or fiscal value of the real estate owned.
If such value is less than US$500,000, compliance with such regime
is optional. According to Communication “A” 4237,
companies in which non-Argentine residents participate and
administrators of real estate of non-Argentine residents must
comply with the reporting regime.
Direct investments made abroad by Argentine residents
Investors
who are Argentine residents must comply with the reporting regime
if the value of their investments abroad is equivalent to more than
US$1,000,000—measured in terms of net worth of the company in
which they participate or the fiscal value of the real estate they
own. If such value is less than the equivalent of US$5,000,000, the
reporting obligation is annual rather than semi-annual. If such
value is less than the equivalent of US$1,000,000, compliance with
such regime is optional.
Future and forward operations
The
Central Bank has significantly amended the foreign exchange
regulations in derivatives by eliminating the restriction on the
execution of cross-border derivative transactions. In August 2016,
the Central Bank introduced new foreign exchange regulations on
derivative transactions which allowed local residents from entering
into derivative transactions with foreign residents. Moreover, the
regulations now provide that Argentine residents may access the
foreign exchange market to pay premiums, post collateral and make
payments related to forwards, futures, options and other
derivatives entered into in foreign exchanges or with non-resident
counterparties.
The
foreign exchange regulations now allow Argentine residents to enter
into derivative transaction with foreign counterparties without the
need for authorization of the Central Bank. They also allow them to
purchase foreign currency to make payments under derivative
transactions.
For
further details regarding the exchange regulations applicable in
Argentina, investors should consult their professional advisers and
read the full text of the above cited rules on the website of the
Ministry of Treasury and of the Central Bank.
Operation Center in Israel
The
following table shows the maximum, minimum, average and closing
exchange rates for each period applicable to purchases of New
Israeli Shekels.
|
|
|
|
|
Fiscal year ended
June 30, 2014
|
3.6213
|
3.4320
|
3.5075
|
3.4320
|
Fiscal year ended
June 30, 2015
|
3.9831
|
3.4260
|
3.8064
|
3.7747
|
Fiscal year ended
June 30, 2016
|
3.9604
|
3.7364
|
3.8599
|
3.8596
|
Fiscal year ended
June 30, 2017
|
3.8875
|
3.4882
|
3.6698
|
3.4882
|
Month ended April
30, 2017
|
3.6718
|
3.6218
|
3.6519
|
3.6218
|
Month ended May 31,
2017
|
3.6170
|
3.5402
|
3.5916
|
3.5402
|
Month ended June
30, 2017
|
3.5562
|
3.4882
|
3.5291
|
3.4882
|
Month ended July
31, 2017
|
3.5789
|
3.5071
|
3.5507
|
3.5616
|
Month ended August
31, 2017
|
3.6269
|
3.5627
|
3.5992
|
3.5835
|
Month ended
September 30, 2017
|
3.5736
|
3.4943
|
3.5318
|
3.5340
|
October 2017
(through October 25, 2017)
|
3.5373
|
3.4868
|
3.5065
|
3.5088
|
Source: Bloomberg
(1)
Average between the offer exchange rate and the bid exchange rate
of the New Israeli Shekel against the U.S. dollar.
(2) The
maximum exchange rate appearing in the table was the highest
end-of-month exchange rate in the year or shorter period, as
indicated.
(3) The
minimum exchange rate appearing in the table was the lowest
end-of-month exchange rate in the year or shorter period, as
indicated.
(4)
Average exchange rates at the end of the month.
B. CAPITALIZATION AND INDEBTEDNESS
This
section is not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
This
section is not applicable.
D. RISK FACTORS
You
should carefully consider the risks described below, in addition to
the other information contained in this annual report, before
making an investment decision. We also may face additional risks
and uncertainties not currently known to us, or which as of the
date of this annual report we might not consider significant, which
may adversely affect our business. In general, you take more risk
when you invest in securities of issuers in emerging markets such
as Argentina than when you invest in securities of issuers in the
United States, and certain other markets. You should understand
that an investment in our common shares and American Depositary
Shares (“ADSs”) involves a high degree of risk,
including the possibility of loss of your entire
investment.
Operations Center in Argentina
Risks Relating to Argentina
As of
the date of this annual report, most of our operations, property
and customers from our Operations Center in Argentina are located
in Argentina. As a result, the quality of our assets, our financial
condition and the results of our operations from our Operations
Center in Argentina are dependent upon the macroeconomic,
regulatory, social and political conditions prevailing in Argentina
from time to time. These conditions include growth rates, inflation
rates, exchange rates, taxes, foreign exchange controls, changes to
interest rates, changes to government policies, social instability,
and other political, economic or international developments either
taking place in, or otherwise affecting, Argentina.
Economic and political instability in Argentina may adversely and
materially affect our business, results of operations and financial
condition.
The
Argentine economy has experienced significant volatility in recent
decades, characterized by periods of low or negative growth, high
levels of inflation and currency depreciation, and may experience
further volatility in the future.
During
2001 and 2002, Argentina went through a period of severe political,
economic and social crisis. Among other consequences, the crisis
resulted in Argentina defaulting on its foreign debt obligations,
introducing emergency measures and numerous changes in economic
policies that adversely affected most sectors of the economy,
particularly utilities, financial institutions, and industrial
companies. The Argentine Peso also was subjected to significant
real devaluation and depreciation, which resulted in many Argentine
private sector debtors with foreign currency exposure to default on
their outstanding debt. Following that crisis, Argentine GDP grew
8.9% in 2005, 8.0% in 2006 and 9.0% in 2007. During 2008 and 2009,
however, the Argentine economy suffered a slowdown attributed to
local and external factors, including an extended drought affecting
agricultural activities, and the effects of the global economic
crisis. Real GDP growth recovered in 2010 and 2011 to 10.1% and
6.0%, respectively. However, GDP contracted 1.0% in 2012 and then
grew by 2.4% in 2013. In 2014, economic again contracted by 2.5%.
The Argentine economy has remained under pressure in recent years
with GDP expanding 2.6% in 2015 and contracting 2.3% in 2016
according to data reported by the National Institute of Statistics
(Instituto Nacional de
Estadisticas y Censos), or “INDEC.”
Presidential
and Congressional elections in Argentina were held on
October 25, 2015, and a runoff election between the two
leading Presidential candidates was held on November 22, 2015,
which resulted in Mr. Mauricio Macri being elected President
of Argentina. The Macri administration assumed office on
December 10, 2015. Since taking office, the new administration
has announced a policy agenda aimed at adopting measures that are
market friendly and designed to ensure long-term macroeconomic
performance including reducing the fiscal deficit, eliminating
restrictions on capital flows and access to the exchange rate
market, correcting energy and transport prices and obtaining
financing through the capital markets.
The
Macri administration has adopted the following key economic and
policy reforms.
●
INDEC reforms. President Macri
appointed Mr. Jorge Todesca, previously a director of a
private consulting firm, as head of the INDEC. On January 8,
2016, the Argentine government declared a state of administrative
emergency relating to the national statistical system and the
INDEC, until December 31, 2016. During 2016, the INDEC
implemented certain methodological reforms and adjusted certain
macroeconomic statistics on the basis of these reforms. Following
the declared emergency, the INDEC ceased publishing statistical
data until a rearrangement of its technical and administrative
structure is finalized. During the course of implementing these
reforms, however, INDEC has used official Consumer Price Index, or
“CPI,” figures and other statistical information
published by the Province of San Luis and the City of Buenos Aires.
On June 29, 2016, the INDEC published revised GDP data for the
years 2004 through 2015. On August 31, 2016, the IMF Executive
Board met to consider the progress made by Argentina in improving
the quality of official GDP and CPI data and noted the important
progress made in strengthening the accuracy of Argentina’s
statistics. On November 10, 2016, the IMF lifted the existing
censure on Argentina regarding these data.
●
Agreement with holdout creditors. The
Argentine government has reached agreements with substantially all
of the holdout bondholders who had not previously participated in
Argentina’s sovereign debt restructurings (in terms of
claims) and regained access to the international capital markets,
issuing several new series of sovereign bonds since President Macri
took office.
●
Foreign exchange reforms. In addition,
the Macri administration eliminated a significant portion of
foreign exchange restrictions, including certain currency controls,
that were imposed under the Kirchner administration. On
August 9, 2016, the Central Bank issued Communication
“A” 6037 which substantially changed the existing legal
framework and eliminated certain restrictions limiting access to
the foreign exchange market MULC. The principal measures adopted as
of the date of this annual report include:
i.
the reestablishment
of Argentine residents’ rights to purchase and remit foreign
currency outside of Argentina without limit and without specific
allocation (atesoramiento);
ii.
the elimination of
the mandatory, non-transferable and non-interest bearing deposit
previously required in connection with certain transactions
involving foreign currency inflows by reducing the amount of the
deposits from 30% to 0%;
iii.
the elimination of
the requirement to transfer and settle the proceeds from new
foreign financial indebtedness incurred by the foreign financial
sector, the non-financial private sector and local governments
through the MULC; and
iv.
the elimination of
the requirement that proceeds from debt issuances abroad must be
maintained undistributed for a minimum of 365 calendar
days.
●
Foreign trade reforms. The Kirchner and
Fernández de Kirchner administrations imposed export duties
and other restrictions on several sectors, particularly the
agricultural sector. The Macri administration eliminated export
duties on wheat, corn, beef and regional products, and reduced the
duty on soybeans by 5% to 30%. Further, the 5% export duty on most
industrial exports was eliminated. With respect to payments for
imports of goods and services, the Macri administration announced
the gradual elimination of restrictions on access to the MULC for
any transactions originated before December 17, 2015.
Regarding transactions executed after December 17, 2015, no
quantitative limitations apply.
●
National electricity state of emergency and
reforms. Following years of very limited investment in the
energy sector, as well as the continued freeze on electricity and
natural gas tariffs since the 2001-2002 economic crisis, Argentina
began to experience energy shortages in 2011. In response to the
growing energy crisis, the Macri administration declared a state of
emergency with respect to the national electricity system, which
will remain in effect until December 31, 2017. The state of
emergency enables the Government to take actions designed to ensure
the supply of electricity to the country, such as instructing the
Ministry of Energy and Mining to design and implement, with the
cooperation of all federal public entities, a coordinated program
to guarantee the quality and security of the electrical grid. In
addition, through Resolution No. 6/2016 of the Ministry of
Energy and Mining and Resolution No. 1/2016 of the National
Electricity Regulatory Agency (Ente Nacional Regulador de la
Electricidad), the Macri administration announced the
elimination of a portion of energy subsidies currently in effect
and a substantial increase in electricity rates. As a result,
average electricity prices have already increased and could
increase further. By correcting tariffs, modifying the regulatory
framework and reducing the Government’s involvement in the
sector, the Macri administration aims to correct distortions in the
energy sector and stimulate investment. However, certain of the
Government’s initiatives have been challenged in the
Argentine courts and resulted in judicial injunctions or rulings
limiting the Government’s initiatives.
●
Tariff increases. With the aim of
encouraging companies to invest and improve the services they offer
and enabling the Government to assist those in need, the Macri
administration has begun updating the tariffs for electricity,
transportation, gas and water services. Each of the announced
tariff increases contemplates a tarifa social (social tariff), which is
designed to provide support to vulnerable groups, including
beneficiaries of social programs, retirees and pensioners who
receive up to two minimum pensions, workers who receive up to two
minimum salaries, individuals with disabilities, individuals
registered in the Monotributo
Social program, domestic workers and individuals receiving
unemployment insurance.
On August 18,
2016, the Supreme Court of Argentina in “Centro de Estudios para la Promoción de
la Igualdad y la Solidaridad versus Ministry of Energy and
Mining,” upheld lower court injunctions suspending the
proposed increases in gas tariffs and instructed the Ministry of
Energy and Mining to conduct a non-binding public hearing prior to
sanctioning any such increases. The public hearings were held on
September 16, 2016. Pursuant to the holding by the Supreme
Court, the Gas Regulatory Entity, or “Enargas,” issued
Resolution No. 3960 and 3961 ordering the reestablishment of
the prior tariff scheme as of March 31, 2016, and implemented
an installment regime for the payment of overdue
bills.
●
Tax Amnesty Law. In July 2016, the
Régimen de Sinceramiento
Fiscal, or “Tax Amnesty Law,” was introduced to
promote the voluntary declaration of assets by Argentine residents.
The Tax Amnesty Law allows Argentine tax residents holding
undeclared funds or assets located in Argentina or abroad to
(i) declare such property until March 31, 2017 without
facing prosecution for tax evasion or being required to pay
past-due tax liabilities on the assets, if they could provide
evidence that the assets were held by certain specified cut-off
dates, and (ii) keep the declared property outside Argentina
and not repatriate such property to Argentina. With respect to cash
that was not deposited in bank accounts by the specified cut-off
dates, such amounts had to be disclosed and deposited by
October 31, 2016 in special accounts opened at Argentine
financial entities. Depending on the amount declared, how soon it
is declared, the election to subscribe for certain investment
securities and the payment method used, those who took advantage of
the Tax Amnesty Law would pay a special tax of between 0 and 15% on
the total amount declared. Alternatively, they could invest an
equivalent amount in Argentine government bonds or a fund that
would finance, among other things, public infrastructure projects
and small to medium-sized businesses in general. Taxpayers may
elect to subscribe for certain investment securities and reduce the
tax rates payable upon disclosure of previously undisclosed assets.
On April 4, 2017, the Finance Minister of Argentina announced that,
as a result, US$116,800 million undeclared assets were
declared.
●
Retiree Programs. On June 29,
2016, Congress passed a bill approving the Ley de Reparación Histórica a los
Jubilados (Historical Reparations Program for Retirees and
Pensioners), which took effect upon its publication in the official
gazette. The main aspects of this program, which is designed to
conform government social security policies to Supreme Court
rulings, include (i) payments to more than two million
retirees and the retroactive compensation of more than 300,000
retirees and (ii) the creation of a pensión universal (universal
pension) for the elderly, which guarantees an income for all
individuals over 65 years of age who are otherwise ineligible
for retirement. The Historical Reparations Program for Retirees and
Pensioners will give retroactive compensation to retirees in an
aggregate amount of more than Ps.47.0 billion and involve
expenses of up to Ps.75.0 billion to cover all potential
beneficiaries.
●
Fiscal policy: The Macri administration
reduced the primary fiscal deficit by approximately 1.8% of GDP in
December 2015 through a series of tax and other measures, and
pursued a primary fiscal deficit target of 4.8% of GDP in 2016
through the elimination of subsidies and the reorganization of
certain expenditures. However, the primary fiscal deficit for
October 2016 increased 183% compared to the comparable period in
2015, while the aggregated primary fiscal deficit as of January
2016 represented a 69% increase compared to the same period of
2015, reaching 4.6% of GDP. The Macri administration’s
ultimate aim is to achieve a balanced primary budget by
2019.
On
February 22, 2017, Finance Minister Nicolas Dujovne announced
fiscal targets for the period 2017-2019, ratifying the target set
in the 2017 budget—which established a primary deficit of
4.2% of GDP for 2017—and announcing a deficit target of 3.2%
for 2018 and 2.2% for 2019. It also announced quarterly targets as
a percentage of GDP for 2017, of 0.6% for the first quarter; 2.0%
for the second, 3.2% for the third and 4.2% for the last one.
Targets for the first and second quarters have been
met.
●
Correction of monetary imbalances: The
Macri administration announced the adoption of an inflation
targeting regime in parallel with the floating exchange rate regime
and set inflation targets for the next four years. The Central Bank
has increased the use of stabilization policies to reduce excess
monetary imbalances and reduced Peso interest rates to offset
inflationary pressure.
While
some of the measures adopted have led to higher inflation, there
has been an increase in the demand for pesos and a recovery of
credit points toward a gradual normalization of macroeconomic
conditions. To this end, access to external financing may have a
positive effect, by significantly reducing the monetization of the
fiscal deficit without requiring an abrupt fiscal adjustment that
would put economic growth under pressure. Simultaneously, the
inflow of foreign capital would generate a greater supply of
foreign exchange in the MULC limiting the depreciation of the
Argentine peso and its direct impact on inflation. This, in turn,
would increase the demand for real balances in pesos, allowing for
a reduction in interest rates and further revival of credit demand
and economic activity.
As of
the date of this annual report, the impact that the measures taken
by the Macri administration will have on the Argentine economy as a
whole and the real-estate sector in particular cannot be predicted.
In addition, although the results from the mid-term elections held
in October 2017, were characterized as positive for the Macri
administration, opposition political parties retained a majority of
the seats in the Argentine Congress, which has required and will
require the Macri administration to seek political support from
these parties to implement its proposals creating additional
uncertainty regarding the ability of the Macri administration to
effectively implement its policy agenda.
Higher
rates of inflation, any decline in GDP growth rates and/or other
future economic, social and political developments in Argentina, a
lack of stability and competitiveness of the Peso against other
currencies, and a decline in confidence among consumers and foreign
and domestic investors, among other factors, may materially
adversely affect the development of the Argentine economy which
could adversely affect our financial condition or results of
operations.
There are concerns about the accuracy of Argentina’s official
inflation statistics.
In
January 2007, the INDEC changed the methodology used to calculate
the CPI. At the same time that the INDEC adopted this change in
methodology the Argentine government also replaced several key
officers at the INDEC, prompting complaints of governmental
interference from the technical staff at the INDEC. In addition,
during this period the IMF requested a number of times that INDEC
clarify its methodology for measuring inflation rates.
On
November 23, 2010, the Argentine government began consulting
with the IMF for technical assistance in order to prepare new
national CPI data with the aim of modernizing the existing
statistical system. During the first quarter of 2011, a team from
the IMF started collaborating with the INDEC in order to create
such index. Notwithstanding these efforts, reports subsequently
published by the IMF stated that its staff also used alternative
measures of inflation for macroeconomic surveillance, including
data produced by private sources, and such measures have shown
inflation rates that are considerably higher than those published
by the INDEC since 2007. Consequently, the IMF called on Argentina
to adopt measures to improve the quality of data used by the INDEC.
At a meeting held on February 1, 2013, the Executive Board of
the IMF emphasized that the progress in implementing remedial
measures since September 2012 had been insufficient. As a result,
the IMF issued a declaration of censure against Argentina in
connection with the breach of its related obligations to the IMF
and called on Argentina to adopt remedial measures to address the
inaccuracy of inflation and GDP data promptly.
In
order to address the quality of official data, a new consumer price
index denominated Urban National Consumers Price Index
(Índice de Precios al
Consumidor Nacional Urbano), or the “IPCNu,” was
enacted on February 13, 2014. Inflation measured by the IPCNu
was 23.9% for 2014, 29.2% for 2015 and 33.7% for 2016. The IPCNu
represents the first national indicator in Argentina to measure
changes in prices of household goods for final consumption. While
the previous price index only measured inflation in the Greater
Buenos Aires area, the IPCNu is calculated by measuring prices of
goods across the entire urban population of the 23 provinces of
Argentina and the City of Buenos Aires. On December 15, 2014,
the IMF recognized the progress of Argentine authorities to remedy
the inaccurate provision of data, but has delayed the definitive
evaluation of the new index.
On
January 8, 2016, as a result of the INDEC’s historical
inability to produce reliable statistical data, the Macri
administration issued an emergency decree and ceased publication of
national statistics. The INDEC suspended all publications of
statistical data until the technical reorganization process was
completed and the administrative structure of the INDEC was
recomposed. Following this process of reorganization and recovery,
the INDEC began to gradually publish official data. The INDEC
recalculated historical GDP data dating back to 2014, and GDP
growth measures were revised to growth of 2.3% in 2013, contraction
of 2.1% in 2014, growth of 2.4% in 2015 and contraction of 2.1% in
2016. GDP as reported by INDEC for the fourth quarter of 2016 grew
0.5% compared to the comparable quarter of 2015, in the seasonally
adjusted measurement.
The
Budget Law for fiscal year 2017 includes targets for CPI variation
between 17% and 12% for 2017, between 8% and 12% for 2018 and
between 3.5% and 6.5% for 2019. On November 9, 2016, the IMF,
after analyzing Argentina’s progress in improving quality of
official data on the CPI, decided to lift the “censure
motion” that was imposed in 2013, concluding that the CPI of
Argentina is now in compliance with international standards.
However, we cannot assure you that such inaccuracy in relation with
the economic indicators will not occur again in the future and,
consequently, this circumstance may have an adverse effect on the
Argentine economy and on our financial results. If despite the
changes introduced in the INDEC by the new government, there are
still differences between the figures published by the INDEC and
those recorded by private consultants, there could be a significant
decrease in confidence in the Argentine economy, which could have
an impact on our results of operations and financial
condition.
Continuing high inflation may impact the Argentine economy and
adversely affect our results of operations.
Inflation
has, in the past, materially undermined the Argentine economy and
the government’s ability to foster conditions that would
permit stable growth. In recent years, Argentina has confronted
inflationary pressures, evidenced by significantly higher fuel,
energy and food prices, among other factors. In response, the prior
Argentine administration implemented programs to control inflation
and monitor prices for essential goods and services, including
freezing the prices of key products and services, and price support
arrangements agreed between the Argentine government and private
sector companies in several industries and markets.According to
data published by the INDEC, the rate of inflation reached 10.9% in
2010, 9.5% in 2011, 10.8% in 2012, 10.9% in 2013, 23.9% in 2014 and
26.9% in 2015. In November 2015, the INDEC suspended the
publication of the CPI. After implementing certain methodological
reforms and adjusting certain macroeconomic statistics on the basis
of these reforms, in June 2016 the INDEC resumed its publications
of the CPI. At the beginning of 2017, the inflation statistics
started to show a stable deceleration trend in its rates
accordingly with the new inflation targeting policies of the
Central Bank. The inflation rates published by the INDEC for
January, February, March, April, May, June, July, August and
September 2017 were 1.3%, 2.5%, 2.4%, 2.6%, 1.3%, 1.2%, 1.7%, 1.4%,
and 1.9%, respectively. An inflationary environment would undermine
Argentina’s foreign competitiveness by diluting the effects
of a peso devaluation, negatively impact the level of economic
activity and employment and undermine confidence in
Argentina’s banking system, which could further limit the
availability of domestic and international credit. In addition, a
portion of the Argentine debt is adjusted by the Stabilization
Coefficient (Coeficiente de
Estabilización de Referencia), or “CER,” a
currency index, that is strongly related to inflation. Therefore,
any significant increase in inflation would cause an increase in
the principal amount of sovereign external debt and consequently in
Argentina’s financial obligations, which could negatively
affect the Argentine economy. A high level of uncertainty and a
general lack of stability in terms of inflation could also lead to
shortened contractual terms and affect the ability to plan and make
investment decisions.Inflation remains a challenge for Argentina.
The Macri administration has set goals to reduce the primary fiscal
deficit as a percentage of GDP over time and also reduce the
Argentine government’s reliance on Central Bank financing. If
despite these measures the Macri administration is unable to
address Argentina’s structural inflationary imbalances, the
prevailing high rates of inflation may continue, which would have
an adverse effect on Argentina’s economy that could lead to
an increase in the principal amount of Argentina’s debt
outstanding as measured in Pesos. Moreover, certain objectives of
the Macri administration, such as the increase in tariffs to
incentivize investment in the energy sector, may result in higher
rates of inflation. Inflation in Argentina has contributed to a
material increase in our costs of operations, in particular labor
costs, and has negatively impacted our financial condition and
results of operations.Inflation rates could increase further in the
future, and there is uncertainty regarding the effects and
effectiveness of the measures adopted, or that may be adopted in
the future, by the Argentine government to control inflation.
Public speculation about possible additional actions have also
contributed significantly to economic uncertainty and heightened
the volatility of the economy. If inflation remains high or
continues to rise, Argentina’s economy may be negatively
impacted and our results of operations could be materially
affected.
Significant fluctuation in the value of the Peso may adversely
affect the Argentine economy as well as our financial
performance.
Since
the strengthening of exchange controls began in late 2011 and after
measures were introduced to limit access to foreign currency by
private companies and individuals (such as requiring an
authorization from tax authorities to access the foreign currency
exchange market), the implied exchange rate, as reflected in the
quotations for Argentine securities that traded on foreign
securities markets compared to the corresponding quotations in the
local market, had increased significantly over the official
exchange rate. These measures were mostly lifted on
December 16, 2015. Any reenactment of these measures may
prevent or limit us from offsetting the risk derived from our
exposure to the U.S. dollar and, if so, we cannot predict the
impact of these changes on our financial condition and results of
operations.
After
several years of moderate variations in the nominal exchange rate,
in 2012 the peso depreciated approximately 14.3% against the U.S.
dollar. This was followed in 2013 and 2014 by a 32.5% depreciation
of the peso against the U.S. dollar in 2013 and 30.3% in 2014,
including a loss of approximately 21.6% in January 2014 alone. In
2015, the Peso depreciated 52.7% against the dollar with a 33%
depreciation in the last weeks of December 2015. In 2016 the Peso
depreciated a further 20.5% against the dollar. During the first
and second quarter of 2017 the exchange rate has remained stable,
mainly as a consequence of the Tax Amnesty Law and its effects on
the foreign currency market. During the third
quarter of 2017 the political impact of the mid term elections
caused certain volatility in the exchange
market.
From
time to time the Central Bank may intervene in the foreign exchange
market in order to stabilize the exchange rate of the peso.
Additional volatility, appreciation or depreciation of the peso, or
reduction of the Central Bank’s foreign currency reserves as
a result of currency intervention, could adversely affect the
Argentine economy and our ability to service our obligations as
they become due.
If the
Peso continues to depreciate, the Argentine economy may be
negatively affected with adverse consequences on our business and
financial condition. Particularly as a result of our exposure to
liabilities denominated in U.S. dollars. While certain of our
office leases are set in U.S. dollars, we are only partially
protected against depreciation of the Peso and there can be no
assurance we will be able to maintain our U.S. dollar-denominated
leases.
On the
other hand, a substantial appreciation of the Peso against the U.S.
dollar also presents risks for the Argentine economy. The
appreciation of the Peso against the U.S. dollar negatively impacts
the financial condition of entities whose foreigncurrency
denominated assets exceed their foreign currency-denominated
liabilities. In addition, in the short term, a significant real
appreciation of the Peso would adversely affect exports. This could
have a negative effect on economic growth and employment as well as
reduce the revenues of the Argentine public sector by reducing tax
collection in real terms, given its current heavy reliance on taxes
on exports.
Certain measures that may be taken by the Argentine government may
adversely affect the Argentine economy and, as a result, our
business and results of operations.
In the
past, the Argentine government has increased its intervention in
the economy through the implementation or change of laws and
regulations; nationalizations and expropriations; restrictions on
production, imports and exports; exchange and/or transfer
restrictions; direct and indirect price controls; tax increases,
changes in the interpretation or application of tax laws and other
retroactive tax claims or challenges; cancellation of contract
rights; or delays or denials of governmental
approvals.
In
November 2008, the Argentine government enacted Law No. 26,425
which provided for the nationalization of the Administradoras de Fondos de Jubilaciones y
Pensiones. Beginning in April 2012, the Argentine government
moved to nationalize YPF S.A., or “YPF,” and
imposed major changes to the system under which oil companies
operate, principally through the enactment of Law No. 26,741
and Decree No. 1277/2012. In February 2014, the Argentine
government and Repsol S.A., or “Repsol,” announced
that they had reached an agreement on the terms of the compensation
payable to Repsol, as the former principal shareholder of YPF for
the expropriation of Repsol’s YPF shares. Such compensation
totaled US$5 billion, payable by delivery of Argentine
sovereign bonds with various maturities. On April 23, 2014,
the agreement with Repsol was approved by the Argentine Congress
and the matter was resolved on May 8, 2014.
Additionally,
on December 19, 2012, the Argentine government issued Decree
No. 2,552/12, which ordered the expropriation of the Predio
Rural de Palermo. On January 4, 2013, the Federal Civil and
Commercial Chamber granted an injunction that blocked the
enforceability of such Decree. However, on June 1, 2015, the
injunction was removed. This decision was appealed and the
injunction was reinstated. The Argentine government lost an appeal
to have the injunction revoked. The government filed a request for
dismissal in April 2016. The court granted registration of the
matter and ordered a formal notification to plaintiff Sociedad
Rural Argentina, which filed its response in November 2016. As of
the date of this annual report, the proceedings are still pending
before the Federal Civil and Commercial Courts No. 8,
Secretariat No. 15 of the City of Buenos Aires. The
expropriation of this development without fair compensation may
affect our interest in Entertainment Holding S.A., or
“EHSA,” a joint venture and the entity that owns the
property.
Furthermore,
on May 18, 2015, we were notified that the Agencia de Administración de Bienes del
Estado, or “AABE,” revoked the concession
agreement granted to our subsidiary Arcos del Gourmet S.A.,
through Resolution No. 170/2014. On June 2, 2015, we
filed before the AABE a request to declare the notification void,
as certain formal proceedings required under Argentine law were not
complied with by the AABE. Furthermore, we filed an administrative
appeal requesting the dismissal of the revocation of the concession
agreement and a lawsuit seeking to declare Resolution
No. 170/2014 void. We also filed a lawsuit in order to
judicially pay the monthly rental fees of the property. As of the
date of this annual report, the “Distrito Arcos”
shopping mall continues to operate normally.
Other
examples of government intervention by the prior administration,
include regulations relating to domestic capital markets approved
by the Argentine Congress in December 2012 and August 2013. These
regulations generally provide for increased intervention in the
capital markets by the government, authorizing, for example, the
CNV to appoint observers with authority to veto the decisions of
the board of directors of publicly-listed companies under certain
circumstances and suspend the board of directors for a period of up
to 180 days. Nevertheless, since November 2016 the government
has been working on an amendment to the Capital Markets Law
No. 26,831, or the “Capital Markets Law” which, if
approved, will eliminate CNV’s authorization to appoint the
aforementioned observers.
We
cannot assure you that these or other measures that may be adopted
by the Argentine government, such as expropriation,
nationalization, forced renegotiation or modification of existing
contracts, new taxation policies, changes in laws, regulations and
policies affecting foreign trade, investment, among others, will
not have a material adverse effect on the Argentine economy and, as
a consequence, adversely affect our financial condition, our
results of operations and the market value of our
securities.
The Argentine government may order salary increases to be paid to
employees in the private sector, which would increase our operating
costs.
In the
past, the Argentine government has passed laws, regulations and
decrees requiring companies in the private sector to maintain
minimum wage levels and provide specified benefits to employees and
may do so again in the future. In the aftermath of the Argentine
economic crisis, employers both in the publicand private sectors
experienced significant pressure from their employees and labor
organizations to increase wages and to provide additional employee
benefits. Since July 2017, the minimum monthly salary of employees
to is Ps.8,860. Due to persistent high rates of inflation,
employers in both the public and private sectors continue to
experience significant pressure from unions and their employees to
increase minimum salaries.
In the
future, the government could take new measures requiring salary
increases or additional benefits for workers, and the labor force
and labor unions may apply pressure for such measures. As of the
date of this annual report, the government and labor
representatives were engaged in negotiations to set national
guidelines for salary increases during 2017. Any such increase in
wage or worker benefit could result in added costs and adversely
affect the results of operations of Argentine companies, including
us.
Property values in
Argentina could decline significantly.
Property
values are influenced by multiple factors that are beyond our
control, such as a decrease in the demand for real estate
properties due to a deterioration of macroeconomic conditions or an
increase in supply of real estate properties that could adversely
affect the value of real estate properties. We cannot assure you
that property values will increase or that they will not be
reduced. A significant part of our properties are located in
Argentina. As a result, a reduction in the value of properties in
Argentina could materially affect our business and our financial
statements due to the valuation of our investment properties at
fair market value.
Restrictions on transfers of foreign currency and the repatriation
of capital from Argentina may impair our ability to pay dividends
and distributions.
According
to Argentine practices, the Argentine government may impose
restrictions on the exchange of Argentine currency into foreign
currencies and on the remittance to foreign investors of proceeds
from investments in Argentina in circumstances where a serious
imbalance develops in Argentina’s balance of payments or
where there are reasons to foresee such an imbalance. Beginning in
December 2001, the Argentine government implemented a number of
monetary and foreign exchange control measures that included
restrictions on the free disposition of funds deposited with banks
and on the transfer of funds abroad without prior approval by the
Central Bank. With the administration of President Macri, many of
the former restrictions were lifted.
On
January 7, 2003, the Central Bank issued communication
“A” 3859, as amended, which is still in force and
pursuant to which there are no limitations on companies’
ability to purchase foreign currency and transfer it outside
Argentina to pay dividends, provided that those dividends arise
from net earnings corresponding to approved and audited financial
statements. The transfer of funds abroad by local companies to pay
annual dividends only to foreign shareholders, based on approved
and fully audited financial statements, does not require formal
approval by the Central Bank.
Notwithstanding
the above, for many years, and as a consequence of a decrease in
availability of U.S. dollars in Argentina, the previous Argentine
government imposed informal restrictions on certain local companies
and individuals for purchasing foreign currency. These restrictions
on foreign currency purchases started in October 2011 and tightened
thereafter. As a result of these informal restrictions, local
residents and companies were prevented from purchasing foreign
currency through the MULC for the purpose of making payments
abroad, such as dividends, capital reductions, and payment for
imports of goods and services.
Such
restrictions and other foreign exchange control measures were
lifted by the new administration, moving towards opening
Argentina’s foreign exchange market. In this sense, on
December 17, 2015, Communication “A” 5850 of the
Central Bank reestablished the possibility for non-residents to
repatriate their investment capital and, recently, Communication
“A” 6037 of the Central Bank defined the new
regulations that apply to the acquisition of foreign currency and
the elimination of all other restrictions that impair residents and
non-residents to have access to the foreign exchange market.
However, in the future, the Argentine government or the Central
Bank may impose formal restrictions to the payment of dividends
abroad, on capital transfers and establish additional requirements.
Such measures may negatively affect Argentina’s international
competitiveness, discouraging foreign investments and lending by
foreign investors or increasing foreign capital outflow which could
have an adverse effect on economic activity in Argentina, and which
in turn could adversely affect our business and results of
operations. Furthermore, any restrictions on transferring funds
abroad imposed by the government could undermine our ability to pay
dividends on our ADSs in U.S. dollars.
The Rural Land Law and its application.
On
December 22, 2011, the Argentine Congress passed the Rural Land Law
in order to protect the ownership and sovereignty of certain rural
areas of Argentina (the “Rural Land Law”). The Rural
Land Law sets limits on the ownership of rural land by foreign
individuals or legal entities acting in Argentina (“Foreign
Persons”), setting a maximum allowable percentage ownership
for foreigners of 20%. Additionally, only 30% of the aforementioned
20% may be held by Foreign Persons of the same nationality, and
from the date of enactment of the Rural Land Act, a Foreign Person
may not own more than 1,000 hectares of rural land in total
throughout Argentine territory. The Rural Land Law states that it
will not affect any rights previously acquired by Foreign
Persons.
For the
purposes of the Rural Land Law, the definition of Foreign Person
includes Argentine companies in which a percentage higher than 51%
of the outstanding capital stock is owned by foreign individuals or
legal entities, or lower rates if the entity meets the proportions
necessary to form the social will. The following also falls within
the definition of Foreign Person (among others): (a) entities
controlled by a percentage greater than 25% by a foreign company,
or regardless of participation when such company holds enough votes
to form the social will of that company; (b) companies that issued
convertible notes, where a Foreign Person may exert over 25% of the
voting power necessary to form the social will; (c) transfers for
trusts whose beneficiaries are Foreign Persons in a percentage
higher than 25%, (d) joint ventures, holding companies and any
other legal persons present or in the future, and (e) foreign legal
persons under public law.
On
February 29, 2012, Executive Branch Decree No. 274/12 was published
regulating the Rural Land Law. The aforementioned decree
established a deadline of 60 days to the provinces to report the
total area of their departments, municipalities or political
divisions equivalent discriminating rural and urban land and rural
properties subject to the Rural Land Law and consequently owned by
Foreign Persons. Additionally, provinces should report the complete
list of foreign companies registered in their respective
jurisdictions. The decree also provides that foreign holders must
report their holdings within 180 days from the date of enactment of
regulations in the national register of rural land.
In
addition, on June 30, 2016, Executive Branch Decree No. 820/16 was
published modifying the Executive Branch Decree No. 274/12. For the
purpose of determining the ownership of the rural land, the Decree
No. 820/16 defines how to compute the acquisition of rural land,
when they occur as a result of transfers of share packages and how
soon transfer; and solves how to estimate equivalence with respect
to the core area, depending on the limits for each type of
exploitation, municipality, department and province.
We
cannot assure you that these or other measures that may be adopted
by the Argentine government in the future, such as further
restrictions or regulations, will not have a material adverse
effect on our operations, if our access to the acquisition or
holding of our actual or future properties is limited.
Exchange controls, restrictions on transfers abroad and capital
inflow restrictions may limit the availability of international
credit.
Until
December 2015, many foreign exchange restrictions and controls had
limited the access the exchange market. On December 16, 2015, the
new authorities issued Communication “A” 5850 of the
Central Bank, lifting most of the restrictions then in place. Among
these measures, free access to the exchange market was granted for
the purchase of foreign currency intended for general purposes,
without requiring prior approval of the Central Bank or the Federal
Administration of Public Revenues (Administración Federal de Ingresos
Públicos), or “AFIP,” and the requirement
to deposit 30% of certain capital inflows into Argentina was
eliminated. Towards the end of 2016, the remaining exchange control
restrictions were also lifted by the Central Bank’s
Communication A 6037 and “A” 6150, so to date there is
free access to the exchange market. Pursuant to Resolution E 1/2017
of the Ministerio de Hacienda and the Communication "A" 6150 of the
Central Bank, it was deleted the obligation that required
non-residents to perform portfolio investments in the country
intended for the holding of private sector financial assets to
maintain for a period of 120 days of permanence the funds in the
country. As of that resolution and the provisions of Communication
“A” 6244 of the Central Bank, there are no restrictions
on entry and exit in the MULC.
Notwithstanding
recent measures adopted by the Macri administration, in the future
the Argentine government could impose further exchange controls or
restrictions on the movement of capital and/or take other measures
in response to capital flight or a significant depreciation of the
peso, which could limit our ability to access the international
capital markets. Such measures could lead to political and social
tensions and undermine the Argentine government’s public
finances, as has occurred in the past, which could adversely affect
Argentina’s economy and prospects for economic growth. For
more information, see “Item 3. Key Information - Local
Exchange Market and Exchange Rates.”
The Argentine economy could be adversely affected by political and
economic developments in other global markets.
Argentina’s
economy is vulnerable to external shocks that could be caused by
adverse developments affecting its principal trading partners. A
significant decline in the economic growth of any of
Argentina’s major trading partners (including Brazil, the
European Union, China and the United States) could have a material
adverse impact on Argentina’s balance of trade and adversely
affect Argentina’s economic growth. In 2016, there were
declines in exports of 4.5% with Chile, 14.3% with MERCOSUR
(Brazil) and 13.5% with China. On the other hand, exports increased
15.6% with NAFTA (the United States, Mexico and Canada), 3.6% with
the European Union and 26.7% with Asian countries each as compared
to 2015. Declining demand for Argentine exports could have a
material adverse effect on Argentina’s economic growth. For
example, the recent significant depreciation of the Brazilian and
Chinese currencies and the current slowdown of their respective
economies may negatively affect the Argentine economy. Moreover,
the political and social instability in Brazil, which includes the
recent removal of the President Dilma Rousseff from office
following an impeachment vote in the Senate, and the uncertainties
arising therefrom and the contraction of Brazil’s economy,
may have an adverse impact on Argentine’s
economy.
In
addition, financial and securities markets in Argentina have been
influenced by economic and market conditions in other markets
worldwide. Such was the case in 2008, when the global economic
crisis led to a sudden economic decline in Argentina in 2009,
accompanied by inflationary pressures, depreciation of the peso and
a drop in consumer and investor confidence. Although economic
conditions vary from country to country, investors’
perception of the events occurring in one country may substantially
affect capital flows into other countries. International
investors’ reactions to events occurring in one market
sometimes demonstrate a “contagion” effect in which an
entire region or class of investment is disfavored by international
investors. Argentina could be adversely affected by negative
economic or financial developments in other countries, which in
turn may have an adverse effect on our financial condition and
results of operations. Lower capital inflows and declining
securities prices negatively affect the real economy of a country
through higher interest rates or currency volatility. Moreover,
Argentina may also be affected by other countries that have
influence over world economic cycles.
In
addition, emerging market economies have been affected by the
recent change in the U.S. monetary policy, resulting in the
unwinding of investments and increased volatility in the value of
their currencies. If interest rates rise significantly in developed
economies, including the United States, emerging market economies,
including Argentina, could find it more difficult and expensive to
borrow capital and refinance existing debt, which would negatively
affect their economic growth. There is also global uncertainty
about the degree of economic recovery in the United States.
Moreover, the recent challenges faced by the European Union to
stabilize certain of its member economies, such as Greece, have had
and may continue to have international implications affecting the
stability of global financial markets, which has hindered economies
worldwide.
The effects of the United Kingdom’s vote to exit from the
European Union and its impact on economic conditions in Latin
America and Argentina and, particularly, on our business,
financial condition, results of operations, prospects and trading
of our notes are uncertain.
On June
23, 2016, the United Kingdom voted in favor of the United Kingdom
exiting the European Union, or “Brexit.” The possible
negative consequences of Brexit include an economic crisis in the
United Kingdom, a short-term recession and a decrease of
investments in public services and foreign investments. The
greatest impact of Brexit may be on the United Kingdom, however the
impact may also be significant to other members states. As of the
date of this annual report, the actions that the United Kingdom
will take to effectively exit from the European Union or the length
of such process are uncertain. Brexit has caused, and is
anticipated to continue causing, volatility in the financial
markets, which may adversely affect business activity and economic
and market conditions in the United Kingdom, the Eurozone and
globally, and could contribute to instability in global financial
and foreign exchange markets. All these effects could in turn have
a material adverse effect on our business, financial condition and
results of operations.
The possible independence of Catalonia may have an impact on
economic conditions in Latin America and Argentina and,
particularly, on our business, financial condition, results of
operations, prospects, generating uncertainty over the trading of
our notes.
In
these days, Spain is going through a very critical and delicate
situation, since Catalonia intends to become independent and to be
a separate country from Spain. At the moment, several debates,
confrontations and political, economic and social conflicts are
carried out to define the situation between the Spanish government
and the Catalan. On October 27, 2017
the Parliament of Catalonia approved a resolution
creating an independent Republic unilaterally by a vote considered
illegal by the lawyers of the Parliament of Catalonia for violating
the decisions of the Constitutional Court of
Spain. As of October 28, 2017,
the Catalan Republic is unrecognized by the international
community, which regards the region as part of of
Spain.
As of
the date of this annual report, the actions that Spain and
Catalonia will take to define independence or not are uncertain.
Such a situation together with any measure that the European Union
may take, could cause volatility in financial markets, which may
adversely affect business activity and economic and market
conditions in Spain and therefore in the United Kingdom abd the
European Union. All these effects could in turn have a material
adverse effect on our business, financial condition and results of
operations.
A decline in the international prices for Argentina’s main
commodity exports could have an adverse effect on Argentina’s
economic growth and on our business.
In
December 2015, the Argentine administration announced a plan to
gradually reduce the exports tax payable on certain agricultural
products. Export taxes on soy products and wheat, maize, sorghum
and sunflower have since been eliminated in an attempt to increase
agricultural production. However, this reliance on the export of
certain commodities, such as soy, has made the Argentine economy
more vulnerable to fluctuations in their prices. If international
commodity prices decline, the Argentine government’s revenues
would decrease significantly affecting Argentina’s economic
activity. Accordingly, a decline in international commodity prices
could adversely affect Argentina’s economy, which in turn
would produce a negative impact on our financial condition and
results of operations.
In
addition, adverse weather conditions can affect the production of
commodities by the agricultural sector, which account for a
significant portion of Argentina’s export revenues. These
circumstances would have a negative impact on the levels of
government revenues, availability of foreign exchange and the
government’s ability to service its sovereign debt, and could
either generate recessionary or inflationary pressures, depending
on the government’s reaction. Either of these results would
adversely impact Argentina’s economy growth and, therefore,
our business, financial condition and results of
operations.
Restrictions on the supply of energy could negatively affect
Argentina’s economy.
As a
result of prolonged recession, and the forced conversion into Pesos
and subsequent freeze of natural gas and electricity tariffs in
Argentina, there has been a lack of investment in natural gas and
electricity supply and transport capacity in Argentina in recent
years. At the same time, domestic demand for natural gas and
electricity has increased substantially, driven by a recovery in
economic conditions and the implementation of price constraints,
which has prompted the government to adopt a series of measures
that have resulted in industry shortages and/or costs increase. In
particular,Argentina has been importing natural gas in order to
compensate for shortages in local production. In order to pay for
natural gas imports, the Argentine government has frequently used
the Central Bank reserves due to the absence of incoming currencies
from investment. If the government is unable to pay for the natural
gas imported in order to produce electricity, business and
industries may be adversely affected.
The
Argentine government has been taking a number of measures to
alleviate the short-term impact of energy shortages on residential
and industrial users. If these measures prove to be insufficient,
or if the investment that is required to increase natural gas
production, transportation capacity and energy generation over the
medium and long-term fails to materialize on a timely basis,
economic activity in Argentina could be curtailed which may have a
significant adverse effect on our business.
As a
first step of these measures, subsidies on energy tariffs were
withdrawn from industries and high income consumers. Additionally,
since 2011, a series of rate increases and the reduction of
subsidies mainly among industries and high-income consumers were
implemented. On December 17, 2015 and after the publication of
Decree No. 134/2015, the new government declared the National
Electricity System Emergency until December 31, 2017, and
ordered the Energy and Mining Ministry to prepare and propose
measures and guarantee the electrical supply in suitable technical
conditions. Within this context, and by the Energy and Mining
Ministry Resolution No. 06/2016 of January 2016, the new
seasonal reference prices for power and energy in the
“Mercado Electrónico Mayorista” were issued for
the period from February 1, 2016 and April 30, 2016. The
objective of the aforementioned resolution was to adjust the
quality and security of electricity supply and ensure the provision
of public electricity services under technical and economically
appropriate conditions.
In
February 2016, the Argentine government revised the tariff schedule
for electricity and gas rates and eliminated the subsidies for
these utilities that would have resulted in increases in energy
costs of 500% or more, except for tariffs for certain lower income
consumers. By correcting tariffs, modifying the regulatory
framework and reducing the federal government’s involvement
in the energy sector, the Macri administration aims to correct
distortions in the energy sector and stimulate necessary
investment. In July 2016, a federal court in the city of La Plata
suspended the increase in gas tariffs across the Province of Buenos
Aires. In addition, on August 3, 2016, a federal court in San
Martín suspended the increase in gas tariffs across the
country until a public hearing to discuss the electricity tariff
increase was held. The case was appealed, and heard by, the Supreme
Court on August 18, 2016, which court agreed that the gas
tariff increases to residential customers could not be imposed
without public hearings. A public hearing was held on
September 16, 2016, where it was agreed that the gas tariffs
would be increased approximately 200% in October 2016, with
semi-annual increases until 2019.
In
relation to other services, including electricity, on
October 28, 2016, a public hearing was held to consider a 31%
increase in tariffs requested by power distributors. Afterwards,
the government announced electricity tariff increases that will
raise customers’ invoices 60% to 148%. In addition, on
March 31, 2017, the Energy Ministry reported a new tariff
schedule with increases of approximately 36% for the supply of
natural gas for networks that have been partially regulated since
April 1, 2017, and which will have two additional adjustments
in November and April of 2018. On September 22, 2017, the Ministry
of Energy and Mines announced the release of the fuel price, where
oil companies could modify the sale price of their fuels for
consumption in the automotive market, wich was effective as of
October, 2017.This change in the regulatory framework and the
fixing of new economic values in the supply of gas and electricity
could change our cost structure, increasing the operating and
utilities costs inherent to fixed assets.
High public expenditure could result in long-lasting adverse
consequences for the Argentine economy.
Over
the last several years, the Argentine government has substantially
increased public expenditures. In 2014, public sector expenditures
increased 43% as compared to 2013 and the government reported a
primary fiscal deficit of 0.9%. During recent years, the Argentine
government has resorted to the Central Bank and to the Administración Nacional de la Seguridad
Social, or “ANSES,” to source part of its
funding requirements. In 2015, this trend continued as the primary
fiscal balance showed a deficit of 5.4% as of December 31,
2015.
The
Argentine government has begun to adopt measures to reduce the
deficit, adjusting its subsidy policies, particularly those related
to energy, electricity and gas, water and public transportation,
among other measures. On December 31, 2016, the primary fiscal
result was Ps.359,382 million, which represents a deficit of 4.6%
of GDP. Changes in these policies could materially and adversely
impact consumer purchase capacity and economic activity and may
lead to an increase in prices.
Moreover,
the primary fiscal balance could be negatively affected in the
future if public expenditures increase at a rate higher than
revenues as a result of subsidies to lower-income sectors, social
security benefits, financial assistance to provinces with financial
problems, increased spending on public works and subsidies to the
energy and transportation sectors. A further deterioration in
fiscal accounts could negatively affect the government’s
ability to access the long-term financial markets and could in turn
result in more limited access to such markets by Argentine
companies.
Failure to adequately address actual and perceived risks of
institutional deterioration and corruption may adversely affect
Argentina’s economy and financial condition.
A lack
of institutional framework and notorious incidents of corruption
have been identified as, and continue to be, a significant problem
for Argentina. In Transparency International’s 2015
Corruption Perceptions Index of 167 countries, Argentina was ranked
107, the same as in 2014. In the World Bank’s Doing Business
2016 report, Argentina ranked 121 out of 189 countries, up from 124
in 2015. Recognizing that the failure to address these issues could
increase the risk of political instability, distort decision-making
processes and adversely affecting Argentina’s international
reputation and ability to attract foreign investment, the Macri
administration has announced several measures aimed at
strengthening Argentina’s institutions and reducing
corruption. These measures include entering plea bargaining
arrangements with convicted officials providing increased access to
public information, seizing assets from convicted officials,
increasing the powers of the Anticorruption Office (Oficina
Anticorrupción) and adopting a new public ethics law, among
others. The government’s ability to implement these
initiatives is uncertain as it would require the involvement of the
judiciary branch as well as legislative support from opposition
parties. We cannot assure you that the implementation of such
measures will be successful.
Foreign shareholders of companies operating in Argentina have
initiated investment arbitration proceedings against Argentina that
have resulted and could result in arbitral awards and/or
injunctions against Argentina and its assets and, in turn, limit
its financial resources.
In
response to the emergency measures implemented by the Argentine
government during the 2001-2002 economic crisis, a number of claims
were filed before the International Centre for Settlement of
Investment Disputes, or “ICSID,” against Argentina.
Claimants allege that the emergency measures were inconsistent with
the fair and equitable treatment standards set forth in various
bilateral investment treaties by which Argentina was bound at the
time. Claimants have also filed claims before arbitral tribunals
under the rules of the United Nations Commission on International
Trade Law, or “UNCITRAL,” and under the rules of the
International Chamber of Commerce, or “ICC.” As of the
date of this annual report, it is not certain that Argentina will
prevail in having any or all of these cases dismissed, or that if
awards in favor of the plaintiffs are granted, that it will succeed
in having those awards annulled. Ongoing claims before the ICSID
tribunal and other arbitral tribunals could lead to new awards
against Argentina, which could have a material adverse effect on
our capacity to access international credit or equity
markets.
The Argentine government may lack of political support on the
Senator and Deputies Chambers and that may have a negative impact
on argentiniean economy and, subsequently affect our financial
condition and results of operations.
The
legislative elections held on October 22, 2017 for the partial
renovation of both chambers of the Congress had a favorable outcome
for the Macri government. Macri administration outnumbered its
opponents in some of the most important districts of Argentina,
making it the most voted force nationwide, but do not have enough
seats to reach the quorum in either of the chambers which could
prevent or limit the Macri government to continue its policies and
effectively implement economic reforms or react appropriately in
future circumstances.
A lack
of political support that prevents the Macri administration from
fully implementing its agenda may adversely affect the Argentine
economy and financial condition and, therefore, our business,
financial condition and results of operations.
Risks Relating to Brazil
The Brazilian government has exercised, and continues to exercise,
significant influence over the Brazilian economy, which, combined
with Brazilian political and economic conditions, may adversely
affect us.
Our
business is dependent to a large extent on the economic conditions
in Brazil. From June 30, 2011 we consolidate our financial
statements with our subsidiary Brasilagro-Companhia Brasileira de
Propiedades Agricolas (“Brasilagro”).
We may
be adversely affected by the following factors, as well as the
Brazilian federal government’s response to these
factors:
●
economic and social
instability;
●
increase in
interest rates;
●
exchange controls
and restrictions on remittances abroad;
●
restrictions and
taxes on agricultural exports;
●
exchange rate
fluctuations;
●
volatility and
liquidity in domestic capital and credit markets;
●
expansion or
contraction of the Brazilian economy, as measured by GDP growth
rates;
●
allegations of
corruption against political parties, elected officials or other
public officials, including allegations made in relation to the
Lava Jato investigation;
●
government policies
related to our sector;
●
fiscal or monetary
policy and amendments to tax legislation; and
●
other political,
diplomatic, social or economic developments in or affecting
Brazil.
Historically, the
Brazilian government has frequently intervened in the Brazilian
economy and has occasionally made significant changes in economic
policies and regulations, including, among others, the imposition
of a tax on foreign capital entering Brazil (IOF tax), changes in
monetary, fiscal and tax policies, currency devaluations, capital
controls and limits on imports.
The Brazilian
economy has been experiencing a slowdown – GDP growth rates
were 3.9%, 1.8%, 2.7% and 0.1%, in 2011, 2012, 2013 and 2014,
respectively, and GDP decreased 3.8% in 2015, 3.6% in 2016 and
remained stable in the first six months of 2017. In addition,
unemployment and interest rates have increased more
recently.
As
a result of the Lava Jato
(Car Wash) operation related to corruption in Brazil, a number of
senior politicians, including congressmen, and executive officers
of some of the major state-owned companies in Brazil have resigned
or been arrested while others are being investigated for
allegations of unethical and illegal conduct. The matters that have
come, and may continue to come, to light as a result of, or in
connection with, the Lava
Jato operation and other similar operations have adversely
affected, and we expect that they will continue to adversely
affect, the Brazilian economy, markets and trading prices of
securities issued by Brazilian issuers in the near
future.
Furthermore,
the Brazilian economy continues to be subject to the effects of the
outcome of the impeachment proceedings against former President
Dilma Rousseff. On August 31, 2016, following a trial by the
Senate, the former President was formally impeached. Vice-President
Michel Temer was sworn in as the new President of Brazil until the
next presidential election, due to take place in 2018. The
president of Brazil has powers to determine policies and
governmental acts relating to the Brazilian economy and, as a
result, the operations and financial performance of companies may
be affected, including ours. Political uncertainty remains as to
whether Mr. Temer will gain the support of Congress for future
policies announced by his cabinet. In addition, Mr. Temer has been
the target of general protests throughout Brazil and is also
currently under investigation for alleged unethical and illegal
behavior under the Lava
Jato investigation and alleged illegal campaign financing
during Mr. Temer’s 2014 campaign for endorsing the bribing of
the former head of the Congress who has been convicted, which could
result in his removal from office. In addition, a number of
requests for impeachment have been filed against Mr. Temer, as well
as criminal by the Brazilian Federal Prosecutor’s Office,
which could also result in his removal from office, after
allegations surfaced that Mr. Temer had allegedly been leading a
political corruption related criminal organization.
The
ultimate outcome of these investigations is uncertain, but they
have already had an adverse effect on the image and reputation of
the implicated companies, and on the general market perception of
the Brazilian economy, the political environment and the Brazilian
capital markets. The development of these investigations has
affected and may continue to adversely affect us. We cannot predict
if these investigations will bring further political or economic
instability to Brazil, or if new allegations will be raised against
high-level members of the Brazilian federal government. In
addition, we cannot predict the results of these investigations,
nor their effects on the Brazilian economy.
Inflation, coupled with the Brazilian government’s measures
to fight inflation, may hinder Brazilian economic growth and
increase interest rates, which could have a material adverse effect
on us.
Brazil
has in the past experienced significantly high rates of inflation.
As a result, the Brazilian government adopted monetary policies
that resulted in Brazilian interest rates being among the highest
in the world. The Brazilian Central Bank’s Monetary Policy
Committee (Comitê de
Política Monetária do Banco Central), or COPOM,
establishes an official interest rate target for the Brazilian
financial system based on the level of economic growth, inflation
rate and other economic indicators in Brazil. Between 2004 and
2010, the official Brazilian interest rate varied from 19.75% to
8.75% per year. In response to an increase in inflation in 2010,
the Brazilian government increased the official Brazilian interest
rate, the SELIC rate, which was 10.75% per year on December 31,
2010. The Special System for Settlement and Custody (Sistema Especial de Liquidação e
Custódia, or “SELIC”) rate has increased
since then and, as of June 30, 2017, it was 10.81% per year. The
inflation rates, as measured by the General Market Price Index
(Índice Geral de
Preços-Mercado), or IGP-M, and calculated by
Fundação Getúlio
Vargas, or FGV, were 3.67% in 2014, 10.54% in 2015, and
7.18% in 2016. Cumulative inflation in the first six months of
2017, calculated by the same index, was 1.96%.
Inflation
and the government measures to fight inflation have had and may
continue to have significant effects on the Brazilian economy and
our business. In addition, the Brazilian government’s
measures to control inflation have often included maintaining a
tight monetary policy with high interest rates, thereby restricting
the availability of credit and slowing economic growth. On the
other hand, an easing of monetary policies of the Brazilian
government may trigger increases in inflation. In the event of an
increase in inflation, we may not be able to adjust our daily rates
to offset the effects of inflation on our cost structure, which may
materially and adversely affect us.
An
increase in interest rates may have a significant adverse effect on
us. In addition, as of June 30, 2017, certain of our loans were
subject to interest rate fluctuations such as the Brazilian
long-term interest rate (Taxa de
Juros de Longo Prazo), or TJLP, and the interbank deposit
rate (Certificados de
Depósitos Interbancários), or CDI. In the event of
an abrupt increase in interest rates, our ability to comply with
our financial obligations may be materially and adversely
affected.
A deterioration in general economic and market conditions or in
perceptions of risk in other countries, principally in emerging
countries or the United States, may have a negative impact on the
Brazilian economy and us.
Economic
and market conditions in other countries, including United States
and Latin American and other emerging market countries, may affect
the Brazilian economy and the market for securities issued by
Brazilian companies. Although economic conditions in these
countries may differ significantly from those in Brazil,
investors’ reactions to developments in these other countries
may have an adverse effect on the market value of securities of
Brazilian issuers. Crises in other emerging market countries could
dampen investor enthusiasm for securities of Brazilian issuers or
issuers with Brazilian operations, including ours, which could
adversely affect the market price of our common shares. In the
past, the adverse development of economic conditions in emerging
markets resulted in a significant flow of funds out of the country
and a decrease in the quantity of foreign capital invested in
Brazil. Changes in the prices of securities of public companies,
lack of available credit, reductions in spending, general slowdown
of the global economy, exchange rate instability and inflationary
pressure may adversely affect, directly or indirectly, the
Brazilian economy and securities market. Global economic downturns
and related instability in the international financial system have
had, and may continue to have, a negative effect on economic growth
in Brazil. Global economic downturns reduce the availability of
liquidity and credit to fund the continuation and expansion of
business operations worldwide.
In
addition, the Brazilian economy is affected by international
economic and market conditions generally, especially economic
conditions in the United States. Share prices on B3 S.A. –
Brasil, Bolsa, Balcão, or B3, for example, have historically
been sensitive to fluctuations in U.S. interest rates and the
behavior of the major U.S. stock indexes. An increase in interest
rates in other countries, especially the United States, may reduce
global liquidity and investors’ interest in the Brazilian
capital markets, adversely affecting the price of our common
shares.
Risks Relating to Countries Where We Operate
Our business is dependent on economic conditions in the countries
where we operate or intend to operate.
We have
made investments in farmland in Argentina, Brazil, Paraguay and
Bolivia and we may possibly make investments in other countries in
and outside Latin America, as Israel and
United States, among others. Owing that demand for livestock
and agricultural products is usually correlated to economic
conditions prevailing in the local market, which in turn is
dependent on the macroeconomic condition of the country in which
the market is located, our financial condition and results of
operations are, to a considerable extent, dependent upon political
and economic conditions prevailing from time to time in the
countries where we operate. Latin American countries have
historically experienced uneven periods of economic growth, as well
as recession, periods of high inflation and economic instability.
Certain countries have experienced severe economic crises, which
may still have future effects. As a result, governments may not
have the necessary financial resources to implement reforms and
foster growth. Any of these adverse economic conditions could have
a material adverse effect on our business.
We face the risk of political and economic crises, instability,
terrorism, civil strife, expropriation and other risks of doing
business in emerging markets.
In
addition to Argentina and Brazil, we conduct or intend to conduct
our operations in other Latin American countries such as, Paraguay
and Bolivia, and other countries
such as Israel, among others. Economic and political
developments in the countries in which we operate, including future
economic changes or crisis (such as inflation or recession),
government deadlock, political instability, terrorism, civil
strife, changes in laws and regulations, expropriation or
nationalization of property, and exchange controls could adversely
affect our business, financial condition and results of
operations.
In
particular, fluctuations in the economies of Argentina and Brazil
and actions adopted by the governments of those countries have had
and may continue to have a significant impact on companies
operating in those countries, including us. Specifically, we have
been affected and may continue to be affected by inflation,
increased interest rates, fluctuations in the value of the
Argentine Peso and Brazilian Real against foreign currencies, price
and foreign exchange controls, regulatory policies, business and
tax regulations and in general by the political, social and
economic scenarios in Argentina and Brazil and in other countries
that may affect Argentina and Brazil.
Although
economic conditions in one country may differ significantly from
another country, we cannot assure that events in one only country
will not adversely affect our business or the market value of, or
market for, our common shares and/or ADSs.
Governments in the countries where we operate or intend to operate
exercise significant influence over their economies.
Emerging
market governments, including governments in the countries where we
operate, frequently intervene in the economies of their respective
countries and occasionally make significant changes in monetary,
credit, industry and other policies and regulations. Governmental
actions to control inflation and other policies and regulations
have often involved, among other measures, price controls, currency
devaluations, capital controls and limits on imports. Our business,
financial condition, results of operations and prospects may be
adversely affected by changes in government policies or
regulations, including factors, such as:
●
|
exchange
rates and exchange control policies;
|
●
|
inflation
rates;
|
●
|
labor
laws;
|
●
|
economic
growth;
|
●
|
currency
fluctuations;
|
●
|
monetary
policy;
|
●
|
liquidity
and solvency of the financial system;
|
●
|
limitations
on ownership of rural land by foreigners;
|
●
|
developments
in trade negotiations through the World Trade Organization or other
international organizations;
|
●
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environmental
regulations;
|
●
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restrictions
on repatriation of investments and on the transfer of funds
abroad;
|
●
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expropriation
or nationalization;
|
●
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import/export
restrictions or other laws and policies affecting foreign trade and
investment;
|
●
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price
controls or price fixing regulations;
|
●
|
restrictions
on land acquisition or use or agricultural commodity
production
|
●
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interest
rates;
|
●
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tariff
and inflation control policies;
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●
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import
duties on information technology equipment;
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●
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liquidity
of domestic capital and lending markets;
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●
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electricity
rationing;
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tax
policies;
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armed conflict or
war declaration; and
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●
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other
political, social and economic developments, including political,
social or economic instability, in or affecting the country where
each business is based.
|
Uncertainty
over whether governments will implement changes in policy or
regulation affecting these or other factors in the future may
contribute to economic uncertainty and heightened volatility in the
securities markets, which may have a material and adverse effect on
our business, results of operations and financial condition. In
addition, an eventual reduction of foreign investment in any of the
countries where we operate may have a negative impact on such
country’s economy, affecting interest rates and the ability
of companies to access financial markets.
Local currencies used in the conduct of our business are subject to
exchange rate volatility and exchange controls.
The
currencies of many Latin American countries have experienced
substantial volatility in recent years. Currency movements, as well
as higher interest rates, have materially and adversely affected
the economies of many Latin American countries, including countries
in which account for or are expected to account for a significant
portion of our revenues. The depreciation of local currencies
creates inflationary pressures that may have an adverse effect on
us generally, and may restrict access to international capital
markets. On the other hand, the appreciation of local currencies
against the U.S. Dollar may lead to deterioration in the balance of
payments of the countries where we operate, as well as to a lower
economic growth.
The
Argentine Peso depreciated 32.5% against the U.S. dollar in 2013,
31.2% in 2014, 52.1% in 2015 and 21.9% in 2016, based on the
official exchange rates published by the Central Bank. In the past
years, the Argentine government imposed restrictions on the
purchase of foreign currency which measures gave rise to an
unofficial market where the U.S. dollar traded at a different
market value than reflected in the official Argentine Peso –
U.S. Dollar exchange rate. Following national elections in
Argentina in 2015, the newly elected Macri administration (the
“Macri Administration”) changed the currency policy and
lifted all of the restrictions on the purchase of foreign currency
while at the same time officially depreciating the Argentine Peso,
practically eliminating the gap between the official and unofficial
exchange rates that coexisted during the previous years. We cannot
predict future fluctuations in the exchange rate of the Argentine
Peso or whether the Argentine government will change its currency
policy.
The
Brazilian currency has historically suffered frequent fluctuations.
As a consequence of inflationary pressures, in the past, the
Brazilian government has implemented various economic plans and
adopted a number of exchange rate policies, including sudden
devaluations, periodic mini-devaluations during which the frequency
of adjustments has ranged from daily to monthly, floating exchange
rate systems, exchange controls and dual exchange rate markets.
Formally the value of the Real against foreign currencies is
determined under a free-floating exchange rate regime, but in fact
the Brazilian government is currently intervening in the market,
through currency swaps and trading in the spot market, among other
measures, every time the currency exchange rate is above or below
the levels that the Brazilian government considers appropriate,
taking into account, inflation, growth, the performance of the Real
against the U.S dollar in comparison with other currencies and
other economic factors. Periodically, there are significant
fluctuations in the value of the Real against the U.S. dollar. The
Real depreciated 15.3% against the U.S. dollar in 2013, 12.52% in
2014, 49.04% in 2015, and in 2016 the Real appreciated 16.54%
against U.S. dollar.
The
Israeli currency did not suffer important fluctuations during the
last years. During fiscal year 2017, NIS appreciated against the
U.S. dollar by approximately 9.6%, while during fiscal year 2016
that currency depreciated by 2.2%. Likewise, during fiscal year
2015, NIS depreciated by 10.0%, while during fiscal year 2014, the
same currency suffered an appreciation of 1.2%.
Future
fluctuations in the value of the local currencies relative to the
U.S. dollar in the countries in which we operate may occur, and if
such fluctuations were to occur in one or a combination of the
countries in which we operate, our results of operations or
financial condition could be adversely affected.
In
addition, we may be subject to exchange control regulations in
these Latin American countries which might restrict our ability to
convert local currencies into U.S. Dollars.
Inflation and certain government measures to curb inflation may
have adverse effects on the economies of the countries where we
operate or intend to operate our business and our
operations.
In the
past, high levels of inflation have adversely affected the
economies and financial markets of some of the countries in which
we operate, particularly Argentina and Brazil, and the ability of
their governments to create conditions that stimulate or maintain
economic growth. Moreover, governmental measures to curb inflation
and speculation about possible future governmental measures have
contributed to the negative economic impact of inflation and have
created general economic uncertainty. As part of these measures,
governments have at times maintained a restrictive monetary policy
and high interest rates that has limited the availability of credit
and economic growth.
A
portion of our operating costs in Argentina are denominated in
Argentine Pesos, most of our operating costs in Brazil are
denominated in Brazilian Reais and most of our operating costs in
Israel are nominated in NIS. Inflation in Argentina, Brazil or
Israel without a corresponding Peso, Real or NIS devaluation, could
result in an increase in our operating costs without a commensurate
increase in our revenues, which could adversely affect our
financial condition and our ability to pay our foreign currency
denominated obligations.
After
several years of price stability in Argentina, the devaluation of
the Peso in January 2002 imposed pressures on the domestic price
system that generated high inflation throughout 2002. In 2003,
inflation decreased significantly and stabilized. However, in
recent years, encouraged by the pace of economic growth, according
to the Instituto Nacional de Estadisticas y Censos, or
“INDEC” (Argentine Statistics and Census Agency), the
consumer price index increased by 9.5% in 2011, 10.8% in 2012, and
10.9% in 2013; while the wholesale price index increased 10.3% in
2009, 14.6% in 2010, 12.7% in 2011, 13.1% in 2012, 14.7% in 2013
and 28.3% in 2014. The accuracy of the measurements of the INDEC
has been questioned in the past, and the actual consumer price
index and wholesale price index could be substantially higher than
those indicated by the INDEC. See “—Risks Related to
Argentina— There are concerns about the accuracy of
Argentina’s official inflation
statistics.”
In
February 2014 the INDEC modified the methodology for the
calculation of the consumer price index (“CPI”) and the
gross domestic product. Under the new calculation methodology, the
CPI increased by 23.9% in 2014 and 11.9% as of October 2015 (for
the first nine months of 2015). However, opposition lawmakers
reported an inflation rate of 38.5% and 27.5%, respectively. In
December 2015, the Macri administration appointed a former director
of a private consulting firm to manage the INDEC. The new director
initially suspended the publication of any official data prepared
by INDEC and implemented certain methodological reforms and
adjusted certain indices based on those reforms. In January 25,
2016, INDEC published two alternative measures of the CPI for the
year 2015, 29.6% and 31.6%, which were based on data from the City
of Buenos Aires and the Province of San Luis. After implementing
these methodological reforms in June 2016, the INDEC resumed its
publication of the consumer price index. According to INDEC,
Argentina´s rate of inflation for January, February, March,
April, May, June, and July and August 2017 were 1.3%, 2.5%, 2.4%
2.6%, 1.3%, 1.2%, 1.7% and 1.4%, respectively.
Brazil
has historically experienced high rates of inflation. Inflation, as
well as government efforts to curb inflation, has had significant
negative effects on the Brazilian economy, particularly prior to
1995. Inflation rates were 7.8% in 2007 and 9.8% in 2008, compared
to deflation of 1.7% in 2009, inflation of 11.3% in 2010, inflation
of 5.1% in 2011, inflation of 7.8% in 2012, inflation of 5.5% in
2013, inflation of 3.7% in 2014, inflation of 10.5% in 2015, and
7.2% accumulated in the year ended on December 31, 2016, as
measured by the General Market Price Index (Indice Geral de
Preços — Mercado), compiled by the Getúlio Vargas
Foundation (Fundação Getúlio Vargas). A significant
proportion of our cash costs and our operating expenses are
denominated in Brazilian Reais and tend to increase with Brazilian
inflation. The Brazilian government’s measures to control
inflation have in the past included maintaining a tight monetary
policy with high interest rates, thereby restricting the
availability of credit and reducing economic growth. This policy
has changed in the last two years, when the Brazilian government
decreased the interest rate by 525 basis points. Subsequently, the
high inflation, arising from the lower interest rate, and the
intention to maintain this rate at low levels, led the Brazilian
government to adopt other measures to control inflation, such as
tax relief for several sectors of the economy and tax cuts for the
products included in the basic food basket. These measures were not
sufficient to control the inflation, which led the Brazilian
government to reinstate a tighter monetary policy. As a result,
interest rates have fluctuated significantly. The SELIC interest
rate in Brazil at year-end was 10.0% in 2013, 11.75% in 2014,
14.25% in 2015 as determined by the Comitê de Política
Monetária, or COPOM. In the quarter ended on December 31,
2016, the SELIC was 13.75%.
Argentina
and/or Brazil may experience high levels of inflation in the
future, which may impact domestic demand for our products.
Inflationary pressures may also weaken investor confidence in
Argentina and/or Brazil, curtail our ability to access foreign
financial markets and lead to further government intervention in
the economy, including interest rate increases, restrictions on
tariff adjustments to offset inflation, intervention in foreign
exchange markets and actions to adjust or fix currency values,
which may trigger or exacerbate increases in inflation, and
consequently have an adverse impact on us. In an inflationary
environment, the value of uncollected accounts receivable, as well
as of unpaid accounts payable, declines rapidly. If the countries
in which we operate experience high levels of inflation in the
future and price controls are imposed, we may not be able to adjust
the rates we charge our customers to fully offset the impact of
inflation on our cost structures, which could adversely affect our
results of operations or financial condition.
Depreciation
of the Peso or the Real relative to the U.S. Dollar or the Euro may
also create additional inflationary pressures in Argentina or
Brazil that may negatively affect us. Depreciation generally
curtails access to foreign financial markets and may prompt
government intervention, including recessionary governmental
policies. Depreciation also reduces the U.S. Dollar or Euro value
of dividends and other distributions on our common shares and the
U.S. Dollar or Euro equivalent of the market price of our common
shares. Any of the foregoing might adversely affect our business,
operating results, and cash flow, as well as the market price of
our common shares.
Conversely,
in the short term, a significant increase in the value of the Peso
or the Real against the U.S. Dollar would adversely affect the
respective Argentine and/or Brazilian government’s income
from exports. This could have a negative effect on GDP growth and
employment and could also reduce the public sector’s revenues
in those countries by reducing tax collection in real terms, as a
portion of public sector revenues are derived from the collection
of export taxes.
Developments in other markets may affect the Latin American
countries where we operate or intend to operate, and as a result
our financial condition and results of operations may be adversely
affected.
The
market value of securities of companies such as us may be, to
varying degrees, affected by economic and market conditions in
other global markets. Although economic conditions vary from
country to country, investors’ perception of the events
occurring in one country may substantially affect capital flows
into and securities from issuers in other countries, including
latin american countries. Various Latin American economies have
been adversely impacted by the political and economic events
thatoccurred in several emerging economies in recent times.
Furthermore, Latin American economies may be affected by events in
developed economies which are trading partners or that impact the
global economy and adversely affect our activities and the results
of our operations.
Land in Latin American countries may be subject to expropriation or
occupation.
Our
land may be subject to expropriation by the governments of the
countries where we operate and intend to operate. An expropriation
could materially impair the normal use of our lands or have a
material adverse effect on our results of operations. In addition,
social movements, such as Movimento dos Trabalhadores Rurais Sem Terra
and Comissão Pastoral da Terra in Brazil, are active in
certain countries where we operate or intend to operate. Such
movements advocate land reform and mandatory property
redistribution by governments. Invasions and occupations of rural
areas by a large number of individuals is common practice for these
movements, and, in certain areas, including some of those in which
we are likely to invest, police protection and effective eviction
proceedings are not available to land owners. As a result, we
cannot assure you that our properties will not be subject to
invasion or occupation. A land invasion or occupation could
materially affect the normal use of our properties or have a
material adverse effect on us or the value of our common shares and
our ADSs.
We may invest in countries other than Argentina and Brazil and
cannot give you any assurance as to the countries in which we will
ultimately invest, and we could fail to list all risk factors for
each possible country.
We have
a broad and opportunistic business strategy therefore we may invest
in countries other than Argentina, Brazil and Israel including
countries in other emerging markets outside Latin America (e.g.,
Africa). As a result, it is not possible at this time to identify
all risk factors that may affect our future operations and the
value of our common shares and ADSs.
Disruption of transportation and logistics services or insufficient
investment in public infrastructure could adversely affect our
operating results.
One of
the principal disadvantages of the agricultural sector in the
countries in which we operate is that key growing regions lie far
from major ports. As a result, efficient access to transportation
infrastructure and ports is critical to the growth of agriculture
as a whole in the countries in which we operate and of our
operations in particular. Improvements in transportation
infrastructure are likely to be required to make more agricultural
production accessible to export terminals at competitive prices. A
substantial portion of agricultural production in the countries in
which we operate is currently transported by truck, a means of
transportation significantly more expensive than the rail
transportation available to U.S. and other international producers.
Our dependence on truck transportation may affect our position as a
low-cost producer so that our ability to compete in the world
markets may be impaired.
Even
though road and rail improvement projects have been considered for
some areas of Brazil, and in some cases implemented, substantial
investments are required for road and rail improvement projects,
which may not be completed on a timely basis, if at all. Any delay
or failure in developing infrastructure systems could reduce the
demand for our products, impede our products’ delivery or
impose additional costs on us. We currently outsource the
transportation and logistics services necessary to operate our
business. Any disruption in these services could result in supply
problems at our farms and processing facilities and impair our
ability to deliver our products to our customers in a timely
manner.
Risks Relating to Our Business
Fluctuation in market prices for our agriculture products could
adversely affect our financial condition and results of
operations.
Prices
for cereals, oilseeds and by-products, like those of other
commodities, have historically been cyclical and sensitive to
domestic and international changes in supply and demand and can be
expected to fluctuate significantly. In addition, the agricultural
products and by-products we produce are traded on commodities and
futures exchanges and thus are subject to speculative trading,
which may adversely affect us. The prices that we are able to
obtain for our agriculture products depend on many factors beyond
our control, including:
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prevailing
world prices, which historically have been subject to significant
fluctuations over relatively short periods of time, depending on
worldwide demand and supply;
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changes
in the agricultural subsidy levels in certain important countries
(mainly the United States and countries in the European Union) and
the adoption of other government policies affecting industry market
conditions and prices;
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changes
to trade barriers of certain important consumer markets (including
China, India, the U.S. and the E.U.) and the adoption of other
governmental policies affecting industry market conditions and
prices;
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changes
in government policies for biofuels;
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world
inventory levels, i.e., the supply of commodities carried over from
year to year;
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climatic
conditions and natural disasters in areas where agricultural
products are cultivated;
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the
production capacity of our competitors; and
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demand
for and supply of competing commodities and
substitutes.
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Our
financial condition and results of operations could be materially
and adversely affected if the prices of our agricultural products
decline.
Unpredictable weather conditions, pest infestations and diseases
may have an adverse impact on our crop yields and cattle
production.
The
occurrence of severe adverse weather conditions, especially
droughts, hail, or floods, is unpredictable and may have a
potentially devastating impact upon our crop production and, to a
lesser extent, our cattle and wool production, and may otherwise
adversely affect the supply and price of the agricultural
commodities that we sell and use in our business. The occurrence of
severe adverse weather conditions may reduce yields on our
farmlands or require us to increase our level of investment to
maintain yields. Additionally, higher than average temperatures and
rainfall can contribute to an increased presence of pest and
insects that may adversely impact our agricultural
production.
According
to the United States Department of Agriculture (“USDA”)
estimates, Argentina’s crops output (wheat, corn and soybean)
for the 2016/2017 season is expected to increse by 12.3%, reaching
a production of 108 million tons, as compared to the previous
cycle. The forecast shows mainly an increase in the planted area,
with a focus on wheat and corn, which is additionally enhanced by a
slightly better expected yield in comparison with the 2015/2016
campaign. The estimated production of soybean is supposed to reach
57 million tons, the wheat production 14.4 million tons and the
corn production 36.5 million tons.
The
occurrence and effects of disease and plagues can be unpredictable
and devastating to agricultural products, potentially rendering all
or a substantial portion of the affected harvests unsuitable for
sale. Our agricultural products are also susceptible to fungus and
bacteria that are associated with excessively moist conditions.
Even when only a portion of the production is damaged, our results
of operations could be adversely affected because all or a
substantial portion of the production costs have been incurred.
Although some diseases are treatable, the cost of treatment is
high, and we cannot assure you that such events in the future will
not adversely affect our operating results and financial condition.
Furthermore, if we fail to control a given plague or disease and
our production is threatened, we may be unable to supply our main
customers, which could affect our results of operations and
financial condition.
As a
result, we cannot assure you that the current and future severe
adverse weather conditions or pest infestations will not adversely
affect our operating results and financial condition.
Our cattle are subject to diseases.
Diseases
among our cattle herds, such as mastitis, tuberculosis, brucellosis
and foot-and-mouth disease, can have an adverse effect on milk
production and fattening, rendering cows unable to produce milk or
meat for human consumption. Outbreaks of cattle diseases may also
result in the closure of certain important markets, such as the
United States, to our cattle products. Although we abide by
national veterinary health guidelines, which include laboratory
analyses and vaccination, to control diseases among the herds,
especially foot-and-mouth disease, we cannot assure that future
outbreaks of cattle diseases will not occur. A future outbreak of
diseases among our cattle herds may adversely affect our cattle and
milk sales which could adversely affect our operating results and
financial condition.
We may be exposed to material losses due to volatile crop prices
since a significant portion of our production is not hedged, and
exposed to crop price risk.
Due to
the fact that we do not have all of our crops hedged, we are unable
to have minimum price guarantees for all of our production and are
therefore exposed to significant risks associated with the level
and volatility of crop prices. We are subject to fluctuations in
crop prices which could result in receiving a lower price for our
crops than our production cost. We are also subject to exchange
rate risks related to our crops that are hedged, because our
futures and options positions are valued in U.S. Dollars, and thus
are subject to exchange rate risk.
In
addition, if severe weather or any other disaster generates a lower
crop production than the position already sold in the market, we
may suffer material losses in the repurchase of the sold
contracts.
The creation of new export taxes may have an adverse impact on our
sales and results of operations.
In
order to prevent inflation and variations in the exchange rate from
adversely affecting prices of primary and manufactured products
(including agricultural products), and to increase tax collections
and reduce Argentina’s fiscal deficit, the Argentine
government has imposed new taxes on exports. Pursuant to Resolution
No. 11/02 of the Ministry of Economy and Production, as amended by
Resolution No. 35/02, No. 160/2002, No. 307/2002 and No. 530/2002,
effective as of March 5, 2002, the Argentine government imposed a
20%, 10% and 5% export tax on primary and manufactured products. On
November 12, 2005, pursuant to Resolution No. 653/2005, the
Ministry of Economy and Production increased the tax on cattle
exports from 5% to 10%, and on January 2007 increased the tax on
soybean exports from 23.5% to 27.5%. Pursuant to Resolutions No.
368/07 and No. 369/07 both dated November 12, 2007, theMinistry of
Economy and Production further increased the tax on soybean exports
from 27.5% to 35.0% and also the tax on wheat and corn exports from
20.0% to 28.0% and from 20.0% to 25.0%, respectively. In early
March 2008, the Argentine government introduced a regime of sliding
–scale export tariffs for oilseed, grains and by-products,
where the withholding rate (in percentage) would increase to the
same extent as the crops’ price. Therefore, it imposed an
average tax for soybean exports of 46%, compared to the previous
fixed rate of 35%. In addition, the tax on exports of wheat was
increased, from a fixed rate of 28% to an average variable rate of
38%, and the tax on exports of corn changed from a fixed rate of
25% to an average variable rate of 36%.
This
tariff regime, which according to farmers effectively sets a
maximum price for their crops, sparked widespread strikes and
protests by farmers whose exports have been one of the principal
driving forces behind Argentina’s recent growth. In April
2008, as a result of the export tariff regime, farmers staged a
21-day strike in which, among other things, roadblocks were set up
throughout the country, triggering Argentina’s most
significant political crisis in five years. These protests
disrupted transport and economic activity, which led to food
shortages, a surge in inflation and a drop in export registrations.
Finally, the federal executive branch decided to send the new
regime of sliding-scale export tariffs to the federal congress for
its approval. The project was approved in the lower chamber of the
national congress but rejected by the Senate. Subsequently, the
federal government abrogated the regime of sliding-scale export
tariffs and reinstated the previous scheme of fixed
withholdings.
In
December 2015, the government of Mauricio Macri announced the
reduction of 35 to 30% of export duties on soybean and the removing
of all of the export duties for the rest of the products. To the
date, the Argentine government is analyzing the possibility of
reducing again the tax for soybean exports. In addition, Decree
1343/17 implemented a monthly reduction of 0.5% of the export duty
in force on soybean, wheat and soybean oil from January 2018 to
December 2019 inclusive.
Export
taxes may have a material adverse effect on our sales and results
of operations. We produce exportable goods and, therefore, an
increase in export taxes is likely to result in a decrease in our
products’ price, and, therefore, may result in a decrease of
our sales. We cannot guarantee the impact of those or any other
future measures that might be adopted by the Argentine government
on our financial condition and result of operations.
An international credit crisis could have a negative impact on our
major customers which in turn could materially adversely affect our
results of operations and liquidity.
The
most recent international credit crisis that started in 2008 had a
significant negative impact on businesses around the world.
Although we believe that available borrowing capacity under the
current conditions and proceeds resulting from potential farmland
sales will provide us with sufficient liquidity through the current
economic environment, the impact of the crisis on our major
customers cannot be predicted and may be quite severe. A disruption
in the ability of our significant customers to access liquidity
could cause serious disruptions or an overall deterioration of
their businesses which could lead to a reduction in their future
orders of our products and the inability or failure on their part
to meet their payment obligations to us, any of which could have a
material adverse effect on our results of operations and
liquidity.
Government intervention in the markets may have a direct impact on
our prices.
The
Argentine government has set certain industry market conditions and
prices in the past. In order to prevent a substantial increase in
the price of basic products as a result of inflation, the Argentine
government is adopting an interventionist policy. In March 2002,
the Argentine government fixed the price for milk after a conflict
among producers and the government. Since 2005, the Argentine
government, in order to increase the domestic availability of beef
and reduce domestic prices, adopted several measures: it increased
turnover tax and established a minimum average number of animals to
be slaughtered. In March 2006, the registries for beef exports were
temporarily suspended. This last measure was softened once prices
decreased. There can be no assurance that the Argentine government
will not interfere in other areas by setting prices or regulating
other market conditions. Accordingly, we cannot assure you that we
will be able to freely negotiate all our products’ prices in
the future or that the prices or other market conditions that the
Argentine government could impose will allow us to freely negotiate
the price of our products.
We do not maintain insurance over all our crop storage facilities;
therefore, if a fire or other disaster damages some or all of our
harvest, we will not be completely covered.
Our
production is, in general, subject to different risks and hazards,
including adverse weather conditions, fires, diseases, pest
infestations and other natural phenomena. We store a significant
portion of our grain production during harvest due to the seasonal
drop in prices that normally occurs at that time. Currently, we
store a significant portion of our grain production in plastic
silos. We do not maintain insurance on our plastic silos. Although
our plastic silos are placed in several different locations, and it
is unlikely that a natural disaster affects all of them
simultaneously, a fire or other natural disaster which damages the
stored grain, particularly if such event occurs shortly after
harvesting, could have an adverse effect on our operating results
and financial condition.
Worldwide
competition in the markets for our products could adversely affect
our business and results of operations.
We
experience substantial worldwide competition in each of our markets
in which we operate, and in many of our product lines. The market
for cereals, oil seeds and by-products is highly competitive and
also sensitive to changes in industry capacity, producer
inventories and cyclical changes in the world’s economies,
any of which may significantly affect the selling prices of our
products and thereby our profitability. Argentina is more
competitive in the oilseed market than in the market for cereals.
Due to the fact that many of our products are agricultural
commodities, they compete in the international markets almost
exclusively on the basis of price. The market for commodities is
highly fragmented. Small producers can also be important
competitors, some of which operate in the informal economy and are
able to offer lower prices by meeting lower quality standards.
Competition from other producers is a barrier to expanding our
sales in the domestic/foreign market. Many other producers of these
products are larger than us, and have greater financial and other
resources. Moreover, many otherproducers receive subsidies from
their respective countries while we do not receive any such
subsidies from the Argentine government. These subsidies may allow
producers from other countries to produce at lower costs than us
and/or endure periods of low prices and operating losses for longer
periods than we can. Any increased competitive pressure with
respect to our products could materially and adversely affect our
financial condition and results of operations.
Social movements may affect the use of our agricultural properties
or cause damage to them.
Social
movements, such as the Landless Rural Workers’ Movement
(Movimento dos Trabalhadores
Rurais Sem Terra) and the Pastoral Land Commission
(Comissão Pastoral da
Terra) are active in Brazil and advocate land reform and
property redistribution by the Brazilian government. Invasion and
occupation of agricultural land by large numbers of people is a
common practice among the members of such movements and, in certain
regions, including those where we currently invest, remedies such
as police protection or eviction procedures are inadequate or
non-existent. As a result, we cannot assure you that our
agricultural properties will not be subject to invasion or
occupation by any social movement. Any invasion or occupation may
materially impair the use of our lands and adversely affect our
business, financial condition, and results of
operations.
If we are unable to maintain our relationships with our customers,
particularly with the single customer who purchases our entire raw
milk production each month, our business may be adversely
affected.
Our
cattle sales are diversified but we are and will continue to be
significantly dependent on a number of third party relationships,
mainly with our customers for crop and milk sales. During the
fiscal year 2017, we sold our products to approximately 500
customers. Sales of agricultural products to our ten largest
customers represented approximately 45% to 50 % of our net
agricultural sales for the fiscal year ended June 30, 2017. Of
these customers, our most important customers were Cargill
S.A.C.I., Granos Olavarria, Bunge Alimentos S. A. and Amaggi &
LD Commodities S.A.
We sell
our crop production mainly to exporters and manufacturers that
process the raw materials to produce meal and oil, products that
are sent to the export markets. The Argentine crop market is
characterized by a few purchasers and a great number of sellers.
Although most of the purchasers are international companies with
strong financial conditions, we cannot assure you that this
situation will remain the same in the future or this market will
not get more concentrated in the future.
We may
not be able to maintain or form new relationships with customers or
others who provide products and services that are important to our
business. Accordingly, we cannot assure you that our existing or
prospective relationships will result in sustained business or the
generation of significant revenues.
Our business is seasonal, and our revenues may fluctuate
significantly depending on the growing cycle.
Our
agricultural business is highly seasonal due to its nature and
cycle. The harvest and sale of crops (corn, soybean and sunflower)
generally occurs from February to June. Wheat is harvested from
December to January. Our operations and sales are affected by the
growing cycle of the crops we process and by decreases during the
summer in the price of the cattle we fatten. As a result, our
results of operations have varied significantly from period to
period, and are likely to continue to vary, due to seasonal
factors.
A substantial portion of our assets is farmland that is highly
illiquid.
We have
been successful in partially rotating and monetizing a portion of
our investments in farmland. Ownership of a significant portion of
the land we operate is a key part of our business model. However,
agricultural real estate is generally an illiquid asset. Moreover,
the adoption of laws and regulations that impose limitations on
ownership of rural land by foreigners in the jurisdictions in which
we operate may also limit the liquidity of our farmland holdings.
See “—Risks Related to Argentina— The Rural Land Law and its
application.” As a result, it is unlikely that we will be
able to adjust our owned agricultural real estate portfolio
promptly in response to changes in economic, business or regulatory
conditions. Illiquidity in local market conditions may adversely
affect our ability to complete dispositions, to receive proceeds
generated from any such sales or to repatriate any such
proceeds.
The restrictions imposed on our subsidiaries’ dividend
payments may adversely affect us.
We have
subsidiaries, and therefore, dividends in cash and other permitted
payments of our subsidiaries constitute a major source of our
income. The debt agreements of our subsidiaries contain covenants
that may restrict their ability to pay dividends or proceed with
other types of distributions. If our subsidiaries are prevented
from making payments to us or if they are only allowed to pay
limited amounts, we may be unable to pay dividends or to repay our
indebtedness.
We could be materially and adversely affected by our investment in
Brasilagro.
We
consolidated our financial statements with our subsidiary
Brasilagro. Brasilagro was formed on September 23, 2005 to exploit
opportunities in the Brazilian agricultural sector. Brasilagro
seeks to acquire and develop future properties to produce a
diversified range of agricultural products (which may include
sugarcane, grains, cotton, forestry products and livestock).
Brasilagro is a startup company that has been operating since 2006.
As a result, it has a developing business strategy and limited
track record. Brasilagro’s business strategy may not be
successful, and if not successful, Brasilagro may be unable to
successfully modify its strategy. Brasilagro’s ability to
implement its proposed business strategy may be materially and
adversely affected by many known and unknown factors. If we were to
write-off our investments in Brasilagro, this would likely
materially and adversely affect our business. As of June 30, 2017,
we owned 42.44% of the outstanding common shares of
Brasilagro.
We are subject to extensive environmental regulation.
Our
activities are subject to a wide set of federal, state and local
laws and regulations relating to the protection of the environment,
which impose various environmental obligations. Obligations include
compulsory maintenance of certain preserved areas in our
properties, management of pesticides and associated hazardous waste
and the acquisition of permits for water use. Our proposed business
is likely to involve the handling and use of hazardous materials
that may cause the emission of certain regulated substances. In
addition, the storage and processing of our products may create
hazardous conditions. We could be exposed to criminal and
administrative penalties, in addition to the obligation to remedy
the adverse effects of our operations on the environment and to
indemnify third parties for damages, including the payment of
penalties for non-compliance with these laws and regulations. Since
environmental laws and their enforcement are becoming more
stringent in Argentina, our capital expenditures and expenses for
environmental compliance may substantially increase in the future.
In addition, due to the possibility of future regulatory or other
developments, the amount and timing of environmental-related
capital expenditures and expenses may vary substantially from those
currently anticipated. The cost of compliance with environmental
regulation may result in reductions of other strategic investments
which may consequently decrease our profits. Any material
unforeseen environmental costs may have a material adverse effect
on our business, results of operations, financial condition or
prospects.
As of
June 30, 2017, we owned land reserves extending over more than
360,386 hectares that were purchased at very attractive prices. In
addition, we have a concession over 108,095 hectares reserved for
future development. We believe that there are technological tools
available to improve productivity in these farmlands and,
therefore, achieve appreciation in the long term. However, current
or future environmental regulations could prevent us from fully
developing our land reserves by requiring that we maintain part of
this land as natural woodlands not to be used for production
purposes.
Increased energy prices and fuel shortages could adversely affect
our operations.
We
require substantial amounts of fuel oil and other resources for our
harvest activities and transport of our agricultural products. We
rely upon third parties for our supply of the energy resources
consumed in our operations. The prices for and availability of
energy resources may be subject to change or curtailment,
respectively, dueto, among other things, new laws or regulations,
imposition of new taxes or tariffs, interruptions in production by
suppliers, worldwide price levels and market conditions. The prices
of various sources of energy may increase significantly from
current levels. An increase in energy prices could materially
adversely affect our results of operations and financial
condition.
Over
the last few years, the Argentine government has taken certain
measures in order to reduce the use of energy during peak months of
the year by frequently cutting energy supply to industrial
facilities and large consumers to ensure adequate supply for
residential buildings. Also, the Macri administration in Argentina
has declared a state of emergency with respect to the national
energysystem until December 31, 2017. The state of emergency will
allow the Macri administration to take any action to ensure the
supply of energy. A revision to the current subsidy policies has
also been announced by the Macri administration. If energy supply
is cut for an extended period of time and we are unable to find
replacement sources at comparable prices, or at all, our business
and results of operations could be adversely affected.
We depend on our chairman and senior management.
Our
success depends, to a significant extent, on the continued
employment of Mr. Eduardo S. Elsztain, our chairman, and Alejandro
G. Elsztain, our chief executive officer, and second vice-chairman.
The loss of their services for any reason could have a material
adverse effect on our business. If our current principal
shareholders were to lose their influence on the management of our
business, our principal executive officers could resign or be
removed from office.
Our
future success also depends in part upon our ability to attract and
retain other highly qualified personnel. We cannot assure you that
we will be successful in hiring or retaining qualified personnel,
or that any of our personnel will remain employed by
us.
The Investment Company Act may limit our future
activities.
Under
Section 3(a)(3) of the Investment Company Act of 1940, as amended
(“Investment Company Act”), an investment company is
defined in relevant part to include any company that owns or
proposes to acquire investment securities that have a value
exceeding 40% of such company’s unconsolidated total assets
(exclusive of U.S. government securities and cash items).
Investments in minority interests of related entities as well as
majority interests in consolidated subsidiaries which themselves
are investment companies are included within the definition of
“investment securities” for purposes of the 40% limit
under the Investment Company Act.
Companies
that are investment companies within the meaning of the Investment
Company Act, and that do not qualify for an exemption from the
provisions, are required to register with the SEC and are subject
to substantial regulations with respect to capital structure,
operations, transactions with affiliates and other matters. In the
event such companies do not register under the Investment Company
Act, they may not, among other things, conduct public offerings of
their securities in the United States or engage in interstate
commerce in the United States. Moreover, even if we desired to
register with the SEC as an investment company, we could not do so
without an order of the Commission because we are a non-U.S.
corporation, and it is unlikely that the SEC would issue such an
order.
In
recent years we made a significant investment in the capital stock
of IRSA. As of June 30, 2017, we owned approximately 63.38% of
IRSA’s outstanding shares. Although we believe we are not an
“investment company” for purposes of the Investment
Company Act, our belief is subject to substantial uncertainty, and
we cannot give you any assurance that we would not be determined to
be an “investment company” under the Investment Company
Act. As a result, the uncertainty regarding our status under the
Investment Company Act may adversely affect our ability to offer
and sell securities in the United States or to U.S. persons. The
U.S. capital markets have historically been an important source of
funding for us, and our ability to obtain financing in the future
may be adversely affected by a lack of access to the U.S. markets.
If an exemption under the Investment Company Act is unavailable to
us in the future and we desire to access the U.S. capital markets,
our only recourse would be to file an application to the SEC for an
exemption from the provisions of the Investment Company Act which
is a lengthy and highly uncertain process.
Moreover,
if we offer and sell securities in the United States or to U.S.
persons and we were deemed to be an investment company under the
investment company act and not exempted from the application of the
Investment Company Act, contracts we enter into in violation of, or
whose performance entails a violation of, the Investment Company
Act, including any such securities, may not be enforceable against
us.
We hold Argentine securities which might be more volatile than U.S.
securities and carry a greater risk of default.
We
currently have and in the past have had certain investments in
Argentine government debt securities, corporate debt securities,
and equity securities. In particular, we hold a significant
interest in IRSA, an Argentine company that has suffered material
losses, particularly during the fiscal years 2001 and 2002.
Although our holding of these investments, excluding IRSA, tends to
be short term, investments in such securities involve certain
risks, including:
●
market volatility,
higher than those typically associated with U.S. government and
corporate securities; and
Some of
the issuers in which we have invested and may invest, including the
Argentine government, have in the past experienced substantial
difficulties in servicing their debt obligations, which have led to
the restructuring of certain indebtedness. We cannot assure that
the issuers in which we have invested or may invest will not be
subject to similar or other difficulties in the future which may
adversely affect the value of our investments in such issuers. In
addition, such issuers and, therefore, such investments, are
generally subject to many of the risks that are described in this
section with respect to us, and, thus, could have little or no
value.
Risks relating to our investment in IRSA
Inversiones y Representaciones S.A.
(“IRSA”.)
We could be adversely affected by our investment in IRSA if its
value declines.
Our
investment in IRSA is exposed to the common risks generally
inherent in investments in the real estate industry, many of which
are outside IRSA’s control. Any of these risks could
adversely and materially affect IRSA’s businesses, financial
position and/or results of operations. Any available returns on
capital expenditures associated with real estate are dependent upon
sales volumes and/or revenues from leases and the expenses
incurred. In addition, there are other factors that may adversely
affect the performance and the value of a property, including the
local economic conditions prevailing in the area where the property
is located, macroeconomic conditions in Argentina and in the rest
of the world, competition from other companies engaged in real
estate development, IRSA’s ability to find lessees,
non-performance by lessees and/or lease terminations, changes in
legislation and in governmental regulations (including those
governing the use of the properties, urban planning and real estate
taxes), variations in interest rates (including the risk of an
increase in interest rates causing a reduction in the sales of lots
in properties intended for residential development) and the
availability of funding. In addition, and given the relative
illiquidity of the real estate market, IRSA could be unable to
effectively respond to adverse market conditions and/or be
compelled to undersell one or more of its properties. Broadly
speaking, some significant expenses, such as debt services, real
estate taxes and operating and maintenance costs do not fall when
there are circumstances that reduce the revenues from an
investment.
These
factors and/or events could impair IRSA’s ability to respond
to adverse changes in the returns on its investments thus causing a
significant reduction in its financial position and/or the results
of its operations, which could have an adverse effect on our
financial position and the results of our operations.
IRSA is subject to risks inherent to the operation of shopping
malls that may affect its profitability.
IRSA’s
shopping malls are subject to various factors that affect their
development, administration and profitability,
including:
●
decline in
IRSA’s
lease prices or increases in levels of default by its tenants due
to economic conditions, increases in interest rates and other
factors out of its control;
●
the accessibility
and the attractiveness of the area where the shopping mall is
located;
●
the intrinsic
attractiveness of the shopping mall;
●
the flow of people
and the level of sales of each shopping mall rental
unit;
●
the increasing
competition from internet sales;
●
the amount of rent
collected from each shopping mall rental unit;
●
changes in consumer
demand and availability of consumer credit (considering the limits
impose by the Central Bank to interest rates charged by financial
institutions), both of which are highly sensitive to general
macroeconomic conditions; and
●
fluctuations in
occupancy levels in the shopping malls.
An
increase in IRSA’s operating costs, caused by inflation or by
other factors, could have a material adverse effect on IRSA if its
tenants are unable to pay higher rent as a result of increased
expenses. Moreover, the shopping mall business is closely related
to consumer spending and affected by prevailing economic
conditions. All of the shopping malls and commercial properties,
under Operations Center in Argentina, are located in Argentina,
and, as a consequence, their business is vulnerable to recession
and economic downturns in Argentina. For example, during the
economic crisis in Argentina that began in 2001, consumer spending
decreased significantly, and higher unemployment, political
instability and high rates of inflation significantly reduced
consumer spending and resulted in lower sales that led some tenants
to shutdown. Persistently poor economic conditions in Argentina in
the future could result in a decline in discretionary consumer
spending which will likely have a material adverse effect on the
revenues from shopping mall activity and thus on IRSA’s
business.
IRSA’s assets are highly concentrated in certain geographic
areas and an economic downturn in such areas could have a material
adverse effect on IRSA’s results of operations and financial
condition.
For the
fiscal year ended June 30, 2017, 80% of IRSA’s sales from
leases and services provided by the Shopping Malls segment were
derived from shopping malls located in the City of Buenos Aires and
the Greater Buenos Aires area. In addition, all of IRSA’s
office buildings are located in the City of Buenos Aires and a
substantial portion of IRSA’s revenues in Argentina are
derived from such properties. Although IRSA owns properties and may
acquire or develop additional properties outside of the City of
Buenos Aires and the Greater Buenos Aires area, the Company expects
to continue to depend to a large extent on economic conditions
affecting those areas. Consequently, an economic downturn in those
areas could have a material adverse effect on IRSA’s
financial condition and results of operations by reducing its
rental income and adversely affect its ability to meet its debt
obligations and fund its operations.
IRSA’s performance is subject to risks associated with its
properties and with the real estate industry.
IRSA’s
operating performance and the value of its real estate assets are
subject to the risk that the properties may not be able to generate
sufficient revenues to meet its operating expenses, including debt
service and capital expenditures, IRSA’s cash flow and
ability to service its debt and to cover other expenses may be
adversely affected.
Events
or conditions beyond the Company’s control that may adversely
affect its operations or the value of its properties
include:
●
downturns in the
national, regional and local economic climate;
●
volatility and
decline in discretionary spending;
●
competition from
other shopping malls and office, and commercial
buildings;
●
local real estate
market conditions, such as oversupply or reduction in demand for
retail, office, or other commercial space;
●
decreases in
consumption levels;
●
changes in interest
rates and availability of financing;
●
the exercise by our
tenants of their legal right to early termination of their
leases;
●
vacancies, changes
in market rental rates and the need to periodically repair,
renovate and re-lease space;
●
increased operating
costs, including insurance expense, salary increases, utilities,
real estate taxes, state and local taxes and heightened security
costs;
●
civil disturbances,
earthquakes and other natural disasters, or terrorist acts or acts
of war which may result in uninsured or underinsured
losses;
●
significant
expenditures associated with each investment, such as debt service
payments, real estate taxes, insurance and maintenance
costs;
●
declines in the
financial condition of our tenants and our ability to collect rents
from our tenants;
●
changes in our
ability or our tenants’ ability to provide for adequate
maintenance and insurance, possibly decreasing the useful life of
and revenue from property;
●
changes in law or
governmental regulations (such as those governing usage, zoning and
real property taxes) or government action such as expropriation,
confiscation or revocation of concessions; and
●
judicial
interpretation of the New Civil and Commercial Code (in force since
August 1, 2015) which may be adverse to our interests.
If any
one or more of the foregoing conditions were to affect IRSA’s
business, it could have a material adverse effect on its financial
condition and results of operations could be materially adversely
affected.
An adverse economic environment for real estate companies such as a
credit crisis may adversely impact IRSA’s results of
operations and business prospects significantly.
The
success of IRSA’s business and profitability of its
operations depend on continued investment in real estate and access
to capital and debt financing. A prolonged crisis of confidence in
real estate investments and lack of credit for acquisitions may
constrain the Company’s growth. As part of IRSA’s
strategy, the Company intends to increase its properties portfolio
through strategic acquisitions of core properties at favorable
prices, where IRSA believes it can bring the necessary expertise to
enhance property values. In order to pursue acquisitions, IRSA may
need access to equity capital and/or debt financing. Any
disruptions in the financial markets may adversely impact
IRSA’s ability to refinance existing debt and the
availability and cost of credit in the near future. Any
consideration of sales of existing properties or portfolio
interests may be offset by lower property values. IRSA’s
ability to make scheduled payments or to refinance its existing
debt obligations depends on its operating and financial
performance, which in turn is subject to prevailing economic
conditions. If a recurrence of the disruptions in financial markets
remains or arises in the future, there can be no assurances that
government responses to such disruptions will restore investor
confidence, stabilize the markets or increase liquidity and the
availability of credit.
The loss of tenants could adversely affect the operating revenues
and value of IRSA’s properties.
Although
no single tenant represents more than 3% of IRSA’s revenues,
if a significant number of tenants at IRSA’s retail or office
properties were to experience financial difficulties, including
bankruptcy, insolvency or a general downturn of business, or if the
Company failed to retain them, its business could be adversely
affected. Further, IRSA’s shopping malls typically have a
significant “anchor” tenant, such as well-known
department stores that generate consumer traffic at each mall. A
decision by such tenants to cease operations at any shopping mall
or office building, as applicable, could have a material adverse
effect on IRSA’s financial condition and the results of its
operations. In addition, the closing of one or more stores with
high consumer traffic may motivate other tenants to terminate or to
not renew their leases, to seek rent relief and/or close their
stores or otherwise adversely affect the occupancy rate at the
property. Moreover, tenants at one or more properties might
terminate their leases as a result of mergers, acquisitions,
consolidations, dispositions or bankruptcies. The bankruptcy and/or
closure of multiple stores, if IRSA is not able to successfully
re-lease the affected space, could have a material adverse effect
on both the operating revenues and underlying value of the
properties involved.
IRSA may face risks associated with property
acquisitions.
IRSA
has in the past acquired, and intends to acquire in the future,
properties, including large properties that would increase the size
of the Company and potentially alter its capital structure.
Although IRSA believes that the acquisitions that have been
completed in the past and that are expected to be undertaken in the
future have, and will, enhance IRSA’s future financial
performance, the success of such transactions is subject to a
number of uncertainties, including the risk that:
●
IRSA may not be
able to obtain financing for acquisitions on favorable
terms;
●
acquired properties
may fail to perform as expected;
●
the actual costs of
repositioning or redeveloping acquired properties may be higher
than IRSA’s
estimates; and
●
acquired properties
may be located in new markets where IRSA may have limited knowledge
and understanding of the local economy, absence of business
relationships in the area or unfamiliarity with local governmental
and permitting procedures.
If IRSA
acquires new properties, it may not be able to efficiently
integrate acquired properties, particularly portfolios of
properties, into its organization and to manage new properties in a
way that allows the Company to realize cost savings and synergies,
which could impair its results of operations.
IRSA’s future acquisitions may not be
profitable.
IRSA
seek to acquire additional properties to the extent that it manages
to acquire them on favorable terms and conditions and they meet
IRSA’s investment criteria. Acquisitions of commercial
properties entail general investment risks associated with any real
estate investment, including:
●
IRSA’s estimates of the
cost of improvements needed to bring the property up to established
standards for the market may prove to be inaccurate;
●
Aquired properties
may fail to achieve, within the time frames the Company projects,
the occupancy or rental rates it expects to achieve at the time it
makes the decision to acquire, which may result in the
properties’ failure to achieve the proyected
returns;
●
IRSA’s pre-acquisition
evaluation of the physical condition of each new investment may not
detect certain defects or identify necessary repairs, which could
significantly increase its total acquisition costs;
and
●
IRSA’s investigation of
a property or building prior to its acquisition, and any
representations the Company may receive from the seller of such
building or property, may fail to reveal various liabilities, which
could reduce the cash flow from the property or increase
IRSA’s
acquisition cost.
If IRSA
acquires a business, the Company will be required to merge and
integrate the operations, personnel, accounting and information
systems of such acquired business. In addition, acquisitions of or
investments in companies may cause disruptions in IRSA’s
operations and divert management’s attention away from
day-to-day operations, which could impair its relationships with
its current tenants and employees.
Properties IRSA acquires may subject the Company to unknown
liabilities.
Properties that
IRSA acquires may be subject to unknown liabilities and IRSA
generally would have no recourse, or only limited recourse to the
former owners of the properties in respect thereof. Thus, if a
liability were asserted against IRSA based on ownership of an
acquired property, the Company may be required to pay significant
sums to settle it, which could adversely affect its financial
results and cash flow. Unknown liabilities relating to acquired
properties could include:
●
liabilities for
clean-up of undisclosed environmental contamination;
●
law reforms and
governmental regulations (such as those governing usage, zoning and
real property taxes); and
●
liabilities
incurred in the ordinary course of business.
IRSA’s dependence on rental income may adversely affect its
ability to meet its debt obligations.
A
substantial part of IRSA’s income is derived from rental
income from real property. As a result, its performance depends on
its ability to collect rent from tenants. IRSA’s income and
funds for distribution would be negatively affected if a
significant number of its tenants:
●
delay lease
commencements;
●
decline to extend
or renew leases upon expiration;
●
fail to make rental
payments when due; or
●
close stores or
declare bankruptcy.
Any of
these actions could result in the termination of leases and the
loss of related rental income. In addition IRSA cannot assure you
that any tenant whose lease expires will renew that lease or that
IRSA will be able to re-lease space on economically advantageous
terms or at all. The loss of rental revenues from a number of its
tenants and its inability to replace such tenants may adversely
affect IRSA’s profitability and its ability to meet debt
service and other financial obligations.
It may be difficult to buy and sell real estate quickly and
transfer restrictions may apply to part of IRSA’s portfolio
of properties.
Real
estate investments are relatively illiquid and this tends to limit
IRSA’s ability to vary its portfolio in response to economic
changes or other conditions. In addition, significant expenditures
associated with each investment, such as mortgage payments, real
estate taxes and maintenance costs, are generally not reduced when
circumstances cause a decrease in income from an investment. If
income from a property declines while the related expenses do not
decline, IRSA’s business would be adversely affected.
Further, if it becomes necessary or desirable for IRSA to dispose
of one or more of its mortgaged properties, the Company may not be
able to obtain a release of the lien on the mortgaged property
without payment of the associated debt. The foreclosure of a
mortgage on a property or inability to sell a property could
adversely affect IRSA’s business.
Some of the land IRSA has purchased is not zoned for development
purposes, and IRSA may be unable to obtain, or may face delays in
obtaining, the necessary zoning permits and other
authorizations.
IRSA
owns several plots of land which are not zoned for the type of
projects it intends to develop. In addition, IRSA does not yet have
the required land-use, building, occupancy and other required
governmental permits and authorizations for these properties. IRSA
cannot assure you that she will continue to be successful in its
attempts to rezone land and to obtain all necessary permits and
authorizations, or that rezoning efforts and permit requests will
not be unreasonably delayed or rejected. Moreover, IRSA may be
affected by building moratorium and anti-growth legislation. If
IRSA is unable to obtain all of the governmental permits and
authorizations needed to develop its present and future projects as
planned, the Company may be forced to make unwanted modifications
to such projects or abandon them altogether.
IRSA’s ability to grow will be limited if the Company cannot
obtain additional financing.
IRSA
must maintain liquidity to fund its working capital, service its
outstanding indebtedness and finance investment opportunities.
Without sufficient liquidity, the Company could be forced to
curtail its operations or IRSA may not be able to pursue new
business opportunities.
IRSA’s
growth strategy is focused on the development and redevelopment of
properties already owned and the acquisition and development of
additional properties. As a result, IRSA is likely to depend to an
important degree on the availability of debt or equity capital,
which may or may not be available on favorable terms or at all.
IRSA cannot assure you that additional financing, refinancing or
other capital will be available in the amounts required or on
favorable terms. IRSA’s access to debt or equity capital
markets depends on a number of factors, including the
market’s perception of risk in Argentine, of IRSA’s
growth potential, its ability to pay dividends, its financial
condition, its credit rating and its current and potential future
earnings. Depending on these factors, IRSA could experience delays
or difficulties in implementing its growth strategy on satisfactory
terms or at all.
The
capital and credit markets have been experiencing extreme
volatility and disruption since the last credit crisis. If
IRSA’s current resources do not satisfy its liquidity
requirements, IRSA may have to seek additional financing. The
availability of financing will depend on a variety of factors, such
as economic and market conditions, the availability of credit and
IRSA’s credit ratings, as well as the possibility that
lenders could develop a negative perception of the prospects of
risk in Argentine, of the Company or the industry generally. IRSA
may not be able to successfully obtain any necessary additional
financing on favorable terms, or at all.
Disease outbreaks or other public health concerns could reduce
traffic in IRSA’s shopping malls.
As a
result of the outbreak of Swine Flu during the winter of 2009,
consumers and tourists dramatically changed their spending and
travel habits to avoid contact with crowds. Furthermore, several
governments enacted regulations limiting the operation of schools,
cinemas and shopping malls. Even though the Argentine government
only issued public service recommendations to the population
regarding the risks involved in visiting crowded places, such as
shopping malls, and did not issue specific regulations limiting
access to public places, a significant number of consumers
nonetheless changed their habits vis-à-vis shopping centers
and malls. Similarly, the current zika virus pandemic may result in
similar courses and outcomes. IRSA cannot assure you that a new
disease outbreak or health hazard (such as the Ebola outbreak in
recent years) will not occur in the future, or that such an
outbreak or health hazard would not significantly affect consumer
and/or tourists activity. The ocurrence of such a scenario could
adversely affect IRSA’s businesses and its results of
operations.
Adverse incidents that occur in IRSA’s shopping malls may
result in damage to its image and a decrease in the number of
customers.
Given
that shopping malls are open to the public, with ample circulation
of people, accidents, theft, robbery and other incidents may occur
in IRSA’s facilities, regardless of the preventative measures
the Company adopts. In the event such an incident or series of
incidents occurs, shopping mall customers and visitors may choose
to visit other shopping venues that they believe are safer and less
violent, which may cause a reduction in the sales volume and
operating income of IRSA’s shopping malls.
Argentine Law governing leases imposes restrictions that limit
IRSA’s flexibility.
Argentine
laws governing leases impose certain restrictions, including the
following:
●
a prohibition on
including automatic price adjustment clauses based on inflation
increases in lease agreements; and
●
the imposition of a
two-year minimum lease term for all purposes, except in particular
cases such as embassy, consulate or international organization
venues, room with furniture for touristic purposes for less than
three months, custody and bailment of goods, exhibition or offering
of goods in fairs or in cases where due to the circumstances, the
subject matter of the lease agreement requires a shorter
term.
As a
result of the foregoing, IRSA is exposed to the risk of increases
of inflation under its leases, and the exercise of rescission
rights by its tenants could materially and adversely affect its
business. IRSA cannot assure you that its tenants will not exercise
such right, especially if rent values stabilize or decline in the
future or if economic conditions deteriorate.
In
addition, on October 1, 2014, the Argentine Congress adopted a
new Civil and Commercial Code which is in force since
August 1, 2015. The Civil and Commercial Code requires that
lease agreements provide for a minimum term of two years, and a
maximum term of 20 years for residential leases and of
50 years for non-residential leases. Furthermore, the Civil
and Commercial Code modifies the regime applicable to contractual
provisions relating to foreign currency payment obligations by
establishing that foreign currency payment obligations may be
discharged in Pesos. This amends the prior legal framework,
pursuant to which debtors could only discharge their foreign
currency payment obligations by making payment in that currency.
Although certain judicial decisions have held that this feature of
the regulation can be set aside by the parties to an agreement, it
is still too early to determine whether or not this is legally
enforceable. Moreover, and regarding the new provisions for leases,
there are no judicial decisions on the scope of this amendment and,
in particular, in connection with the ability of the parties to any
contract to set aside the new provision and enforce such agreements
before an Argentine court.
IRSA may be liable for some defects in its buildings.
According
to the Civil and Commercial Code, real estate developers (i.e., any
person who sells real estate built by either themselves or by a
third party contractor), builders, technical project managers and
architects are liable in case of property damage—damages that
compromise the structural integrity of the structure and/or defects
that render the building no longer useful—for a period of
three years from the date of possession of the property, including
latent defects, even when those defects did not cause significant
property damage.
In
IRSA’s real estate developments, the Company usually acts as
developer and seller while construction is carried out by
third-party contractors. Absent a specific claim, IRSA cannot
quantify the potential cost of any obligation that may arise as a
result of a future claim, and IRSA has not recorded provisions
associated with them in its financial statements. If IRSA was
required to remedy any defects on completed works, its financial
condition and results of operations could be adversely
affected.
Eviction proceedings in Argentina are difficult and time
consuming.
Although
Argentine law permits an executive proceeding to collect unpaid
rent and a special proceeding to evict tenants, eviction
proceedings in Argentina are difficult and time-consuming.
Historically, the heavy workloads of the courts and the numerous
procedural steps required have generally delayed landlords’
efforts to evict tenants. Eviction proceedings generally take
between six months and two years from the date of filing of the
suit to the time of actual eviction.
Historically,
IRSA has sought to negotiate the termination of lease agreements
with defaulting tenants after the first few months of non-payment
in order to avoid legal proceedings. Delinquency may increase
significantly in the future, and such negotiations with tenants may
not be as successful as they have been in the past. Moreover, new
Argentine laws and regulations may forbid or restrict eviction, and
in each such case they would likely have a material and adverse
effect on IRSA’s financial condition and results of
operation.
IRSA is subject to risks inherent to the operation of office
buildings that may affect its profitability.
Office
buildings are subject to various factors that affect their
development, administration and profitability,
including:
●
a decrease in
demand for office space;
●
a deterioration in
the financial condition of our tenants may result in defaults under
leases due to bankruptcy, lack of liquidity or for other
reasons;
●
difficulties or
delays renewing leases or re-leasing space;
●
decreases in rents
as a result of oversupply, particularly of newer
buildings;
●
competition from
developers, owners and operators of office properties and other
commercial real estate, including sublease space available from
IRSA’s tenants; and
●
maintenance, repair
and renovation costs incurred to maintain the competitiveness of
IRSA’s office buildings.
If IRSA
is unable to adequately address these factors, any one of them
could adversely impact its business, which would have an adverse
effect on IRSA’s financial condition and results of
operations.
IRSA’s investment in property development and management
activities may be less profitable than the Company
anticipates.
IRSA is
engaged in the development and management of shopping malls, office
buildings and other rental properties, frequently through
third-party contractors. Risks associated with IRSA’s
development and management activities include the following, among
others:
●
abandonment of
development opportunities and renovation proposals;
●
construction costs
of a project may exceed the original estimates for reasons
including raises in interest rates or increases in the costs of
materials and labor, making a project unprofitable;
●
occupancy rates and
rents at newly completed properties may fluctuate depending on a
number of factors, including market and economic conditions,
resulting in lower than projected rental rates and a corresponding
lower return on IRSA’s investment;
●
pre-construction
buyers may default on their purchase contracts or units in new
buildings may remain unsold upon completion of
construction;
●
the unavailability
of favorable financing alternatives in the private and public debt
markets;
●
aggregate sale
prices of residential units may be insufficient to cover
development costs;
●
construction and
lease-up may not be completed on schedule, resulting in increased
debt service expense and construction costs;
●
failure or delays
in obtaining necessary zoning, land-use, building, occupancy and
other required governmental permits and authorizations, or building
moratoria and anti-growth legislation;
●
significant time
lags between the commencement and completion of projects subjects
us to greater risks due to fluctuation in the general
economy;
●
construction may
not be completed on schedule because of a number of factors,
including weather, labor disruptions, construction delays or delays
in receipt of zoning or other regulatory approvals, or man-made or
natural disasters (such as fires, hurricanes, earthquakes or
floods), resulting in increased debt service expense and
construction costs;
●
general changes in
IRSA’s tenants’ demand for rental properties;
and
●
IRSA may incur in
capital expenditures that could result in considerable time
consuming efforts and which may never be completed due to
government restrictions.
In
addition, IRSA may face contractors’ claims for the
enforcement of labor laws in Argentina (sections 30, 31, 32 under
Law No. 20,744), which provide for joint and several liability.
Many companies in Argentina hire personnel from third-party
companies that provide outsourced services, and sign indemnity
agreements in the event of labor claims from employees of such
third company that may affect the liability of such hiring company.
However, in recent years several courts have denied the existence
of independence in those labor relationships and declared joint and
several liabilities for both companies.
While
IRSA’s policies with respect to expansion, renovation and
development activities are intended to limit some of the risks
otherwise associated with such activities, the Company is
nevertheless subject to risks associated with the construction of
properties, such as cost overruns, design changes and timing delays
arising from a lack of availability of materials and labor, weather
conditions and other factors outside of its control, as well as
financing costs that, may exceed original estimates, possibly
making the associated investment unprofitable. Any substantial
unanticipated delays or expenses could adversely affect the
investment returns from these redevelopment projects and harm
IRSA’s operating results.
Greater than expected increases in construction costs could
adversely affect the profitability of IRSA’s new
developments.
IRSA’s
business activities include real estate developments. One of the
main risks related to this activity corresponds to increases in
constructions costs, which may be driven by higher demand and new
development projects in the shopping malls and buildings sectors.
Increases higher than those included in the original budget may
result in lower profitability than expected.
IRSA faces significant competitive pressure.
IRSA’s
real estate activities are highly concentrated in the Buenos Aires
metropolitan area, where the real estate market is highly
competitive due to a scarcity of properties in sought-after
locations and the increasing number of local and international
competitors. Furthermore, the Argentine real estate industry is
generally highly competitive and fragmented and does not have high
barriers to entry restricting new competitors from entering the
market. The main competitive factors in the real estate development
business include availability and location of land, price, funding,
design, quality, reputation and partnerships with developers. A
number of residential and commercial developers and real estate
services companies compete with IRSA in seeking land for
acquisition, financial resources for development and prospective
purchasers and tenants. Other companies, including joint ventures
of foreign and local companies, have become increasingly active in
the real estate business and shopping mall business in Argentina,
further increasing this competition. To the extent that one or more
of IRSA’s competitors are able to acquire and develop
desirable properties, as a result of greater financial resources or
otherwise, IRSA’s business could be materially and adversely
affected. If the Company is not able to respond to such pressures
as promptly as its competitors, or the level of competition
increases, IRSA’s financial condition and results of
operations could be adversely affected.
Substantially
all of IRSA’s shopping malls and commercial offices are
located in Argentina. There are other shopping malls and numerous
smaller retail stores and residential properties within the market
area of each of our properties. The number of competing properties
in a particular area could have a material adverse effect on
IRSA’s ability to lease retail space in its shopping malls or
sell units in its residential complexes and on the amount of rent
or the sale price that IRSA is able to charge. IRSA cannot assure
you that other shopping mall operators, including international
shopping mall operators, will not invest in Argentina in the near
future. If additional companies become active in the Argentine
shopping mall market in the future, such competition could have a
material adverse effect on IRSA’s results of
operations.
Substantially
all of IRSA’s offices and other non-shopping mall rental
properties are located in developed urban areas. There are many
office buildings, shopping malls, retail and residential premises
in the areas where IRSA’s properties are located. This is a
highly fragmented market, and the abundance of comparable
properties in its vicinity may adversely affect IRSA’s
ability to rent or sell office space and other real estate and may
affect the sale and lease price of IRSA’s premises. In the
future, both national and foreign companies may participate in
Argentina’s real estate development market, competing with
IRSA for business opportunities.
Some potential losses are not covered by insurance and certain
kinds of insurance coverage may become prohibitively
expensive.
IRSA
currently carries insurance policies that cover potential risks
such as civil liability, fire, loss profit, floods, including
extended coverage and losses from leases on all of its properties.
Although IRSA believes the policy specifications and insured limits
of these policies are generally customary, there are certain types
of losses, such as lease and other contract claims, terrorism and
acts of war that generally are not insured under the insurance
policies offered in the national market. Should an insured loss or
a loss in excess of insured limits occur, IRSA could lose all ora
portion of the capital it has invested in a property, as well as
the anticipated future revenue from the property. In such an event,
IRSA might nevertheless remain obligated for any mortgage debt or
other financial obligations related to the property. IRSA cannot
assure you that material losses in excess of insurance proceeds
will not occur in the future. If any of IRSA’s properties
were to experience a catastrophic loss, it could seriously disrupt
its operations, delay revenue and result in large expenses to
repair or rebuild the property. If any of IRSA’s key
employees were to die or become incapacitated, the Company could
experience losses caused by a disruption in its operations which
will not be covered by insurance, and this could have a material
adverse effect on IRSA’s financial condition and results of
operations.
In
addition, IRSA cannot assure you that the Company will be able to
renew its insurance coverage in an adequate amount or at reasonable
prices. Insurance companies may no longer offer coverage against
certain types of losses, such as losses due to terrorist acts and
mold, or, if offered, these types of insurance may be prohibitively
expensive.
An uninsured loss or a loss that exceeds policies on IRSA’s
properties could subject the Company to lost capital or revenue on
those properties.
Under
the terms and conditions of the leases currently in force on
IRSA’s properties, tenants are required to indemnify and hold
the Company harmless from liabilities resulting from injury to
persons, or property, on or off the premises, due to activities
conducted on the properties, except for claims arising from
IRSA’s negligence or intentional misconduct or that of
IRSA’s agents. Tenants are generally required, at the
tenant’s expense, to obtain and keep in full force during the
term of the lease, liability and property damage insurance
policies. In addition, IRSA cannot enssure you that its tenants
will properly maintain their insurance policies or have the ability
to pay the deductibles.
Should
a loss occur that is uninsured or in an amount exceeding the
combined aggregate limits for the policies noted above, or in the
event of a loss that is subject to a substantial deductible under
an insurance policy, IRSA could lose all or part of its capital
invested in, and anticipated revenue from, one or more of the
properties, which could have a material adverse effect on
IRSA’s operating results and financial
condition.
Demand for IRSA’s premium properties may not be
sufficient.
IRSA is
focused on development projects that cater to affluent individuals
and has entered into property barter agreements pursuant to which
IRSA contributes the undeveloped properties to ventures with
developers who will deliver the Company units at premium locations.
At the time the developers return these properties to IRSA, demand
for premium residential units could be significantly lower. In such
case, IRSA would be unable to sell these residential units at the
estimated prices or time frame, which could have an adverse effect
on its financial condition and results of operations.
IRSA’s level of debt may adversely affect its operations and
its ability to pay its debt as it becomes due.
IRSA
had, and expects to have, substantial liquidity and capital
resource requirements to finance its business. As of June 30, 2017,
its consolidated financial debt amounted to Ps.129,415 million
(including IDBD’s debt outstanding as of that date plus
accrued and unpaid interest on such indebtedness and deferred
financing costs). IRSA cannot assure you that the Company will have
sufficient cash flows and adequate financial capacity in the
future. While the commitments and other covenants applicable to
IDBD’s debt obligations do not apply IRSA since such debt has
no recourse to IRSA and it is not guaranteed by IRSA’s
assets, these covenants and restrictions may impair or restrict
IRSA’s ability to operate IDBD and implement its business
strategy.
The
fact that IRSA is highly leveraged may affect its ability to
refinance existing debt or borrow additional funds to finance
working capital requirements, acquisitions and capital
expenditures. In addition, the recent disruptions in the global
financial markets, including the bankruptcy and restructuring of
major financial institutions, may adversely impact IRSA’s
ability to refinance existing debt and the availability and cost of
credit in the future. In such conditions, access to equity and debt
financing options may be restricted and it may be uncertain how
long these economic circumstances may last. This would require the
Company to allocate a substantial portion of cash flow to repay
principal and interest, thereby reducing the amount of money
available to invest in operations, including acquisitions and
capital expenditures. IRSA’s leverage could also affect its
competitiveness and limit its ability to changes in market
conditions, changes in the real estate industry and economic
downturns.
IRSA
may not be able to generate sufficient cash flows from operations
to satisfy its debt service requirements or to obtain future
financing. If IRSA cannot satisfy its debt service requirements or
if IRSA defaults on any financial or other covenants in its debt
arrangements, the lenders and/or holders of IRSA’s debt will
be able to accelerate the maturity of such debt or cause defaults
under the other debt arrangements. IRSA’s ability to service
debt obligations or to refinance them will depend upon its future
financial and operating performance, which will, in part, be
subject to factors beyond its control such as macroeconomic
conditions and regulatory changes in Argentina. If IRSA cannot
obtain future financing, the Company may have to delay or abandon
some or all of its planned capital expenditures, which could
adversely affect its ability to generate cash flows and repay its
obligations as they become due.
The recurrence of a credit crisis could have a negative impact on
IRSA’s major customers, which in turn could materially
adversely affect the Company’s results of operations and
liquidity.
The
global credit crisis that began in 2008 had a significant negative
impact on businesses around the world. The impact of a future
credit crisis on IRSA’s major tenants cannot be predicted and
may be quite severe. A disruption in the ability of IRSA’s
significant tenants to access liquidity could cause serious
disruptions or an overall deterioration of their businesses which
could lead to a significant reduction in their future orders of
their products and the inability or failure on their part to meet
their payment obligations to IRSA, any of which could have a
material adverse effect on the Company’s results of
operations and liquidity.
IRSA is subject to risks affecting the hotel industry.
The
full-service segment of the lodging industry in which IRSA’s
hotels operate is highly competitive. The operational success of
IRSA’s hotels is highly dependent on IRSA’s ability to
compete in areas such as access, location, quality of
accommodations, rates, quality food and beverage facilities and
other services and amenities. IRSA’s hotels may face
additional competition if other companies decide to build new
hotels or improve their existing hotels to increase their
attractiveness.
In
addition, the profitability of IRSA’s hotels depends
on:
●
IRSA’s
ability to form successful relationships with international and
local operators to run its hotels;
●
changes in tourism
and travel trends, including seasonal changes and changes due to
pandemic outbreaks, such as the A H1N1 and zika viruses, a
potential ebola outbreak, among others, or weather
phenomena’s or other natural events, such as the eruption of
the Puyehué and the Calbuco volcano in June 2011 and April
2015, respectively;
●
affluence of
tourists, which can be affected by a slowdown in global economy;
and
●
taxes and
governmental regulations affecting wages, prices, interest rates,
construction procedures and costs.
The shift of consumers to purchasing goods over the Internet, where
barriers to entry are low, may negatively affect sales at
IRSA’s shopping malls.
In
recent years, internet retail sales have grown significantly in
Argentina, even though the market share of such sales is still
modest. The Internet enables manufacturers and retailers to sell
directly to consumers, diminishing the importance of traditional
distribution channels such as retail stores and shopping malls.
IRSA believes that its target consumers are increasingly using the
Internet, from home, work or elsewhere, to shop electronically for
retail goods, and this trend is likely to continue. Retailers at
IRSA’s properties face increasing competition from online
sales and this could cause the termination or non renewal of their
lease agreements or a reduction in their gross sales, affecting
IRSA’s Percentage Rent (as defined below) based revenue. If
e-commerce and retail sales through the Internet continue to grow,
retailers’ and consumers’ reliance on IRSA’s
shopping malls could be materially diminished, having a material
adverse effect on the Companys financial condition, results of
operations and business prospects.
IRSA’s business is
subject to extensive regulation and additional regulations may be
imposed in the future.
IRSA’s
activities are subject to Argentine federal, state and municipal
laws, and to regulations, authorizations and licenses required with
respect to construction, zoning, use of the soil, environmental
protection and historical patrimony, consumer protection, antitrust
and other requirements, all of which affect IRSA’s ability to
acquire land, buildings and shopping malls, develop and build
projects and negotiate with customers. In addition, companies in
this industry are subject to increasing tax rates, the creation of
new taxes and changes in the taxation regime. IRSA is required to
obtain licenses and authorizations with different governmental
authorities in order to carry out its projects. Maintaining
IRSA’s licenses and authorizations can be a costly provision.
In the case of non-compliance with such laws, regulations, licenses
and authorizations, IRSA may face fines, project shutdowns, and
cancellation of licenses and revocation of
authorizations.
In
addition, public authorities may issue new and stricter standards,
or enforce or construe existing laws and regulations in a more
restrictive manner, which may force IRSA to make expenditures to
comply with such new rules. Development activities are also subject
to risks relating to potential delays in obtaining or an inability
to obtain all necessary zoning, environmental, land-use,
development, building, occupancy and other required governmental
permits and authorizations. Any such delays or failures to obtain
such government approvals may have an adverse effect on
IRSA’s business.
In the
past, the Argentine government imposed strict and burdensome
regulations regarding leases in response to housing shortages, high
rates of inflation and difficulties in accessing credit. Such
regulations limited or prohibited increases on rental prices and
prohibited eviction of tenants, even for failure to pay rent. Most
of IRSA’s leases provide that the tenants pay all costs and
taxes related to their respective leased areas. In the event of a
significant increase in the amount of such costs and taxes, the
Argentine government may respond to political pressure to intervene
by regulating this practice, thereby negatively affecting
IRSA’s rental income. IRSA cannot assure you that the
Argentine government will not impose similar or other regulations
in the future. Changes in existing laws or the enactment of new
laws governing the ownership, operation or leasing of properties in
Argentina could negatively affect the Argentine real estate market
and the rental market and materially and adversely affect
IRSA’s operations and profitability.
Labor relations may negatively impact IRSA.
As of
June 30, 2017, 47.8% of IRSA’s workforce was represented by
unions under two separate collective bargaining agreements.
Although IRSA currently enjoys good relations with its employees
and their unions, IRSA cannot assure you that labor relations will
continue to be positive or that deterioration in labor relations
will not materially and adversely affect IRSA.
IRSA’s results of operations include unrealized revaluation
adjustments on investment properties, which may fluctuate
significantly over financial periods and may materially and
adversely affect IRSA’s business, results of operations and
financial condition.
During
the fiscal years ended on June 30, 2017 and 2016, IRSA had
unrealized fair value gains on investment properties. Although the
upward revaluation adjustments reflect unrealized capital gains on
IRSA’s investment properties during the relevant periods, the
adjustments were not actual cash flow or profit generated from the
sales or rental of IRSA’s investment properties. Unless such
investment properties are disposed of at similarly revalued
amounts, IRSA will not realize the actual cash flow. The amount of
revaluation adjustments has been, and will continue to be,
significantly affected by the prevailing property markets and will
be subject to market fluctuations in those markets.
IRSA
cannot guarantee whether changes in market conditions will
increase, maintain or decrease the fair value gains on its
investment properties at historical levels or at all. In addition,
the fair value of IRSA’s investment properties may materially
differ from the amount IRSA receives from any actual sale of an
investment property. If there is any material downward adjustment
in the revaluation of IRSA’s investment properties in the
future or if IRSA’s investment properties are disposed of at
significantly lower prices than their valuation or appraised value,
IRSA’s business, results of operations and financial
condition may be materially and adversely affected.
If the bankruptcy of Inversora Dársena Norte S.A. is extended
to IRSA’s subsidiary Puerto Retiro, IRSA will likely lose a
significant investment in a unique waterfront land reserve in the
City of Buenos Aires.
On
April 18, 2000, Puerto Retiro S.A. (“Puerto Retiro”)
was served notice of a filing made by the Argentine Government,
through the Ministry of Defense, seeking to extend bankruptcy of
Inversora Dársena Norte S.A. (“Indarsa”) to the
Company. Upon filing of the complaint, the bankruptcy court issued
an order restraining the ability of Puerto Retiro to dispose of, in
any manner, the real property purchased in 1993 from Tandanor.
Indarsa had acquired 90% of the capital stock in Tandanor from the
Argentine Government in 1991. Tandanor’s main business
involved ship repairs performed in a 19-hectare property located in
the vicinity of La Boca neighborhood and where the Syncrolift is
installed. As Indarsa failed to comply with its payment obligation
for acquisition of the shares of stock in Tandanor, the Ministry of
Defense filed a bankruptcy petition against Indarsa, seeking to
extend it to Puerto Retiro.
The
evidentiary stage of the legal proceedings has concluded. IRSA
lodged an appeal from the injunction order, and such order was
confirmed by the Court of Appeals on December 14, 2000. The parties
filed the arguments in due time and proper manner. After the case
was set for judgment, the judge ordered the suspension of the
judicial order requesting the case records for issuance of a
decision based on the alleged existence of pre-judgmental status in
relation to the criminal case against former officials of the
Ministry of Defense and IRSA’s former executive officers, for
which reason the case will not be adjudicated until a final
judgment is entered in respect of the criminal case.
It has
been made known to the commercial court that the expiration of the
statute of limitations has been declared in the criminal action and
the criminal defendants have been acquitted. However, this decision
was reversed by the Criminal Court (Cámara de Casación
Penal). An extraordinary appeal was filed and rejected, therefore
an appeal was directly lodged with the Argentine Supreme Court for
improper refusal to permit the appeal, and a decision is still
pending.
IRSA’s
Management and external legal counsel believe that there are
sufficient legal and technical arguments to consider that the
petition for an extension of the bankruptcy will be dismissed by
the court. However, in view of the particular features and progress
of the case, this position cannot be held to be
conclusive.
In
turn, Tandanor filed a civil action against Puerto Retiro and the
other defendants in the criminal case for violation of Section 174
(5) based on Section 173 (7) of the Criminal Code. Such action
seeks -on the basis of the nullity of the decree that approved the
bidding process involving the Dársena Norte property- a
reimbursement in favor of Tandanor for all such amounts it has
allegedly lost as a result of a suspected fraudulent transaction
involving the sale of the property disputed in the
case.
In July
2013, the answer to the civil action was filed, which contained a
number of defenses. Tandanor requested the intervention of the
Argentine Government as third party co-litigant in this case, which
petition was granted by the Court. In March 2015, both the
Argentine Government and the criminal complainant answered the
asserted defenses. On July 12, 2016, Puerto Retiro was legally
notified of the decision adopted by the Tribunal Oral Federal No. 5
related to the preliminary objections above mentioned. Two of them
were rejected –lack of information and lack of legitimacy
(passive). IRSA filed an appeal with regard to the rejection of
these two objections. But, on the other hand, the other two
objections will be considered at sentencing by the court, which is
an important step in order to obtain a favorable decision. As of
the date hereof, no resolution has been issued in such regard. IRSA
cannot assure you that the Company will be successful in getting
this case dismissed.
Property ownership through joint ventures or minority participation
may limit IRSA’s ability to act exclusively in its
interest.
In some
cases, IRSA develops and acquires properties through joint ventures
with other persons or entities when the Company believes
circumstances warrant the use of such structures. For example, IRSA
currently owns 80% of Panamerican Mall S.A. (“PAMSA”),
while another 20% is owned by Centro Comercial Panamericano S.A.,
and 50% of Quality Invest S.A. (“Quality Invest”). IRSA
could engage in a dispute with one or more of its joint venture
partners that might affect its ability to operate a jointly-owned
property. Moreover, IRSA’s joint venture partners may, at any
time, have business, economic or other objectives that are
inconsistent with IRSA’s objectives, including objectives
that relate to the timing and terms of any sale or refinancing of a
property. For example, the approval of certain of the other
investors is required with respect to operating budgets and
refinancing, encumbering, expanding or selling any of these
properties. In some instances, IRSA’s joint venture partners
may have competing interests in IRSA’s markets that could
create conflicts of interest. If the objectives of IRSA’s
joint venture partners are inconsistent with IRSA’s own
objectives, IRSA will not be able to act exclusively in its
interest.
If one
or more of the investors in any of IRSA’s jointly owned
properties were to experience financial difficulties, including
bankruptcy, insolvency or a general downturn of business, there
could be an adverse effect on the relevant property or properties
and in turn, on IRSA’s financial performance. Should a joint
venture partner declare bankruptcy, IRSA could be liable for its
partner’s common share of joint venture
liabilities.
Dividend restrictions in IRSA’s subsidiaries’ debt
agreements may adversely affect it.
Dividends
paid by IRSA’s subsidiaries are an important source of funds
for IRSA as are other permitted payments from subsidiaries. The
debt agreements of IRSA’s subsidiaries contain covenants
restricting their ability to pay dividends or make other
distributions. If IRSA’s subsidiaries are unable to make
payments to IRSA, or are able to pay only limited amounts, IRSA may
be unable to make payments on its indebtedness.
IRSA is dependent on its Board of Directors and its
personnel.
IRSA’s
success, to a significant extent, depends on the continued
employment of Eduardo Sergio Elsztain and certain other members of
its board of directors and senior management, who have significant
expertise and knowledge of IRSA’s business and industry. The
loss or interruption of their services for any reason could have a
material adverse effect on IRSA’s business and results of
operations. IRSA’s future success also depends in part upon
IRSA’s ability to attract and retain other highly qualified
personnel. IRSA cannot assure you that the Company will be
successful in hiring or retaining qualified personnel, or that any
of IRSA’s personnel will remain employed by the
Company.
IRSA may face potential conflicts of interest relating to its
principal shareholders.
IRSA’s
largest beneficial owner is Mr. Eduardo S. Elsztain, through his
indirect shareholding through us. As of June 30, 2017, such
beneficial ownership consisted of: (i) 366,788,251 common shares
held by us, and (ii) 900 common shares held directly by Mr.
Elsztain. See “Item 7 – Major Shareholders and Related
Party Transactions.” Conflicts of interest between our
management, us and our affiliates may arise in the performance of
the Company’s business activities. As of June 30, 2017, Mr.
Elsztain beneficially owned (i) approximately 30.9% of our common
shares and (ii) approximately 94.6% of the common shares of our
subsidiary IRSA Commercial Properties (“IRSA CP”).
Likewise, on October 27, 2017, IRSA
reported that it has completed the sale in the secondary market of
2,560,000 ADSs of IRSA CP, which represent 8.1% of IRSA CP. For
more information please see “Recent developments
– Selling of IRSA CP’ ADSs.” We cannot assure you that our
principal shareholders and their affiliates will not limit or cause
us to forego business opportunities that our affiliates may pursue
or that the pursuit of other opportunities will be in our
interest.
Due to the currency mismatches between IRSA’s assets and
liabilities, IRSA has currency exposure.
As of
June 30, 2017, the majority of IRSA’s liabilities in the
Operations Center in Argentina, such as the Series II and VIII
Notes issued by the IRSA, and the Series II and IV issued by IRSA
CP, were denominated in U.S. dollars while IRSA’s revenues
are mainly denominated in Pesos. This currency gap exposes IRSA to
a risk of volatility in the rate of exchange between the Peso and
the U.S. dollar, and IRSA’s financial results are adversely
affected when the U.S. dollar appreciates against the Peso. Any
depreciation of the Peso against the U.S. dollar correspondingly
increases the nominal amount of IRSA’s debt in Pesos, which
further adversely effects IRSA’s results of operation and
financial condition and may increase the collection risk of
IRSA’s leases and other receivables from its tenants, most of
which generate Peso-denominated revenues.
Risks Related to our Investment in Banco Hipotecario
Risks Relating to the Argentine Financial System and Banco
Hipotecario
Capital stock in Banco Hipotecario
As of
June 30, 2017, IRSA owned approximately 29.91% of the outstanding
capital stock of Banco Hipotecario, which represented 0.7% of
IRSA’s consolidated assets from its operations center in
Argentina as of such date. All of Banco Hipotecario’s
operations, properties and customers are located in Argentina.
Accordingly, the quality of Banco Hipotecario’s loan
portfolio, financial condition and results of operations depend on
economic, regulatory and political conditions prevailing in
Argentina. These conditions include growth rates, inflation rates,
exchange rates, changes to interest rates, changes to government
policies, social instability and other political, economic or
international developments either taking place in, or otherwise
affecting, Argentina.
The short-term structure of the deposit base of the Argentine
financial system, including Banco Hipotecario, could lead to a
reduction in liquidity levels and limit the long-term expansion of
financial intermediation.
Given
the short-term structure of the deposit base of the Argentine
financial system, credit lines are also predominantly short-term,
with the exception of mortgages, which represent a low proportion
of the existing credit base. Although liquidity levels are
currently reasonable, no assurance can be given that these levels
will not be reduced due to a future negative economic scenario.
Therefore, there is still a risk of low liquidity levels that could
increase funding cost in the event of a withdrawal of a significant
amount of the deposit base of the financial system, and limit the
long-term expansion of financial intermediation including Banco
Hipotecario.
The stability of the financial system depends upon the ability of
financial institutions, including Banco Hpotecario, to maintain and
increase the confidence of depositors.
The
measures implemented by the Argentine government in late 2001 and
early 2002, in particular the restrictions imposed on depositors to
withdraw money freely from banks and the “pesification”
and restructuring of their deposits, were strongly opposed by
depositors due to the losses on their savings and undermined their
confidence in the Argentine financial system and in all financial
institutions operating in Argentina.
If
depositors once again withdraw their money from banks in the
future, there may be a substantial negative impact on the manner in
which financial institutions, including Banco Hipotecario, conduct
their business, and on their ability to operate as financial
intermediaries. Loss of confidence in the international financial
markets may also adversely affect the confidence of Argentine
depositors in local banks.
In the
future, an adverse economic situation, even if it is not related to
the financial system, could trigger a massive withdrawal of capital
from local banks by depositors, as an alternative to protect their
assets from potential crises. Any massive withdrawal of deposits
could cause liquidity issues in the financial sector and,
consequently, a contraction in credit supply.
The
occurrence of any of the above could have a material and adverse
effect on Banco Hipotecario’s expenses and business, results
of operations and financial condition.
The asset quality of financial institutions is exposed to the
non-financial public sector’s and Central Bank’s
indebtedness.
Financial
institutions carry significant portfolios of bonds issued by the
Argentine government and by provincial governments as well as loans
granted to these governments. The exposure of the financial system
to the non-financial public sector’s indebtedness had been
shrinking steadily, from 49.0% of total assets in 2002 to 10.3% in
2015 and 9.6% for the period of six months ended as June 30, 2017.
To an extent, the value of the assets held by Argentine banks, as
well as their capacity to generate income, is dependent on the
creditworthiness of the non-financial public sector, which is in
turn tied to the government’s ability to foster sustainable
long-term growth, generate fiscal revenues and reduce public
expenditure.
In
addition, financial institutions currently carry securities issued
by the Central Bank in their portfolios, which generally are
short-term. As of June 30, 2017, such securities issued by the
Central Bank represented approximately 27.6% of the total assets of
the Argentine financial system. As of June 30, 2017, Banco
Hipotecario’s total exposure to the public sector was
Ps.3,122.1 million, which represented 6.3% of its assets as of that
date, and the total exposure to securities issued by the Central
Bank was Ps.3,306.8 million, which represented 6.3% of its total
assets as of June 30, 2017.
The Consumer Protection Law may limit some of the rights afforded
to Banco Hipotecario
Argentine
Law N° 24,240 (the “Consumer Protection Law”) sets
forth a series of rules and principles designed to protect
consumers, which include Banco Hipotecario’s customers. The
Consumer Protection Law was amended by Law N° 26,361 on March
12, 2008 to expand its applicability and the penalties associated
with violations thereof. Additionally, Law N° 25,065 (as
amended by Law N° 26,010 and Law N° 26,361, the
“Credit Card Law”) also sets forth public policy
regulations designed to protect credit card holders. Recent Central
Bank regulations, such as Communication “A” 5388, also
protect consumers of financial services.
In
addition, the Civil and Commercial Code has a chapter on consumer
protection, stressing that the rules governing consumer relations
should be applied and interpreted in accordance with the principle
of consumer protection and that a consumer contract should be
interpreted in the sense most favorable to it.
The
application of both the Consumer Protection Law and the Credit Card
Law by administrative authorities and courts at the federal,
provincial and municipal levels has increased. This trend has
increased general consumer protection levels. If Banco Hipotecario
is found to be liable for violations of any of the provisions of
the Consumer Protection Law or the Credit Card Law, the potential
penalties could limit some of Banco Hipotecario’s rights, for
example, with respect to its ability to collect payments due from
services and financing provided by us, and adversely affect Banco
Hipotecario’s financial results of operations. We cannot
assure you that court and administrative rulings based on the
newly-enacted regulation or measures adopted by the enforcement
authorities will not increase the degree of protection given to
Banco Hipotecario’s debtors and other customers in the
future, or that they will not favor the claims brought by consumer
groups or associations. This may prevent or hinder the collection
of payments resulting from services rendered and financing granted
by us, which may have an adverse effect on Banco
Hipotecario’s business and results of
operations.
Class actions against financial institutions for unliquidated
amounts may adversely affect the financial system’s
profitability.
Certain
public and private organizations have initiated class actions
against financial institutions in Argentina. The National
Constitution and the Consumer Protection Law contain certain
provisions regarding class actions. However, their guidance with
respect to procedural rules for instituting and trying class action
cases is limited. Nonetheless, through an ad hoc doctrine,
Argentine courts have admitted class actions in some cases,
including various lawsuits against financial entities related to
“collective interests” such as alleged overcharging on
products, interest rates and advice in the sale of public
securities, etc. If class action plaintiffs were to prevail against
financial institutions, their success could have an adverse effect
on the financial industry in general and indirectly on Banco
Hipotecario’s business.
Banco Hipotecario operates in a highly regulated environment, and
its operations are subject to regulations adopted, and measures
taken, by several regulatory agencies.
Financial
institutions are subject to a major number of regulations
concerning functions historically determined by the Central Bank
and other regulatory authorities. The Central Bank may penalize
Banco Hipotecario and its directors, members of the Executive
Committee, and members of its Supervisory Committee, in the event
of any breach the applicable regulation. Potential sanctions, for
any breach on the applicable regulations may vary from
administrative and/or disciplinary penalties to criminal sanctions.
Similarly, the CNV, which authorizes securities offerings and
regulates the capital markets in Argentina, has the authority to
impose sanctions on us and Banco Hipotecario’s Board of
Directors for breaches of corporate governance established in the
capital markets laws and the CNV Rules. The Financial Information
Unit (Unidad de Información
Financiera, or “UIF” as per its acronym in
Spanish) regulates matters relating to the prevention of asset
laundering and has the ability to monitor compliance with any such
regulations by financial institutions and, eventually, impose
sanctions.
IRSA
cannot assure you whether such regulatory authorities will commence
proceedings against Banco Hipotecario, its shareholders or
directors, or its Supervisory Committee, or penalize Banco
Hipotecario. This notwithstanding, and in addition to “Know
Your Customer” compliance, Banco Hipotecario has implemented
other policies and procedures to comply with its duties under
currently applicable rules and regulations.
In
addition to regulations specific to the banking industry, Banco
Hipotecario is subject to a wide range of federal, provincial and
municipal regulations and supervision generally applicable to
businesses operating in Argentina, including laws and regulations
pertaining to labor, social security, public health, consumer
protection, the environment, competition and price controls. IRSA
cannot assure that existing or future legislation and regulation
will not require material expenditures by Banco Hipotecario or
otherwise have a material adverse effect on Banco
Hipotecario’s consolidated operations.
Increased competition and M&A activities in the banking
industry may adversely affect Banco Hipotecario.
Banco
Hipotecario foresees increased competition in the banking sector.
If the trend towards decreasing spreads is not offset by an
increase in lending volumes, the ensuing losses could lead to
mergers in the industry. These mergers could lead to the
establishment of larger, stronger banks with more resources than
Banco Hipotecario. Therefore, although the demand for financial
products and services in the market continues to grow, competition
may adversely affect Banco Hipotecario’s results of
operations, resulting in shrinking spreads and
commissions.
Future governmental measures may adversely affect the economy and
the operations of financial institutions.
The
Argentine government has historically exercised significant
influence over the economy, and financial institutions, in
particular, have operated in a highly regulated environment. We
cannot assure you that the laws and regulations currently governing
the economy or the banking sector will remain unaltered in the
future or that any such changes will not adversely affect Banco
Hipotecario’s business, financial condition or results of
operations and Banco Hipotecario’s ability to honor its debt
obligations in foreign currency.
Several
legislative bills to amend the Financial Institutions Law have been
sent to the Argentine Congress. If the law currently in force were
to be comprehensively modified, the financial system as a whole
could be substantially and adversely affected. If any of these
legislative bills were to be enacted or if the Financial
Institutions Law were amended in any other way, the impact of the
subsequent amendments to the regulations on the financial
institutions in general, Banco Hipotecario’s business, its
financial condition and the results of operations is
uncertain.
Law
N° 26,739 was enacted to amend the Central Bank’s
charter, the principal aspects of which are: (i) to broaden the
scope of the Central Bank’s mission (by establishing that
such institution shall be responsible for financial stability and
economic development while pursuing social equity); (ii) to change
the obligation to maintain an equivalent ratio between the monetary
base and the amount of international reserves; (iii) to establish
that the board of directors of the institution will be the
authority responsible for determining the level of reserves
required to guarantee normal operation of the foreign exchange
market based on changes in external accounts; and (iv) to empower
the monetary authority to regulate and provide guidance on credit
through the financial system institutions, so as to “promote
long-term production investment.”
In
addition, the Civil and Commercial Code, among other things,
modifies the applicable regime for contractual provisions relating
to foreign currency payment obligations by establishing that
foreign currency payment obligations may be discharged in Pesos.
This amends the legal framework, pursuant to which debtors may only
discharge their foreign currency payment obligations by making
payment in the specific foreign currency agreed upon in their
agreements; provided however that the option to discharge in Pesos
a foreign currency obligation may be waived by the debtor is still
under discussion.
IRSA is
not able to ensure that any current or future laws and regulations
(including, in particular, the amendment to the Financial
Institutions Law and the amendment to the Central Bank’s
charter) will not result in significant costs to the Company, or
will otherwise have an adverse effect on Banco Hipotecario’s
operations.
Banco Hipotecario’s obligations as trustee of
the Programa de Crédito Argentino del Bicentenario para la
Vivienda Única Familiar (“PROCREAR”) trust are
limited.
Banco
Hipotecario currently acts as trustee of the PROCREAR Trust, which
aims to facilitate access to housing solutions by providing
mortgage loans for construction and developing housing complexes
across Argentina. Under the terms and conditions of the PROCREAR
Trust, all the duties and obligations under the trust have to be
settled with the trust estate. Notwithstanding, if the
aforementioned is not met, Banco Hipotecario could have its
reputation affected. In addition, if the Argentine government
decides to terminate the PROCREAR Trust and/or terminate Banco
Hipotecario’s role as trustee of the PROCREAR Trust, this may
adversely affect Banco Hipotecario’s results of
operations.
Operations
Center in Israel
Risks related to Israel
The implementation of the provision of the the Israeli Law to Promote
Competition and Reduce Concentration may have implications on IDBD
and its subsidiaries.
In
December 2013, the official “Reshumot” published in
Israel the Promotion of Competition and Reduction of Centralization
Law, No. 5774-2013 (the “Reduced Centralization Act”)
pursuant to which the use of being a pyramidal structures (or
multiholding companies) for the control of “reporting
entities” (principally entities whose securities are held by
public shareholders) is limited to two layers of reporting
entities, being the holding company the first layer not including a
reporting entity that has no controlling shareholder.
On
August 2017, Dolphin Netherlands B.V. (“Dolphin”) made
a non-binding offer to purchase all the shares held by IDBD in
Discount Investment Corporation Ltd. (“DIC”). On
September 2017, IDBD announced that following the negotiations of
DIC’s independent board committee such non-binder offer was
accepted pursuant to which Dolphin bought all IDBD's interest in
DIC at a price of NIS 16.6 per share (and in total of NIS 1.77
billion in respect of all the shares which will be sold) by means
of a debenture that will be issued by the purchaser to IDBD, for
the entire amount of the consideration for the shares.
The
offer is subject to the parties’ executing the final
agreement (which is subject to further negotiation) until November
16, 2017 as well as to the approval of the transaction by the
companies’ corporate bodies and the fulfillment of additional
conditional terms by December 10, 2017. No assurance may be given
that the parties will execute or perform any binding agreement.
This transaction could significantly extend over time or could fail
to be consummated or be consummated under different terms, as it
must be approved by IDBD’s corporate bodies and other
entities, which could withhold their consent.
On
September 20, 2017, complying with the Reduced Centralization Act
in respect to the pyramid participation structure, Dolphin, a
subsidiary of the Company, has executed a binding term sheet for
the acquisition of the entire shares held by IDBD in DIC through a
company that it is controlled by the Company, currently existing or
to be incorporated in Israel. The term sheet has been approved by
the independent directors committee created for the purposes of
such transaction which has been participated in the negotiations,
analyzed and assessed the term sheet. This term sheet shall
continue in negotiations between the parties so as to define the
terms and conditions of the definitive documents to be executed.
The Audit Committee of the Company has issued an opinion without
objections to make with respect to the referred
transaction.
In
December 2013, the official “Reshumot” published in
Israel the Promotion of Competition and Reduction of Centralization
Law, No. 5774-2013 (the “Reduced Centralization Act”)
which limits the use of pyramidal structures (or multiholding
companies) that control “reporting entities”
(principally entities whose securities are held by public
shareholders) such regulation limits to two layers of reporting
entities, being the holding company the first layer without
including a reporting entity that has no controlling shareholder.
Pursuant to the terms of this law, we may have to sell or dispose
certain subsidiaries.
Following
the implementation of the Reduced Centralization Act, in August
2014, IDBD’s board of directors appointed an advisory
committee to examine various alternatives to comply with the
limitations set forth in the Reduced Centralization Act.
Since then, the Company and IDBD have been taking measures and
steps towards streamlining their organization to comply with such
requirements, including the appointment of independent directors
and the divestment from certain subsidiaries. For more information,
see “Item 4. Business Overview - General regulations
applicable to our business in Israel - Reduced Centralization
Act.” In case that a “layer” is not eliminated in
IDBD and its subsidiaries by December 2017, the applicable
authority in Israel may impose penalties on IDBD pursuant to the
terms of the Reduced Centralization Act.
On
August 2017, Dolphin Netherlands B.V. (“Dolphin”) made
a non-binding offer to purchase all the shares held by IDBD in
Discount Investment Corporation Ltd. (“DIC”). On
September 20, 2017, complying with the Reduced Centralization Act
in respect to the pyramid participation structure, Dolphin executed
a binding term sheet for the acquisition of the entire shares held
by IDBD in DIC. The term sheet has been approved by the independent
directors committee created for the purposes of such transaction
which has been participated in the negotiations, analyzed and
assessed the term sheet. This term sheet shall continue in
negotiations between the parties so as to define the terms and
conditions of the definitive documents to be executed. The Audit
Committee of the Company has issued an opinion without objections
to make with respect to the referred transaction. On September
2017, IDBD announced that following the negotiations of DIC’s
independent board committee such non-binder offer was accepted
pursuant to which Dolphin bought all IDBD’s interest in DIC
at a price of NIS 16.6 per share (and in total of NIS 1.77 billion
in respect of all the shares which will be sold) by means of a
debenture that will be issued by the purchaser to IDBD, for the
entire amount of the consideration for the shares.
The
offer is subject to the parties’ executing the final
agreement (which is subject to further negotiation) until November
16, 2017 as well as to the approval of the transaction by the
companies’ corporate bodies and the fulfillment of additional
conditional terms by December 10, 2017. No assurance may be given
that the parties will execute or perform any binding agreement.
This transaction could significantly extend over time or could fail
to be consummated or be consummated under different terms, as it
must be approved by IDBD’s corporate bodies and other
entities, which could withhold their consent.
The deterioration of the global economy and changes in capital
markets in Israel and around the world may affect IDBD and its
subsidiaries.
A
recession or deterioration of capital markets around the world and
in Israel (including volatility in securities prices, exchange
rates and interest rates), whether those which affect the entire
economy, or those which affect specific market branches, are
affecting and may affect IDBD and its subsidiaries, inter alia, as
follows:
●
Negative effects on
the state of their business affairs (including the demand for
products of the subsidiaries of IDBD);
●
Negative effects on
the value of the marketable securities and on the value of
non-marketable assets which are held by them;
●
Negative effects on
their ability to generate profits or an increase in capital
attributed to shareholders of the companies, and realization of
their holdings;
●
Negative effects on
their liquidity and equity;
●
Negative effects on
their ability to perform issuances on stock exchanges, in Israel
and abroad;
●
Negative effects on
the financial ratios of those companies, in a manner which could
impose difficulties on capital raisings and/or affect their terms,
or harm the fulfillment of financial covenants, insofar as any have
been determined, in connection with the provision of loans by
financing entities, or require them to provide additional
securities to financing entities, and even to repay the foregoing
credit, or constitute grounds for demanding the realization of
securities which were given to secure the foregoing
credit;
●
Negative effects on
their debt ratings, as given by rating entities and their debt
repayment ability;
●
Negative effects on
their ability to distribute dividends;
●
Negative effects on
the need for recording of impairment and on the data reported in
their financial statements, due to the accounting standards which
apply to them; and
●
Difficulties
imposed on the identification of financing sources and on the
raising or refinancing of debt funds, if these are required by them
in order to finance their operating activities and long term
activities, as well as on the terms of financing from financial
entities and from banks.
Certain
subsidiries import or buy raw materials which are required for
their activities, and therefore, their business results may also be
affected by changes in the prices of raw materials around the
world.
Changes in legislation, standardization and regulation may have an
impact on IDBD operations.
In
recent years, a trend of increased legislation, standardization and
regulation has taken place, horizontally and in various operating
segments in the Israeli economy. This trend has an effect,
including a significant effect, on the operations of certain
material subsidiaries of IDBD, on their financial results, and on
the prices of their securities, as well as on the activities of
IDBD.
Legislative
amendments in various areas in Israel and abroad, such as
legislation regarding concentration, promotion of competition and
antitrust laws, tax laws, regulation over the communication market,
supervision of insurance business operations, legislation in the
field of encouragement of capital investments, companies and
securities laws, laws pertaining to the supervision of prices of
products and services, increased competition in the food market,
consumer protection laws, environmental laws, planning and
construction laws, etc., may have an effect on the business
operations and results of IDBD and of its subsidiaries.
Additionally, there may be such effects due to changes in the
policy which is adopted by the various authorities by virtue of
these laws.
Changes in the tariffs and in the policy regarding protection of
local products may affect the results of some of the subsidiaries
which are held by IDBD.
Some of
the subsidiaries which are held by IDBD operate abroad, or have
securities which are traded on foreign stock exchanges. Changes in
legislation and in the regulatory policies of the relevant foreign
countries, as well as the characteristics of the business
environment in the country of operation, may affect the financial
results and the business position of those companies.
Changes
in IFRS or in the accounting principles which apply to IDBD and its
subsidiaries may have an impact, and even a significant impact, on
their financial results, on various lines (including capital
attributable to shareholders and profit) reported in the financial
statements of IDBD and its subsidiaries, on their fulfillment of
financial covenants, insofar as any have been determined for them,
on their fulfillment of the conditions of permits and licenses
which were given to them, and on their ability to distribute
dividends.
IDBD and its subsidiaries are exposed to financial
risks.
IDBD
and its subsidiaries are exposed to changes in interest rates and
price indexes, and to changes in exchange rates which affect,
directly or indirectly, their business results and the value of
their assets and liabilities (due to the scope of their CPI-linked
liabilities and due to their investments in real estate properties
outside Israel). There is also an effect on capital attributable to
shareholders of IDBD, with respect to the reserve for adjustments
to capital due to the translation of financial statements of
subsidiaries in foreign currency, primarily Real Estate
Corporations in Las Vegas and foreign subsidiaries of
PBC.
IDBD and its subsidiaries are exposed to risks associated with
foreign operations.
IDBD
and its subsidiaries operate in the real estate segment outside
Israel, and primarily in the United States, both in the
revenue-generating properties segment and in the residential
construction segment. Material adverse changes in the state of the
economy in a country in which such properties are located affect
the ability to operate and realize such investments, and the
receipt of financingunder reasonable conditions. A global economic
crisis and a recession in the global economy may adversely affect
the various markets in which IDBD and its subsidiaries operate,
especially in the United States. The characteristics
of the business environment outside Israel, including the local
regulation, the purchasing power of consumers, the financing
possibilities (under reasonable conditions, if at all), and the
selection of entities (including local entities in Israel) which
are engaged in the field on financing with whom the collaboration
is done with, and these entities business status, may affect the
possibilities for financing, their terms, and the success of the
foreign operation, and accordingly, may have an adverse effect on
their business operations and the results of operations of IDBD and
its subsidiaries.
Some activities of IDBD and/or its subsidiaries may be restricted
by the terms of certain government grants and benefits and/or
budgetary policy.
Some of
the subsidiaries of IDBD receive funds from government entities,
such as grants for research and development activities, which are
provided in accordance with the Encouragement of Industrial
Research and Development Law, 5744-1984, and regulations enacted
pursuant thereto, as well as grants and/or various tax benefits
which are provided in accordance with the Encouragement of Capital
Investments Law, which are granted under certain conditions. These
conditions may restrict the activities of the companies which
receive such funds. Non-compliance of such restrictions may lead to
the imposition of various penalties on them, including financial
and criminal sanctions. Additionally, a decrease or other changes
in the budgets of the aforementioned government entities, in a
manner which prevents or reduces the grants and/or benefits which
the subsidiaries of IDBD may receive from them in the future, may
adversely affect the operations and results of those
companies.
Additionally,
investments of foreign entities, and particularly in the technology
and communication sectors, receive certain benefits derived from
the encouragement of foreign investments by regulatory entities in
Israel, including certain tax benefits. If the aforementioned
benefits are stopped and/or restricted, the foregoing may
negatively affect investments of foreign entities in subsidiaries
which are held by IDBD may cause them to loose such benefits which,
may negatively affect their business results,which may adversely
affect the business results of IDBD, or the marketability of their
securities.
Regional conflict may affect IDBD or its subsidiary’s
activities, especially Cellcom (“Cellcom”)
activities.
The
activities of Cellcom and its network are located in Israel, as are
some of its suppliers. A significant part of Cellcom’s
communication network, as well as a significant part of
Cellcom’s information systems, are located within the range
of missile attacks launched from the Gaza Strip and Lebanon. Any
damage caused to the communication network and/or to the
information systems may adversely affect Cellcom’s ability to
continue providing services, in whole or in part, and/or may
negatively affect the activities of Cellcom in other ways, and may
adversely affect its business results and IDBD’s business.
Additionally, negative effects of this kind may materialize due to
an increase in criticism of Israel by international community. In
general, any armed conflict, terror attack or political instability
in the region may result in a decrease in Cellcom’s income,
including from roaming services of incoming tourism, and may
thereby adversely affect its business results.
Changes in the characteristics of the foreign business environment
may impact in IDBD or its subsidiary’s activities, especially
Property & Building (“PBC”) foreign
operations.
In its
foreign activities, it is the practice of PBC to cooperate with
local entities engaged in the segment. The characteristics of the
foreign business environment, including local regulation, the
purchasing power of citizens, and/ or financing possibilities, may
affect the success of the foreign operation,which is also dependent
upon the choices of the local entities. Additionally, if the
profitability considerations of PBC failed to take into account all
of the relevant factors in the relevant country, the foregoing may
adversely affect the results of operations of PBC, which in turn
would have an adverse effect on IDBD’s results of
operations.
A deterioration in the political-security and economical situation
in Israel may affect IDBD or its subsidiary’s
activities.
A
significant deterioration in the political-security situation in
Israel, and in light of the political instability in the Middle
East, may result in decreased demand for rental areas and
residential units, an exacerbation of the manpower deficit in the
construction and agriculture segment, and the increased costs of
works. These factors may adversely affect the results of PBC, and
consequently affect IDBD’s results of operations.
Additionally, all of Shufersal’s (“Shufersal”)
income is produced in Israel, and a significant part of the
products sold by it are grown, produced or processed in Israel.
Therefore, the business results of Shufersal are directly affected
by the political, economic and security conditions in Israel. A
significant deterioration in the security situation or political
situation in Israel may adversely affect Shufersal’s business
operations, financial position and results of operations, which in
turn would have an negatively effect on IDBD’s results of
operations.
Shufersal
management routinely evaluates the possible impact and implication
of the general economic situation in Israel, in particular on the
retail food market. Developments and shocks in the Israeli economy,
as well as an economic downturn or recession due to an economic
crisis, may have negative effects on the food retail market in
Israel, and as a result, also on Shufersal’s revenues and
profitability, due to the intensification of competition and due to
changes in the consumption habits of its customers. Likewise, the
cost of living issue may affect Shufersal’s business results,
due to the considerable pressure from consumers which is being
applied on Shufersal to reduce the prices of the products which it
sells, and the increasing competition from the discount chains,
which are expanding their operations. Deceleration in the Israeli
economy may negatively impact Clal's business, particularly in the
long term savings segment. Additionally, as a result of the
aforementioned deceleration, the risk associated with the exposure
of Clal to entities in Israel through its investments may increase
due to the deterioration of Israel's political and economic
situation.
IDBD and its subsidiaries are exposed to capital market and finance
risks.
IDBD
and certain of its affiliates are subject to supervision by the
Israeli Supervisor of Banks relating to “Proper Conduct of
Banking Business” which impose, among others limits on the
aggregate principal amount of loans a financial institution can
have outstanding to a single borrower, a group of related
borrowers, and to the largest borrowers and groups of related
borrowers of a banking entity (as these terms are defined in the
aforesaid directives).
Changes
to Proper Banking Management Directives, changes to the list of
entities and corporations which are associated, jointly with IDBD,
under the same group of borrowers, and the balance of their debt to
banks in Israel, as well as changes in equity of the banks
themselves, may restrict the ability of the banking system in
Israel to provide credit to IDBD and its subsidiaries. However,
since 2013 and until the publication date of this report, a
decrease has occurred in the scope of credit used from the banking
system in Israel for the group of borrowers which includes IDBD
due, among other reasons, to changes of control of certain
subidiaries.
The
legislation and regulation which apply to the investments of
institutional entities, including the implementation of the
provision of credit to business groups, may have an impact on the
possibilities to raise capital from institutional entities, and on
the conditions of its raising.
IDBD
holds assets and manages its business affairs in Israel. Therefore,
almost all of IDBD’s assets, liabilities, income and expenses
are in NIS. IDBD’s financing income and expenses are also
subject to volatility due to changes in interest rates on loans
from banks and deposits which were deposited in banks. IDBD’s
policy regarding the management of market risks, certain
sibsidiaries used, in 2016, derivative financial instruments with
the aim of adjusting, where possible, the linkage bases of its
financial assets and liabilities (hedging transactions). However,
an increase of the rate at which IDBD’s finance its
operations or the lack of financing at acceptable terms, may have
an adverse effect on IDBD’s results of
operations.
Lastly,
developments and shocks in the state of the economy, as stated
above, may have negative effects on the business results of IDBD
and its subsidiaries, on their liquidity, the value of their
assets, results of operations, their credit rating, their ability
to distribute dividends, and their ability to raise financing for
its operations at acceptable terms, insofar as it will be required
to do so, and also on their financing terms.
In
addition, the prices of assets and returns in capital markets in
Israel and around the world have a very significant impact on the
business results of Clal. The amount of management fees (fixed or
variable) charged by Clal may be reduced as the value of managed
assets decreases, both as a result of the negative returns, and as
a result of the decrease in the value of deposits or
accruals.
Risks relating to IRSA´s business in Israel
IDBD and its subsidiaries are exposed to changes in permits and
licenses.
IDBD
and some of its subsidiaries operate in accordance with approvals,
permits or licenses which were granted to them by various
authorities, such as the Commissioner of Capital Markets, the
Ministry of Communication, the Ministry of Environmental
Protection, and the Commissioner of Oil Affairs in theMinistry of
National Infrastructures, Energy and Water. A breach of the terms
of these approvals, permits or licenses may lead to the imposition
of penalties (including criminal) against the IDBD or the relevant
subsidiaries, including fines and/or revocation of such approvals,
licenses or permits. Revocation of such approvals, permits or
licenses may adversely affect such subsidiaries, whose operations
are dependent upon them (such as Clal and Cellcom). Some of the
aforementioned licenses are subject to an expiration date, and are
renewable from time to time, in accordance with their terms and the
provisions of the law. There is no certainty that the
aforementioned licenses will be renewed in the future and/or under
conditions acceptable for IDBD. Non-renewal of a permit or license,
as stated above, and/or the directives of regulators in segments in
which subsidiaries of IDBD operate, may have an adverse effect on
the business position, capital, cash flows and profitability of the
relevant company which holds the aforementioned permit or license,
and accordingly, on the results of operations of IDBD.
Class actions on consumer issues and environmental protection
issues may have an impact on IDBD and its
subsidiaries.
Subsidiaries
of IDBD, primarily including Cellcom, Shufersal and Clal, may be
subject, from time to time, to class actions on consumer issues and
on environmental issues (including in connection with non-ionizing
radiation from mobile devices, air emissions, and water, noise and
odor pollution), in material amounts, which are sometimes even
higher than their equity, and must defend themselves against them
at significant cost, even if such claims are unfounded from the
outset.
The provision of the Antitrust Law may affect IDBD
operations.
IDBD is
subject to, inter alia, the provisions of the Restrictive Trade
Practices Law, with respect to its transactions or transactions of
its subsidiaries, which constitute a merger and/or which include
restrictive arrangements, as these terms are defined in the
aforementioned law.
IDBD and its subsidiaries may face environmental
risks.
Some of
the subsidiaries which are held by IDBD are subject to various
requirements from different authorities which oversee environmental
protection. In recent years, there is an ongoing trend of increased
regulatory requirements with respect to the environment, health and
agriculture, in Israel and around the world, which has and may
cause an increase in the costs of the companies in the
aforementioned segments. Changes in the policy of those supervising
authorities, new regulation or enhanced requirements to comply with
these regulations may affect the profitability of the relevant
subsidiaries, and in turn, the profitability of IDBD.
If debenture holders decide to iniciate actions IDBD activities may
be affected.
The
trustee for the debenture holders (Series I) of IDBD (the
“Trustee”) raised, in early 2016 (including within the
framework of legal proceedings in amendment of the debt settlement
in IDB Holding Corporations Ltd. (“IDBH”)) assertions
regarding IDBD being insolvency, and the debenture holders (Series
I) also decided to appoint a representation for that series. In
June 2016, the trustee filed with the District Court of Tel
Aviv-Yafo (the “Court”) a motion to order the
liquidation of IDBD, and a motion to order the appointment of a
provisional liquidator (the “Motion To Appoint A Provisional
Liquidator”). On July 18, 2016, the Court issued a ruling, in
which the Court accepted the consensus motion which was filed by
the trustee to strike the motion to liquidate. The initiation of
legal actions against IDBD by its debenture holders may harm the
ability of IDBD to continue repaying its debts in accordance with
their current amortization schedules, and may also lead to a demand
for the immediate repayment of future liabilities (primarily to
lending corporations).
IDBD is exposed to changes in cash flows from
subsidiaries.
IDBD is
a holding company and, as such, relies on the dividends from it
subsidiaries. In recent years, the cash flows of IDBD have
primarily been used to repay debt (principal and interest
payments). In recent years, the amount of dividends distributed by
the subsidiaries of IDBD has decreased significantly, as a result
of changes in the operating results, in regulation, in
profitability (including a decrease in the balance of distributable
earnings, or the existence of negative balances of profits).
Changes which have occurred in connection with Clal, including
capital requirements from insurers which are held by it, and the
appointment of a trustee has affected, and may continue to
adversely affect the dividend flows from Clal. We have not received
a dividend from Clal in the last four years. DIC distributed a
dividend recently, but that was a relatively extraordinary event,
after more than two years during which dividends were not
distributed by DIC.
A
decrease of the cash flows from the subsidiaries may adversely
affect the cash flows of IDBD, and its business
activities.
IDBD and some of its subsidiaries may be affected by restrictions
on the sale of assets, including shares in
subsidiaries.
IDBD
and some of its subsidiaries are subject to legal and contractual
restrictions, including those which are included in permits and
licenses, which may restrict the possibility of selling and
transferring IDBD’s equity interest in its subsidiaries, or
the possibility of pledging such interests (including due to
restrictions on the realization of such pledges) by IDBD or by its
subsidiaries.
IDBD and some of its subsidiaries may be affected by restrictions
on the performance of investments and continued investment in
existing companies.
IDBD
and some of its subsidiaries may be restricted from making new
investments in ceretain areas in certain areas or the increase of
its investments in subsidiaries. IDBD and some of its subsidiaries
are also subject to restrictions in accordance with the law or in
accordance with the provisions of various regulatory entities with
respect to their business activities, in Israel and abroad. These
restrictions may limit the possibility of IDBD to take advantage of
business opportunities for new investments, or to increase or
realize existing investments, and thus, may affect IDBD’s
results of operations.
IDBD and some of its subsidiaries may be affected by changes in
legal proceedings in the field of companies laws and securities
laws.
In
recent years, an increasing trend has taken place in the filing of
class actions and derivative claims in the field of companies laws
and securities laws. In consideration of the above, and of the
financial position of IDBD and the Group’s holding structure,
claims in material amounts may be filed against IDBD, including in
connection with its financial position and cash flows, issuances
which it performs, and transactions which were performed or which
were not completed, including in connection with assertions and
claims by the Company’s controlling
shareholders.
Changes in controlling shareholder status may impact DIC’s
results of operations.
The
intention of financial institutions to reduce their credit exposure
to corporations in the IDB Group, may have an adverse impact on the
ratings given for DIC’s debentures and/or may impose
difficulties on DIC’s ability to raise capital and/or to
refinance its debts, if it is interested in doing so (and/or may
worsen the refinancing terms with respect to such debt). As of the
publication date of the report, DIC is unable to estimate the full
impact of the results of the aforementioned proceedings and events
on DIC.
DIC may be affected by cash requirements, reliance on cash flows of
subsidiaries and liquidity.
The cash flows of DIC are used to repay debt (principal and
interest payments), to finance general and administrative expenses,
to make investments, and, if relevant, to distribute dividends as
well. One of the main sources for DIC’s current cash flows
includes dividends distributed by its subsidiaries (if and insofar
as any are distributed). An additional source for DIC’s cash
flows is the sale of assets, including the sale of equity interests
in subsidiaries. Changes in the amount of dividends and/or in the
value of asset realizations accordingly affects DIC’s cash
flows.
The state of capital markets in Israel and around the world (which
affects, inter alia, the value of DIC’s investments), the
financial ratios of DIC, the decline in the value of its main
holdings, and the returns at which DIC’s debentures are
traded, may have an adverse effect on the rating of DIC’s
debentures and/or may impair DIC’s ability to raise capital
and/or to refinance its debts, if it wishes to do so (and/or may
worsen the refinancing terms with respect to such
debt).
DIC and/or its subsidiaries may be affected by changes in financial
institutions which hold cash deposits and financial
assets.
Cash deposits and material financial assets of DIC or of its
subsidiaries (including listed shares of their subsidiaries) are
held on their behalf by financial institutions and brokers. DIC and
its subsidiaries, as stated above, are exposed to the risk of
losses in connection with these assets, in certain cases involving
a deterioration in the financial stability of those financial
institutions and brokers.
Cellcom is exposed to an aggressive competition.
The
communication market is characterized by significant competition in
many of its segments, including mobile communication and internet
provider services. The current level of competition in all markets
in which Cellcom is active, including the market for the sale of
end user devices and the offering of aggressive price plans by
Cellcom’s competitors, is expected to continue. The
materialization of any one of the developments described below will
result in a significantly adverse impact on Cellcom’s
profitability, and, thus, in its ability to pay dividends to
IDBD:
(a)
Difficulties or non-execution of the network sharing and hosting
agreement with Electra, which came into force as of the beginning
of the second quarter of 2017, or any other development which will
result in loss of income from Golan, and an inability for Cellcom
to compensate for the foregoing, for example, in case of
Golan’s insolvency, or increased efforts by the other
competitors on the market to recruit Golan’s
customers;
(b)
Tariffs remaining at their current rates, or an additional decrease
in rates, including as part of a package of services;
(c) An
ineffective wholesale market for landline communication, including
due to the effective exclusion of Hot infrastructure, the effective
exclusion of telephone services from the wholesale market, the
offering of services not in accordance with the criteria of the
wholesale market, without implementation of enforcement measures by
the Ministry of Communication, or the pricing thereof in a manner
which could negatively affect Cellcom’s ability to offer
competitive services packages, and to compete against Bezeq and Hot
(due to their dominant status in the landline communication
market), particularly if the structural separation which applies to
the Bezeq and Hot groups is canceled before the creation of an
effective landline wholesale market;
(d)
Cancellation or easement of the structural separation which applies
to the Bezeq and Hot groups;
(e) The
entry of new competitors into markets in which Cellcom is engaged,
or the entry of existing competitors into segments in which they
were not previously active, or were partially active;
(f)
Distribution or acquisition of a landline infrastructure by one of
Cellcom’s competing companies, which does not own such
infrastructure, or collaboration of a competitor company with an
operator which has such infrastructure, if Cellcom does not
distribute or acquire such infrastructure, or enter into a
collaboration with an operator which holds such
infrastructure;
(g)
Regulatory changes which facilitate the transition of customers
between operators; or
(h)
Continued increased competition in the end user equipment market,
and the entry of additional competitors into the end user equipment
market and/or legislation or new judicial decisions which may
restrict Cellcom’s activities in the end user equipment sale
market, and adversely affect its income or
profitability.
Changes in legislation and significant regulatory intervention may
have an impact on Cellcom activities.
Cellcom
develops its activity in a highly regulated market and relies on a
license issued by the Ministry of Communications of Israel to
operate its business. Such License has to be renewed every six
years and may be amended without Cellcom’s consent. See
“Item 4. Business – Regulation –
Telecommunications.” Other changes in legislation and the
extent of such regulatory changes may have adverse effects on
Cellcom’s activities, including but not limited
to:
(a)
cancellation or
easement of the structural separation obligation which applies to
Bezeq and Hot, particularly if such cancellation or easement is
given before the creation of an effective wholesale market in the
landline communication market;
(b)
competition-encouraging
tariffs;
(c)
the provision of
easements and benefits to competitors, over Cellcom;
(d)
granting
permissions for other operators to provide services to Cellcom
subscribers which were previously provided only by
Cellcom;
(e)
non-renewal of
Cellcom’s licenses and/or frequencies, or restriction of
their use, and non-allocation of additional frequencies, if
required;
(f)
the establishment
of additional requirements for the provision of easements to
competitors with respect to safety or health, including with
respect to the construction and operation of base
sites;
(g)
the establishment
of additional restrictions or requirements regarding the provision
of services and products and/or intervention in their terms of
marketing, advertising and provision, including regarding existing
agreements;
(h)
the establishment
of a higher standard of service;
(i)
the establishment
of a more stringent policy with respect to protection privacy;
or
(j)
the imposition of
regulations on Cellcom’s television over internet service,
the establishment of non-beneficial conditions for the use of DTT
broadcasts, or the imposition of such non-beneficial conditions on
Cellcom and not on other operators of the television over internet
service.
Regulatory
developments also affect the risk factors of tariff oversight,
licensing of sites and the indemnification obligation, non-ionizing
radiation and dependence on licenses.
Cellcom may face difficulties in obtaining approvals related to the
construction and operation of certain infrastructure.
Cellcom
(and its competitors) encounters difficulties in obtaining some of
the required approvals for the construction and operation of base
sites, and particularly in obtaining the building permits from the
various planning authorities. Cellcom’s ability to maintain
the quality of its mobile services is partially based on
Cellcom’s ability to build base sites. The difficulties
encountered by Cellcom in obtaining the required permits and
approvals may adversely affect the currently existing
infrastructure, and the continued development of its mobile
network. Additionally, the inability to obtain these approvals on
time nay also prevent achievement of the mobile service quality
targets which were determined in Cellcom’s mobile license,
may result in loss of customers, and may adversely affect its
business results, which, in turn, may adversely affect IDBD’s
results of operations.
Cellcom
provides communication services in accordance with licenses which
were given by the Ministry of Communication, which are subject to
changes by such Ministry, including changes that may negatively
affect Cellcom’s interests and operations. A breach of the
terms of the licenses may result in the cancellation of the
licenses. Tha inability to function as it currently does or the
imposition of fines may adversely affect Cellcom’s operation
which, in turn, may affect IDBD’s operating results. and, as
a result, in Cellcom’s inability to continue operating in
each of the fields of communication in which it operates by virtue
of the aforementioned licenses. Also, a breach of the provisions of
the licenses may result in the imposition of significant financial
sanctions on Cellcom.
If the public’s concern with respect to non-ionizing
radiation increases, that may have a significantly adverse impact
on Cellcom.
Non-ionizing
radiation is emitted from two sources: end user equipment and
mobile sites of various kinds. The construction and operation of
base sites is conditional upon the receipt of a construction permit
and an operation permit from the Radiation
Commissioner.
If it
is determined or perceived that there are health risks connected to
non-ionizing radiation, or that the radiation standards in the
sites or in the end user equipment are being exceeded, or a court
rules against Cellcom or against another mobile operator, or if a
settlement is reached in a claim which pertains to health damages
derived from radiation, claims of various types for damages with
respect to property damage and physical injury of significant
scopes may increase, regulation in the construction, operation and
rental of sites, decrease in income as a result of a decrease in
the use of mobile communication, and realization of letters of
indemnity which were deposited with planning institutions in
connection with section 197 of the Planning and Construction Law.
Cellcom has no insurance coverage for such cases. The increase in
litigation or a reduction in our revenues may have an adverse
effect on Cellcom’s and IDBD’s operating
results.
Cellcom depends significantly on technology and technological
improvements which require investments in order to maintain
competitive.
The
communication market is characterized by rapid and significant
changes in technology, requiring investment in advanced
technologies in order to stay competitive.
The
increase in the consumption of internet and content provider
services through advanced mobile end user equipment has resulted in
increased data communication volumes on mobile networks, and is
expected to continue growing rapidly. The transition of subscribers
to unlimited packages has significantly contributed to the
increasing demand for data transmission on Cellcom’s network,
as well as text messages and calls. In order to meet the increasing
demand for data communication, Cellcom is required to upgrade its
transmission network, and also to continue investing in its 4G
network, which will allow greater capacity and faster data
transfer. Additionally, in order to provide provider performance on
the 4G network, Cellcom makes use of additional frequencies on the
Cellcom network, beyond those which were allocated to it in the 4G
frequencies auctions.
Cellcom’s
activities are dependent upon several complex information systems
and technologies. Additionally, Cellcom’s array of packages
including mobile and landline services has increased the number of
information systems and complex technological systems which are
involved in the provision of service to Cellcom customers.
Malfunctions in the constantly changing and expanding complex
systems are unavoidable. A malfunction in any one of
Cellcom’s systems which adversely affects its ability to
provide services and products to its customers, or to charge for
them, may result in loss of income for Cellcom, and may adversely
affect the perception of Cellcom’s brand, and could expose
Cellcom to claims. Additionally, Cellcom is in the process of
implementing a shared customer service system for the mobile
segment and the landline segment, which may result in higher costs
than expected, may require significant managerial attention, which
could have been referred to routine management, and may also result
in unexpected operational difficulties and failures, which may
result in loss of income, legal claims and regulatory sanctions.
All of the above may have an adverse effect on Cellcom’s
results of operations.
Cellcom
is exposed, to frequent cyber attacks. Additionally, unauthorized
penetration to the information systems of Cellcom, or disruptions
to their operation, including due to internet hacks (including in
customer systems which are protected by information security
products provided by Cellcom), may cause damages and losses to
Cellcom and its customers, including due to the inability to
provide certain services, or due to the provision of such services
in a disrupted manner, which may lead to the inability to charge
those services, loss of information of Cellcom or of customers, or
malicious use of customer information. Cellcom has no insurance
coverage for this type of claims and liabilities.
A
decrease of Cellcom’s operating income and result due to
higher costs vinculated to technological changes, malfunctions or
cyberattacks may have an adverse effect on IDBD’s operating
results.
Cellcom depends on the provision of services from other
operators.
Cellcom’s
roaming services are provided through foreign operators. Connecting
to the other networks requires certain infrastructure and the
ability to connect the networks between Cellcom and those
operators. The absence of accessible or high-quality service may
negatively affect Cellcom’s ability to compete in the market,
and may affect its business results and, thus, IDBD’s
operating results.
Cellcom may have to face emergency situations.
In
emergency situations, the applicable laws and certain provisions of
the mobile license confer upon the entities which are authorized by
law to take steps as required to ensure state security and/or
public peace, including, requiring Cellcom (as a mobile license
holder) to provide service to the security forces, the recruitment
of Cellcom’s engineering equipment and facilities, and even
taking control of the system. Such measures may have an adverse
effect on Cellcom’s assets and operating
results.
Cellcom may be affected by its debt.
Cellcom
has raised a significant amount of debt and it is highly leveraged.
This situation increases Cellcom’s exposure to market
changes, and makes it difficult to respond quickly to changes in
the industry and in the competitive market conditions, including
raising additional debt. As of June 30, 2017, Cellcom’s net
debt amounts to approximately NIS 3,166 million (includes NIS43
million which is attributed to accrued interest). A change for the
worse in Cellcom’s results of operations, and any additional
reduction of Cellcom’s rating and its debentures may
adversely affect also the price and terms of Cellcom’s
current debt, and the raising of additional debt. An increase of
interest debt services may cause us to default and our obligations
which may have an adverse effect on Cellcom and IDBD.
Cellcom dependens on certain suppliers.
Cellcom
is dependent upon several suppliers which provide it with network
equipment, end user equipment, content and content operation
services, information systems and infrastructures. Cellcom’s
business results may be adversely affected if any of those
suppliers do not provide its support products and/or services at
the required level of quality or on time, or in conditions which do
not benefit Cellcom, or provides to Cellcom’s competitors
preferable conditions, or if the suppliers do not succeed in
creating successful or in-demand products or content, in the
absence of an equivalent alternative. Thus, for example, Bezeq
suffered from strikes and breaches of regulatory duties with
respect to the provision of wholesale services in an egalitarian
manner to those which are provided to its retail customers, or
refused to offer services at all. Similar scenarios to the
foregoing may occur in the future and adversely affect
Cellcom.
Cellcom is subject to a dividend distribution policy.
If
Cellcom does not comply with its dividend distribution policy, or
if it distributed dividends at a rate lower than expected by the
investors, this may result in an adverse impact on Cellcom’s
share price. Furthermore, the aforementioned dividend policy may
reduce Cellcom’s cash balances and adversely affect its
ability to finance unexpected expenses in the future. As a result,
Cellcom may be required to borrow additional funds or to issue
additional shares in accordance with unattractive conditions which
may dilute IDBD’s equity interest in Cellcom, or Cellcom may
encounter difficulties in obtaining financing sources for these
funds, which may affect its financial resultas..
Cellcom may not be successful with its investments in new lines of
business.
Cellcom
invested, and is expected to continue investing, in the development
of new lines of business, with the aim of expanding and
supplementing its services and its array of offered products, such
as television over internet services, and a possible investment in
a nationally distributed, broadscale cable infrastructure which
Cellcom is considering. These efforts involve significant risks and
uncertainties, including deviating managerial attention, loss of
focus in sales and marketing efforts from core operations, absence
of sufficient income to balance out the liabilities and expenses
which are associated with the new investments, adverse effects on
cash flows, particularly in business operations which require a
long term investment and fixed amounts, such as with respect to the
acquisition of content for the television over internet service,
insufficient return on investment, regulatory changes which may
impose additional unplanned liabilities, inability to effectively
compete with the current competitors in the market or with new
competitors entering the market, issues which were not identified
in the evaluation of the aforementioned strategies and products,
such as operational difficulties and significant investments which
were insufficiently predicted, if at all. Such circumstances may
also affect Cellcom’s ability to distribute dividends and,
thus, adversely affects IDBD’s results of operations. These
investments are risky by nature, and therefore, there is no
certainty that the aforementioned strategies or products will be
successful, and, if not, that they will not have a significantly
adverse effect on Cellcom’s goodwill, financial position and
results of operations. Additionally, its entry to new business
operations, as stated above, may result in the intensification of
the competitive pressures by the current suppliers of competing
services over Cellcom’s core operations, in order to prevent
its efforts to compete against them in the relevant
market.
Employee unions may limit Cellcom’s operating
activities.
The
employee union may restrict Cellcom’s operating activities,
including Cellcom’s possibility of implementing
organizational and personnel changes, and may require significant
managerial attention. Additionally, future disputes with
representatives of the employee union, such as concerning the
renewed fight over the collective agreement, may result in the
initiation of organizational steps and in adverse effects on the
services and on the customer service of Cellcom. Such measures may
also cause changes, may fail to be implemented in a manner
significantly different than planned, and as a result, may result
in lower savings than planned, or in conficts with
employees.
An increase in construction costs may affect PBC results of
operations.
Changes
in the consumer price index and/or in the construction input price
index may have an adverse effect on the construction price of new
properties, and indirectly on the results of operations of PBC.
Additionally, the economic situation of the executing contractors
in Israel may have an effect on PBC, due to the decrease in the
supply of contractors, the increase in construction costs, and the
extension of timetables for the construction of projects. An
increase of the construction costs may affect our operating margins
and profitability, and thus have a negative effect on PBC’s
results of operations.
PBC results of operations may be affected by the increase of the
supply of rental areas.
A
significant decrease in the growth rate in the Israeli economy, and
a significant increase in the surplus supply of rental areas, due
to the construction of additional office and commercial areas which
may cause a decrease in the rental prices, and may affect the
income of PBC from revenue-generating properties.
PBC’s operational activities
depends on availability of raw materials and
workforce.
An
ongoing delay or shortage in raw materials or skilled construction
workers may affect the ability of the prime contractors with whom
PBC engages to meet the original timetables for the completion of
the PBC’s projects, and the cost of the works which are paid
by PBC. Intensification of the shortage of workforce in the
construction segment in general, and of the foreign workers in the
construction segment in particular, also affect wages in the
construction segment, which may affect construction costs and
timetables for the completion of projects. The cost of salary also
affects the operations of PBC, such as security and cleaning works,
by changes in the minimum wage in the market, and to collective
agreements which apply to the aforementioned
activities.
PBC is exposed to changes in legislation and
standardization.
Changes
in permits, regulations, restrictions and government oversight,
such as changes in municipal tax laws in areas where PBC properties
are located, may increase costs and negatively affect the
operations and results of PBC. The activities of PBC in the
residential segment may also be affected by regulatory changes in
connection with the marketing of apartments and lands, and in
taxation in connection therewith. Higher taxes on costs related to
the compliance with new regulations may adversely affect
PBC’s results.
PBC is exposed to changes in securities prices.
PBC is
exposed volatility in the prices of securities (primarily
debentures) on the stock exchange, with respect to the investment
of some of its cash surplus in such securities.
PBC is exposed to foreign currency fluctuations.
The
activities of PBC in Israel are not directly affected by
fluctuations in the US$:NIS exchange rate, due to the fact that the
rent charged by PBC from its customers, and the loans which it has
raised, are linked to the consumer price index. However, PCB has
foreign currency risk due to its foreign investing activities, the
financing used in connection therewith, and the operating cost
related to those investments. Additionally, in light of the fact
that some of the customers of PBC in Israel are international
companies, which managed their activities in US$, in case of a
decrease in the exchange rate, rent becomes more expensive relative
to the US$, and therefore, there is pressure on international
lessees to reduce the NIS rent accordingly. In addition, an
increase in the rent PBC charges may cause some clients to
terminate their agreements and, thus, affect its results.
Therefore, a decrease in the rent PBC charges or the decrease of
occupancy of its buildings may negatively affect its results of
operations.
Important changes in interest rate risks may affect the value of
PBC’s properties.
Extreme
changes in interest rate risks in Israel and abroad may affect the
value of PBC’s properties. The higher the interest rates
increase, the higher the required return on the properties, and the
lower the value of the property as a result, and vice
versa.
PBC may have to face difficulties in financing and raising
capital.
Developments
in the financial crisis in Israel and around the world may
negatively affect the possibilities of PBC to raise funding for
additional investments. Additionally, restrictions on the maximum
scope of credit which the commercial banks in Israel are entitled
to provide to each of the member companies of the IDB Group as a
“single borrower,” including PBC and the other member
companies of PBC, may affect the ability of PBC to receive
financing from financial institutions, or the scope thereof.
Additionally, PBC may be affected by specific restrictions which
could affect the banks’ ability to provide financing to the
real estate segment, such as stringent requirements regarding
capital adequacy and restrictions regarding branch-specific
exposure.
Shufersal on key suppliers.
Shufersal
business depends on the provision of certain products by key
providers. There is no certainty that these key suppliers, or other
large suppliers, will continue to provide their products or
maintain the terms at which Shufersal acquire them, or that they
will not significantly change their pricing policies, or encounter
difficulties in the provision of products to Shufersal. In such
cases, Shufersal may not continue to offer its products in the
current terms or provide them at all, therefore Shufersal’s
business affairs, financial position and results of operations may
be negatively affected.
Shufersal may have to affront risks related to approvals and
licenses.
The
operation of branches in the Shufersal chain, acquisition of new
branches, and Shufersal’s operations with respect to land
development, require obtaining approvals and licenses from
governmental entities. Some of the branches in the Shufersal chain
require licenses or approvals which have not yet been obtained, or
whose validity has expired, and require renewal. If Shufersal is
unsuccessful in obtaining or renewing such approvals or licenses,
including those related to its main branches, Shufersal may be
required to close those branches, or to take corrective actions
with respect to such branches or real estate developments. The
inabillity to open new shops or maintain our main branches may have
a negative effect on our operations.
Shufersal may have to face risks related to changes in
regulation.
Shufersal
is subject to legislation with respect to business and sanitation,
as well as new consumer legislation which confers extensive
authorities upon the Israel Consumer Protection and Fair Trade
Authority, consumer legislation, price regulation and the minimum
wage legislation. Changes in such regulations may adversely affect
the business affairs of Shufersal, its financial position and its
results of operations. It is noted that an increase in the minimum
wage may result in adverse effects to the financial results of
Shufersal, including its profitability. Additionally, the
Commissioner’s determinations regarding the rules for conduct
between the large marketing chains, of which Shufersal is one, and
dominant suppliers in the good segment, including by virtue of the
provisions of the Food Law, and regarding the merger of Shufersal
with Clubmarket, may adversely affect Shufersal’s business
affairs, financial position and results of operations.
Shufersal may be affected by the competition.
The
retail business in Israel is highly competitive. Shufersal closely
monitors the developments in the Israel retail sector, and adjusts
its operations, if and insofar as is required, in accordance with
those developments. Shufersal is dealing with the competition in
this sector, by continuing the implementation of its business plan.
Competitive pressures, including the responses of competitors and
of the market to Shufersal’s strategy and the manner of its
implementation, may result in adverse effects to Shufersal’s
ability to deal with the foregoing, and may lead to the reduction
of prices, lower margins, and the loss of market share in a manner
which may have an adverse effect on Shufersal’s business
affairs, financial position and results of operations.
Shufersal may have to face risks associated with changes of real
estate.
Shufersal
owns, wholly or partially, several shopping malls and commercial
centers, in which its branches constitutes anchor stores, as well
as additional areas which are used by Shufersal branches. The
ownerships of these properties is exposed to risks associated with
real estate properties, such as adverse changes in the state of the
local economy, excess of supply, decreased demand, adverse regional
real estate markets, and lower occupancy rates, rent, and revenues,
and changes in the value of the properties. Such events may have an
adverse effect on Shufersal’s operations and financial
position. In addition, a failure by Shufersal to recruit or
maintain tenants to occupy its properties in general, and tenants
of large properties in particular, may have an adverse effect on
Shufersal’s real estate business activities.
Additionally,
an ongoing recession, if any, due to an economic downturn or
crisis, may cause an increase of vacancy of the rented properties
and/or a reduction in rent Shufersal charges for those
properties.
Shufersal is subject to risks related to product liability and
production quality.
Shufersal,
through a wholly owned subsidiary, operates three production
plants, and accordingly, Shufersal is subject to risks related to
themanufacturing of food products. A significant defect in those
products or in itd designmay adversely affect Shufersal’s
business affairs, financial position and results of
operations.
Shufersal
markets different products, including drugs, food products and
hygiene products, which have a particular impact on the health of
its customers. Many laws and regulations grant the rights and
causes of actions to an injured party or a group of injured parties
which suffered any damage due to a defective product which is
assembled, stored, marketed or sold by Shufersal. Although
Shufersal is insured against risks with respect to the
aforementioned product liability, if damage is caused to a consumer
and/or to a group of consumers as a result of such products,
Shufersal may be liable for such damage in a manner which could
have an adverse effect on Shufersal’s business affairs,
financial position and results of operations.
If Shufersal is unable to make use of its logistical centers, for
any reason whatsoever, its ability to distribute its products to
its branches may be impaired.
According
to Shufersal’s estimate, it will be able to prepare for
direct distribution of the majority of its products to all of its
stores within a reasonable period of time, and in accordance with
the ability of suppliers to supply the products directly to the
stores. In light of Shufersal’s insurance coverage, Shufersal
estimates that this matter will not significantly affect its
results. Additionally, if physical damage is caused to the building
of the logistical center where Shufersal management is located or
to the aforementioned logistical centers, the matter may have a
significantly adverse impact on Shufersal’s operations and
results.
Shufersal may have risks related to the collective labor
agreement.
Most of
Shufersal’s employees are covered by collective labor
agreement, and Shufersal cannot be certain that this agreement will
be renewed, from time to time, or renegotiated in the same or
familiar terms, or without involving any direct action by the
union, such as a strike. If a dispute arises with employees which
involves a strike or adverse effect to the activities of Shufersal
or such events may have an adverse effect on Shufersal’s
business affairs, financial position and results of operations.
Additionally, any re-negotiation of collective agreements results
in additional payroll expenses which may affect Shufersal
profitability and result of operations.
A defect in a product of Shufersal’s brand may imply a fall
in reputation.
Shufersal
has a wide variety of branded food and beverage products which
enjoy many years of reputation, as well as products under the
private brand. Negative publicity to this reputation by means of
various publications, or by other means, may affect
Shufersal’s sales and adversely affect Shufersal’s
profitability, regardless of the correctness of those publications.
Additionally, a defect in a certain product may also affect the
brand under which Shufersal sells that product, as well as the
entire family of products which is marketed under the same brand.
However, Shufersal endeavors to protect its brands and reputation,
by strictly overseeing the quality of the raw materials which it
uses in the manufacturing of the products, the production
processes, the finished products and the advertising
messages.
Shufersal is exposed to risks associated with the issuance of the
voucher cards, including as regards fraud and theft.
Shufersal
issues vouchers and electronic voucher cards for the acquisition of
products in its stores and at other retailers with whom Shufersal
has engaged for this purpose. Despite the fact that Shufersal has
taken measures to reduce these risks, significant fraud may have an
adverse effect on Shufersal’s business affairs, financial
position and results of operations.
A failure in information processing and IT systems may adversely
affect Shufersal’s operating activities.
Shufersal
makes use of various information and IT systems. Shufersal’s
central information systems (and their backup systems) are located
in and around the logistical centers which are used to manage its
distribution network. Shufersal takes various steps in order to
ensure the functionality and reliability of the various information
and IT systems, including by securing and backing up the
information. However, a collapse of the information and IT systems
may have an adverse effect on Shufersal’s operating
activities. Shufersal makes use of systems and computer programs,
some in accordance with licenses which it has acquired. A
significant part of the aforementioned licenses are not restricted
by time. However, Shufersal engages with the license holders in
agreements for the receipt of service and support for the
aforementioned systems and programs, for periods of one year.
Shufersal ensures to engage with suppliers with a solid reputation
and financial stability. However, if such suppliers are unable to
continue providing Shufersal with their services, Shufersal will be
forced to engage with other suppliers, which may have an adverse
effect on our processes which may have an andverse effect on our
results.
Shufersal may face restrictions of the Bank of Israel regarding a
“single borrower” and a “group of
borrowers.
Shufersal
is considered as belonging to a “group of borrowers,”
as part of the IDB Group. As of the reporting date, the balance of
bank credit of Shufersal and its subsidiaries is
insignificant.
Shufersal may be limited by the Anti-trust law in case it pursues
any future operations in the food retail segment.
Shufersal
achieved a significant part of its past growth by acquiring various
retail operations. Future acquisitions of various operations in the
food retail segment by Shufersal may require approval of the
Antitrust Authority, which may not be granted or under terms
favorable to Shufersal. As of the reporting date, taking into
consideration of the structure of the retail market, the
restrictions which are imposed on Shufersal by law, and the
provisions of the Food Law we estimate that Shufersal may not be
able to acquire material entity in the retail segment.
Important variations in interest rates may affect the value of
Clal.
One of
the primary exposure of Clal is to interest rate decreases, since
the average lifetime of its liabilities is significantly longer
than the average lifetime of the assets. Clal invests its assets in
different securities and such return of investments is subject to
the variations of the interest rates.Therefore our capacity and
results depend, in part, on the return o our investments. In the
current interest rate environment, the Clal is also exposed, from
an accounting perspective, to losses in certain scenarios involving
an interest rate decrease due to the impact of such changes on the
discount rates that are used in the calculation of the reserves for
pension, and in the liability adequacy test (“LAT”) and
in a scope which may exceed the capital gains which will be created
in that scenario with respect to interest-sensitive
assets.
Clal may have to face risks related to inflation.
Clal is
exposed to an increase in the inflation rate, due to the fact that
the majority of insurance liabilities of Clal are adjusted on a
quarterly basis in accordance with the inflation rate, while the
assets held against them are not necessarily CPI-linked. Our
results depend on our revenues and return of invetments, so, in a
high inflation environment our assets may not generate enough
return to cover the CPI- adjusted liabilities.
Other assets price risk.
Some of
the assets of Clal and some of the assets managed for others are
invested in alternative investments, which include investments in
real estate and in real estate funds, investment funds,
non-marketable stocks and additional investment instruments which
are exposed changes in their value.
International economic slowdown and price declines in capital
markets may affect Clal’s operating activities.
Clal
invests in financial assets in international capital markets, and
in other foreign assets. Therefore, a price decline due to a global
or regional crisis or slowdown may affect our investment portfolio
and the return of such investments.
Clal may face credit risks.
Clal is
exposed to the possibility of financial loss as a result of the
insolvency of borrowers and other debtors (through financial assets
in the assets portfolio, through activities involving policies in
accordance with the Sales Law, and credit insurance) with respect
to its investments in debt instruments. Additionally, an increase
in insolvency of businesses in Israel may also increase the amounts
of claims of the directors’ and officers’ liability insurance sector in
which Clal operates, and the scope of employers’ debts with
respect to the non-transfer of payments for pension insurance with
respect to their employees. In its portfolio of assets, Clal is
exposed to the various market sectors, of which the main ones are
the banking and financial industries, the real estate in Israel
sector, and the infrastructure and energy sector. A decline in
activity, slow downs or crisis in such sectors may have a negative
impact on our investments and, thus, on the results of our
operations.
Clal may face insurance risks.
Clal is primarily exposed to the occurrence of more events or to
greater severity of events covered by its policies, as compared
with the actuarial assumptions, or an accumulation of damages due
to a catastrophic event, which may cause liabilities higher than
our reserves and provisions. Loss reserves are established such
that the provision for losses and benefits represents an amount
that is believed to be greater than the mathematically expected
amount that will be required to ultimately settle all claims
incurred in a certain period of time. As such the provision makes
allowance for identified sensitivities underlying the reserve
estimates. These estimates are based on actuarial and statistical
projections, at a given time, of facts and circumstances known at
that time and estimates of trends in loss severity and other
variable factors, including new concepts of liability or other
changes in legal precedents and general economic
conditions.
A decrease on the portfolio level may imply a risk for
Clal.
The rates of cancellation, freezing and transfers constitute a
significant assumption in the life and health insurance businesses,
due to the fact that the profitability in this segment is based on
a margin in premiums, and on the collection of management fees
throughout the lifetime of the policy. The cancellation of policies
also leads to the write-off of deferred acquisition costs with
respect to those policies. Likewise, stability of reinsurers also
means a risk for Clal. Clal transfers some of their business risk
with reinsurance, mostly through foreign reinsurers. However, the
reinsurance does not release the direct insurers from their
obligation towards their policyholders according to the insurance
policies. Such reinsurers may become financially unable or
unwilling to honour their commitments by the time they are called
upon to pay amounts due, which may not occur for many years. In
addition, reinsurance may prove inadequate to protect against
losses or may become unavailable in the future at commercially
reasonable rates.
Clal may affront claims due to catastrophes.
Clal may be subject to a sudden increase in claims due to a single
large impact event (catastrophe) witha large scope of damages,such
as an earthquake. Clal is exposed to other catastrophic events such
as war and terrorism risks in Israel.
Changes in legislation and regulation may affect Clal.
Clal is
an insurance company and, as such, develops its business in a
highly regulated industry and is exposed to continuing changes in
legislation and regulation pertaining to its operating segments. In
particular, some of the regulatory changes which were recently
performed and which are proposed, some as non-final drafts, may
have an adverse effect on Clal’s business model.
Additionally, changes in legislation and regulation, including
circulars, determinations in principle, position papers and
provisions which the Commissioner of Capital Markets is authorized
to impose in connection with changes to policy terms, including
tariffs which may affect Clal, including to products which were
sold in the past, both by way of retroactive application and due to
their effect on the interpretation of agreements which were signed
in the past, may have an adverse effect on Clal’s
business.
Significant operations in Clal are subject to detailed and complex
regulation.
In
particular, the insurance and long term savings activities are
subject to regulatory directives which change from time to time,
with respect to products which were sold over many years, and which
have long insurance coverage periods and/or savings
periods.
The
institutional entities in Clal are exposed to the risk of decline
below the minimum capital required, which may result in the
initiation of regulatory actions against them. Clal is subject to
restrictions and conditions by virtue of control permits for the
institutional entities which are under its control, including the
capital maintenance requirement.
Clal may face liquidity risks.
Clal
may face liquidity challenges due to the uncertainty associated
with the date in which Clal will be required to pay claims and
other benefits to policyholders and to other beneficiaries,
relative to the total amount of reserves which are available for
this purpose at that time. Loss reserves are established based on
certain assumptions and actuarial calculations. An increase of
claims, lower return on investments or the inability to sell our
investments on time or at attractive prices may cause our claims to
be in excess of our loss reserves. Liquidity risk may increase upon
the materialization of a significant catastrophic
event.
Clal may have to face risks related to model, risk and underwriting
risk.
Clal is
exposed, in its insurance activities, to the risk of the selection
of a wrong model for pricing, for the estimation of insurance
liabilities, to risk of the use of incorrect parameters in models,
and to risk of the use of incorrect pricing as a result of
deficiencies in the underwriting process.
Clal is exposed to operational risks.
Risk of
loss due to inadequacy or failure of internal processes, people and
systems, or due to external events. In light of the scope of
activities of Clal, and despite the actions taken by it to identify
the risks and to establish appropriate controls, the scope of its
exposure to the operational risks of the type specified above is
significant.
Clal depends significantly on technology and technological changes
may imply investments in order to maintain
competitive.
A
significant part of the activities of Clal relies on different
information systems. The absence of sufficient infrastructure
and/or deficiencies and/or failures in the computerized information
systems may cause significant adverse effects to Clal operations. A
disruption of operations may have significant operating and
financial losses.
The activities of Clal depends of external suppliers, and any
change on them may imply a risk for Clal.
As part
of its activities, Clal engages in agreements with various
suppliers and service providers. Clal is exposed to the risk of
harm to its reputation and profitability as a result of harm to the
service quality which is provided to it and to its customers, as
well as risks associated with difficulty in finding an alternative
provider, if necessary.
The non-binding offer for Clal shares may have a negative impact on
its market price and, consequently, on our results of
operations.
On May
2017, IDBD agreed to the sale of 5% of Clal’s shares jointly
with a swap transaction. Accordingly, such shares were sold on May
4, 2017, free from any encumbrance, for a price of NIS59.86 per
share (i.e., for an aggregate amount of approximately NIS166
million, equivalent to approximately US$697 million at the exchange
rate prevailing on such date).
Under
the terms of the swap agreement, IDBD retains the main risks and
benefits of all of Clal’s shares; for such reason, as of June
2017 all of Clal’s shares were recorded as a financial assets
held for sale, and a liability of Ps.783 million was recorded. The
valuation of such shares as of June 30, 2017, is Ps.8,564 million
and a gain of Ps.2,513 million has been recorded under net
financial results for this fiscal year as a result of the increase
in the fair value of these shares.
Following
instructions imparted by Israel’s Capital Market, Insurance
and Savings Commission to the Trustee regarding the guidelines for
selling Clal’s shares, on August 2017, IDBD sold 5% of its
equity interest in Clal by way of a swap transaction, pursuant to
terms identical to those applied to the swap transaction made and
reported to the market on May 2017. The consideration for the
transaction was an amount of approximately NIS 164 million.
Upon completion of the transaction, IDBD’s equity interest in
Clal was reduced from 49.9% to 44.9% of its stock
capital.
On
September 2017, IDBD’s Board of Directors approved entering
into a non-binding offer with Huabang Financial Holdings Limited
for the sale of its entire equity interest in Clal, representing
44.9% of its stock capital. The transaction is subject to a due
diligence process, to be conducted by the purchaser for a term of
60 days after the execution of a memorandum of understanding, and
the execution of a binding agreement among the parties, among other
requirements. Moreover, the consummation of the transaction is
subject to the approval of Israel’s Capital Market, Insurance
and Savings Commission reporting to the Israeli Ministry of
Finance. For more information, see “Recent development
– Operations Center in Israel – Sale of Interest in
Clal.” On September 5, 2017 it was announced that Clal had
made an erroneous calculation of the amounts standing to the credit
of the plaintiff and the members of the class in profit-sharing
policies, and regarding the filing of a settlement in the action
and a motion to approve it, the Company gave an update that Clal
reported, since the Attorney- General did not file any opposition,
the Tel Aviv District Labor Law Court approved the settlement
between the parties.
The
request to sell the shares of CLAL in 5% tranches and the
non-binding offer could cause a negative impact on the market
price. A decrease in the market price of Clal’s shares would
cause an immediate effect in our income statements and financial
results.
Risks Related to the ADSs and the Common Shares.
Shares eligible for sale could adversely affect the price of our
common shares and American Depositary Shares.
The
market prices of our common shares and ADS could decline as a
result of sales by our existing shareholders of common shares or
ADSs in the market, or the perception that these sales could occur.
These sales also might make it difficult for us to sell equity
securities in the future at a time and at a price that we deem
appropriate.
The
ADSs are freely transferable under U.S. securities laws, including
common shares sold to our affiliates. IFISA, which as of June 30,
2017, owned approximately 30.8% of our common shares (or
approximately 154,557,259 common shares which may be exchanged for
an aggregate of 15,455,726 ADSs), is free to dispose of any or all
of its common shares or ADSs at any time in its discretion. Sales
of a large number of our common shares and/or ADSs would likely
have an adverse effect on the market price of our common shares and
the ADSs.
If we issue additional equity securities in the future, you may
suffer dilution, and trading prices for our equity securities may
decline.
We may
issue additional shares of our common stock for financing future
acquisitions or new projects or for other general corporate
purposes. Any such issuance could result in a dilution of your
ownership stake and/or the perception of any such issuances could
have an adverse impact on the market price of the
ADSs.
We are subject to certain different corporate disclosure
requirements and accounting standards than domestic issuers of
listed securities in the United States.
There is less publicly available information about the
issuers of securities listed on the Argentine stock exchanges than
information publicly available about domestic issuers of listed
securities in the United States and certain other countries.
Although the ADSs are listed on the NASDAQ Global Market, as a
foreign private issuer we are able to rely on home country
governance requirements rather than relying on the NASDAQ corporate
governance requirements. See “Item 16G. Corporate
Governance—Compliance with NASDAQ listing Standards on
Corporate Governance.” Additionally, as a foreign private
issuer, we are exempt from certain rules under the Securities
Exchange Act of 1934, as amended, or the “Exchange Act”
including (i) the sections of the Exchange Act regulating the
solicitation of proxies, consents or authorizations in respect of a
security registered under the Exchange Act; (ii) the sections
of the Exchange Act requiring insiders to file public reports of
their stock ownership and trading activities and liability for
insiders who profit from trades made in a short period of time; and
(iii) the rules under the Exchange Act requiring the filing
with the SEC of quarterly reports on Form 10-Q containing
unaudited financial and other specified information, or current
reports on Form 8-K, upon the occurrence of specified
significant events. In addition, foreign private issuers are not
required to file their annual report on Form 20-F until four
months after the end of each fiscal year, while U.S. domestic
issuers that are accelerated filers are required to file their
annual report on Form 10-K within 75 days after the end
of each fiscal year. Foreign private issuers are also exempt from
the Regulation Fair Disclosure, aimed at preventing issuers from
making selective disclosures of material information. As a result
of the above, you may not have the same protections afforded to
shareholders companies that are not foreign private
issuers.
Investors may not be able to effect service of process within the
U.S., limiting their recovery of any foreign judgment.
We are
a publicly held stock corporation (sociedad anónima) organized
under the laws of Argentina. Most of our directors and our senior
managers are located in Argentina. As a result, it may not be
possible for investors to effect service of process within the
United States upon us or such persons or to enforce against us or
them in United States court judgments obtained in such courts
predicated upon the civil liability provisions of the United States
federal securities laws. We have been advised by our Argentine
counsel, Zang, Bergel & Viñes, that there is doubt whether
the Argentine courts will enforce, to the same extent and in as
timely a manner as a U.S. or foreign court, an action predicated
solely upon the civil liability provisions of the United States
federal securities laws or other foreign regulations brought
against such persons or against us.
If we are considered to be a passive foreign investment company for
United States federal income tax purposes, U.S. Holders of our
common shares or ADSs would suffer negative
consequences.
Based
on the current and projected composition of our income and
valuation of our assets, including goodwill, we do not believe we
were a passive foreign investment company (“PFIC”) for
United States federal income tax purposes for the taxable year
ending June 30, 2017, and we do not currently expect to become a
PFIC, although there can be no assurance in this regard. The
determination of whether we are a PFIC is made annually.
Accordingly, it is possible that we may be a PFIC in the current or
any future taxable year due to changes in our asset or income
composition or if our projections are not accurate. The volatility
and instability of Argentina’s economic and financial system
may substantially affect the composition of our income and assets
and the accuracy of our projections. In addition, this
determination is based on the interpretation of certain U.S.
Treasury regulations relating to rental income, which regulations
are potentially subject to differing interpretation. If we become a
PFIC, U.S. Holders (as defined in “Item 10. Additional
Information—Taxation—United States Taxation”) of
our common shares or ADSs will be subject to certain United States
federal income tax rules that have negative consequences for U.S.
Holders such as additional tax and an interest charge upon certain
distributions by us or upon a sale or other disposition of our
common shares or ADSs at a gain, as well as reporting requirements.
See ‘‘Item 10. E—Taxation—United States
Taxation—Passive Foreign Investment Company’’ for
a more detailed discussion of the consequences if we are deemed a
PFIC. You should consult your own tax advisors regarding the
application of the PFIC rules to your particular
circumstances.
Changes in Argentine tax laws may affect the tax treatment of our
common shares or ADSs.
On
September 23, 2013, the Argentine income tax law was amended by the
passage of Law No. 26,893. Under the amended law, the sale,
exchange or other transfer of shares and other securities is
subject to a capital gain tax at a rate of 15% for Argentine
resident individuals and foreign beneficiaries. There is an
exemption for Argentine resident individuals if certain
requirements are met; however, there is no such exemption for
non-Argentine residents. See “Item 10. Additional
Information—Taxation —Argentine Taxation.”
However, as of the date hereof many aspects of the amended tax law
remain unclear and, pursuant to certain announcements made by
Argentine tax authorities, they are subject to further rulemaking
and interpretation, which may adversely affect the tax treatment of
our common shares and/or ADSs. Also, the amended law had
established an income tax at a rate of 10% in the distribution of
dividends; however, this has been repealed by Law
No. 27,260.
The
income tax treatment of income derived from the sale of ADSs,
dividends or exchanges of shares from the ADS facility may not be
uniform under the revised Argentine income tax law. The possibly
varying treatment of source income could impact both Argentine
resident holders as well as non-Argentine resident
holders.
In
addition, should a sale of ADSs be deemed to give rise to Argentine
source income, as of the date of this annual report no regulations
are in force regarding the mechanism for paying the Argentine
capital gains tax when the sale exclusively involves non-Argentine
parties, despite the fact that Law No. 27,260 further provides
that in such case (i.e. both seller and buyer are non residents)
the buyer is in charge of paying the tax.
In this
connection, on July 20, 2017, General Resolution (AFIP) 4095-E
suspended for 180 days the entry into force of General Resolution
4094-E by which, almost four years after Congress –by virtue
of passing Law No 26,893- imposed a capital gains tax on the gains
recognized by nonresidents on the sale of shares, quotas or other
equity participations in Argentine companies as well as
“other securities” of Argentine residents, the AFIP had
implemented a payment mechanism for resident and nonresident
buyers. The new resolution, currently suspended, was
applicable to transactions that occurred on or after September 23,
2013.
Therefore,
holders of our common shares, including in the form of ADSs, are
encouraged to consult their tax advisors as to the particular
Argentine income tax consequences under their specific
facts.
Holders of our ADSs may be unable to exercise voting rights with
respect to the common shares underlying the ADSs at our
shareholders’ meetings.
We will not treat the holders of our ADSs as one of our
shareholders and the holders of our ADSs will not have shareholder
rights. The ADS depositary will be the holder of the common shares
underlying your ADSs and ADS holders may exercise voting rights
with respect to the common shares represented by the ADSs only in
accordance with the deposit agreement relating to the ADSs. There
are no provisions under Argentine law or under our by-laws that
limit the exercise by ADS holders of their voting rights through
the ADS depositary with respect to the underlying common shares.
However, there are practical limitations on the ability of ADS
holders to exercise their voting rights due to the additional
procedural steps involved in communicating with these holders. For
example, holders of our common shares will receive notice of
shareholders’ meetings through publication of a notice in the
CNV´s website, an Official Gazette in Argentina, an Argentine
newspaper of general circulation and the bulletin of the Buenos
Aires Stock Exchange (“BCBA”), and will be able to
exercise their voting rights by either attending the meeting in
person or voting by proxy. ADS holders, by comparison, will not
receive notice directly from us. Instead, in accordance with the
deposit agreement, we will provide the notice to the ADS
Depositary. If requested by us, the ADS depositary will mail to
holders of ADSs the notice of the meeting and a statement as to the
manner in which instructions may be given by holders. To exercise
their voting rights, ADS holders must then instruct the ADS
depositary as to voting the common shares represented by their
ADSs. Under the deposit agreement, the ADS Depositary is not
required to carry out any voting instructions unless it receives a
legal opinion from us that the matters to be voted would not
violate our by-laws or Argentine law. We are not required to
instruct our legal counsel to give that opinion.
Due to these procedural steps
involving the ADS Depositary, the process for exercising voting
rights may take longer for ADS holders than for holders of common
shares and common shares represented by ADSs may not be voted as
ADS holders desire.
Under Argentine law, shareholder rights may be fewer or less well
defined than in other jurisdictions.
Our
corporate affairs are governed by our by-laws and by Argentine
corporate law, which differ from the legal principles that would
apply if we were incorporated in a jurisdiction in the United
States, such as the States of Delaware or New York, or in other
jurisdictions outside Argentina. In addition, your rights or the
rights of holders of our common shares to protect your or their
interests in connection with actions by our board of directors may
be fewer and less well defined under Argentine corporate law than
under the laws of those other jurisdictions. Although insider
trading and price manipulation are illegal under Argentine law, the
Argentine securities markets are not as highly regulated or
supervised as the U.S. securities markets or markets in some other
jurisdictions. In addition, rules and policies against
self−dealing and regarding the preservation of shareholder
interests may be less well defined and enforced in Argentina than
in the United States, putting holders of our common shares and ADSs
at a potential disadvantage.
Restrictions on the movement of capital out of Argentina may impair
your ability to receive dividends and distributions on, and the
proceeds of any sale of, the common shares underlying the
ADSs.
The
Argentine government may impose restrictions on the conversion of
Argentine currency into foreign currencies and on the remittance to
foreign investors of proceeds from their investments in Argentina.
Argentine law currently permits the government to impose these kind
of restrictions temporarily in circumstances where a serious
imbalance develops in Argentina’s balance of payments or
where there are reasons to foresee such an imbalance. We cannot
assure you that the Argentine government will not take measures in
the future. In such a case, the ADS Depositary for the ADSs may
hold the Pesos it cannot convert for the account of the ADS holders
who have not been paid.
The protections afforded to minority shareholders in Argentina are
different from and more limited than those in the United States and
may be more difficult to enforce.
Under
Argentine law, the protections afforded to minority shareholders
are different from, and much more limited than, those in the United
States and some other Latin American countries. For example, the
legal framework with respect to shareholder disputes, such as
derivative lawsuits and class actions, is less developed under
Argentine law than under U.S. law as a result of Argentina’s
short history with these types of claims and few successful cases.
In addition, there are different procedural requirements for
bringing these types of shareholder lawsuits. As a result, it may
be more difficult for our minority shareholders to enforce their
rights against us or our directors or controlling shareholder than
it would be for shareholders of a U.S. company.
We may not pay any dividends.
In
accordance with Argentine corporate law, we may pay dividends to
shareholders out of net and realized profits, if any, as set forth
in our Audited Financial Statements prepared in accordance with
IFRS. The approval, amount and payment of dividends are subject to
the approval by our shareholders at our annual ordinary
shareholders meeting. The approval of dividends requires the
affirmative vote of a majority of the shareholders entitled to vote
present at the meeting. As a result, we cannot assure you that we
will be able to generate enough net and realized profits so as to
pay dividends or that our shareholders will decide that dividends
will be paid.
Our ability to pay dividends is limited by law and our
by-laws.
In
accordance with Argentine corporate law, we may pay dividends in
Pesos out of retained earnings, if any, to the extent set forth in
our audited financial statements. Our ability to generate retained
earnings is subject to the results of our operations. Therefore,
our ability to pay dividends is subject to the compliance with the
Argentine Corporate Law.
Item 4. Information on the Company
A. HISTORY AND DEVELOPMENT OF THE COMPANY
General Information
Our
legal name is Cresud Sociedad Anónima Comercial, Inmobiliaria,
Financiera y Agropecuaria, and our commercial name is
“Cresud.” We were incorporated and organized on
December 31, 1936 under Argentine law as a stock corporation
(sociedad anónima) and
were registered with the Public Registry of Commerce of the City of
Buenos Aires (Inspección
General de Justicia), on February 19, 1937 under number 26,
on page 2, book 45 of National By-laws Volume. Pursuant to our
bylaws, our term of duration expires on July 6, 2082. Our
headquarters are located at Moreno 877, 23rd Floor (C1091AAQ),
Ciudad Autónoma de Buenos Aires, Argentina. Our telephone is
+54 (11) 4814-7800, and our website is
www.cresud.com.ar.
Information
contained in or accessible through our website is not a part of
this annual report on Form 20-F. All references in this annual
report on Form 20-F to this or other internet sites are inactive
textual references to these URLs, or “uniform resource
locators” and are for information purposes only. We assume no
responsibility for the information contained on these
sites.
History
We were
incorporated in 1936 as a subsidiary of Credit Foncier, a Belgian company
engaged in the business of providing rural and urban loans in
Argentina. We were incorporated to administer real estate holdings
foreclosed by Credit Foncier.
Credit Foncier was liquidated in 1959, and as part of such
liquidation, our shares were distributed to Credit Foncier’s shareholders and
in 1960 were listed on the Buenos Aires Stock Exchange
(“BASE”). During the 1960s and 1970s, our business
shifted to exclusively agricultural activities.
In 1993
and 1994, Consultores Asset Management acquired, on behalf of
certain investors, approximately 22% of our shares on the BASE. In
late 1994, an investor group led by Consultores Asset Management
(including Dolphin Fund plc.) acquired additional shares increasing
their aggregate shareholding to approximately 51.4% of our
outstanding shares. In 1995, we increased our capital through a
rights offering and global public offering of ADRs representing our
common shares and listed such ADRs on the NASDAQ. We started our
agricultural activities with 7 farmlands and 20,000 hectares under
management.
In line
with our international expansion strategy, on September of 2005 we
participated in the creation of Brasilagro with the purpose of
replicating our business model in Brazil. We created BrasilAgro
together with our partners, Cape Town Llc, Tarpon Investimentos
S.A., Tarpon Agro LLC, Agro Investments S.A. and Agro Managers
S.A.
On May
2, 2006, BrasilAgro’s shares were listed on the Novo Mercado
of the Brazilian Stock Exchange (“BOVESPA”) with the
symbol AGRO3.
As of
June 30, 2017, we held a 43.43% interest in Brasilagro’s
stock capital.
In
March 2008 we concluded a capital increase of 180 million shares.
As a result, 180 million shares offered at the subscription price
of US$1.60 or Ps.5.0528 per share were fully subscribed, in the
local and international markets. In addition, each shareholder
received, without additional cost, one warrant for each share
subscribed. See Item 9 “The Offer and Listing – A.
Offer and Listing Details - Stock Exchanges in which our securities
are listed.” This capital increase allowed us to expand our
international operations to Paraguay and Bolivia.
As part
of a series of transactions that implied a further expansion of the
Company’s agricultural and cattle raising business in South
America, in July 2008, the Company purchased, through various
companies, 12,166 hectares located in Santa Cruz de la Sierra,
Republic of Bolivia, for a total price of US$ 28.9 million. On
the other hand, in September 2008, the Company entered into a
series of agreements for accessing the real estate, agricultural
and cattle raising and forestry markets of the Republic of
Paraguay. Under these agreements, a new company was organized
together with Carlos Casado S.A., named Cresca S.A.
(“Cresca”), in which the Company held a 50% interest
and acted as adviser for the agricultural, cattle raising and
forestry exploitation of a 41,931-hectare rural property and up to
100,000 additional hectares located in Paraguay under a purchase
option already exercised, which expired in 2013.
In
November 2012, Brasilagro’s shares became listed as Level II
ADRs on the NYSE, under the ticker LND.
In
December 2013, Cresud sold to its subsidiary Brasilagro its entire
interest in Cresca, representing 50% of its stock
capital.
As of
June 30, 2017, we had a 63.76% equity interest in IRSA (without
considering treasury shares). IRSA is one of Argentina’s
largest real estate companies and is engaged in a range of
diversified real estate activities including residential
properties, office buildings, shopping malls and luxury hotels. A
majority of our directors are also directors of IRSA.
In
October 11, 2015, continuing with our strategy of expansion and
diversification in the international markets, we gained control of
the Israeli conglomerate IDBD. IDBD is one of the largest and most
diversified holding companies in Israel. Through its subsidiaries,
associates, joint ventures and other investments, IDBD is engaged
in numerous markets and industry sectors in Israel and other
countries, including real estate (PBC), supermarkets (Shufersal),
insurance (Clal), and telecommunications (Cellcom). The Company is
listed on the Tel Aviv Stock Exchange (“TASE”) as a
“Debentures Company” pursuant to Israeli law, as it has
publicly listed bonds. As a result of the consolidation of this
investment in the Company’s financial statements, we decided
to break down IRSA’s reporting into an Operations Center in
Argentina and an Operations Center in Israel. From the Operations
Center in Argentina, IRSA manages its businesses in Argentina and
the international investments in the Lipstick Building in New York
and the Condor Hospitality Trust Hotel REIT. From the Operations
Center in Israel, IRSA manages IDBD.
In
October 2016, Brasilagro and Carlos Casado executed an agreement
whereby they proposed to put up for sale, for a term of 120 days,
all Cresca’s real property for a price of at least
US$ 120 million, or 100% of Cresca’s outstanding shares,
or to divide Cresca’s assets. As no bids for the shares
and/or the real property were received, the shareholders Carlos
Casado S.A. and Brasilagro started a corporate reorganization and
asset division process. In June 2017, the shareholders’
meeting resolved upon the spin-off and amendment of the bylaws
intended to implement the spin-off procedure. Moreover, the
shareholders reached an agreement on the most equitable method for
balancing and distributing their respective contributions and
receivables. As of the date of this report, we were in the process
of completing all relevant steps to conclude the
spin-off.
Significant acquisitions, dispositions and development of
business
Agricultural business
Sale and purchase of Farmlands
Cuatro vientos
On June
30, 2017, Yatay Agropecuaria S.A. sold to an unrelated third party
the establishment “Cuatro Vientos,” which includes
2,658 hectares devoted to sugarcane and agricultural activity,
located in the Department of Santa Cruz in Bolivia. The transaction
totaled US$14.23 million (US$/ha. 5,280) (equal to Ps.222 million);
to date, US$7.42 million have already been paid, with the remaining
balance of US$6.85 million being secured by a first lien mortgage.
The outstanding balance becomes due on December 28, 2017 together
with the discharge of mortgage. During the year 2017 the Company
recorded a profit before tax of US$4.5 million (equivalents to
Ps.76.2 million) as result of this transaction.
Finca Mendoza
On June
8, 2017, Cresud and Zander Express S.A. (co-owners with 40% and 60%
interests, respectively) executed a conveyance deed with Simplot
Argentina S.R.L. for the sale of 262 hectares of the plot of land
located on National Route 7 of the city of Luján de Cuyo,
Province of Mendoza. The total price is US$2.2 million, which were
fully paid upon execution of the deed. The Company recorded a gain
of Ps.11.8 million as result of this transaction.
Jatobá
In June
2017, Brasilagro sold 625 hectares of the property Jatobá
located in Jaborandi, Bah’a. The transaction price was fixed
at 300 bags of soy per hectare or R$10.1 million (equal to Ps.41
million); so far, R$877 million have already been paid, with the
outstanding balance being payable in five annual installments
starting in July 2017. The Company has recognized gains of Ps.32.1
million as result of this transaction.
Araucária
In
March 2017, Brasilagro sold part of the establishment
Araucária. The agreement sets forth the sale of 274 hectares,
of which 196 are developed and productive hectares. The sale price
amounts to 1,000 bags of soybeans per hectare, or R$13.2 million
(equivalents to Ps.48 million), of which so far 39,254 bags of
soybeans have been collected, equivalent to R$2.4 million; and the
balance will be paid in four annual installments. The Company has
recognized gains of Ps.29.9 million as result of this
transaction.
In May
2017, Brasilagro sold part of the establishment Araucária, a
farmland located in the municipality of Mineiros. The agreement
sets forth the sale of 1,360 hectares, of which 918 are developed
and productive hectares. The sale price was fixed at 280 bags of
soy per hectare or R$17 million (equal to Ps.67 million). So far,
35% of the transaction price has been paid during 2017, with the
remaining balance being payable in five annual installments. The
Company has recognized gains of Ps.37.4 million as result of this
transaction.
São José
In
February 2017, Brasilagro entered into a sale and sharecropping
agreement for a farmland property located in the municipality of
São Raimundo das Mangabeiras, in the state of Maranhão.
The sale agreement consists in the acquisition of 17,566 hectares,
of which 10,000 are developed and productive lands that will be
used for farming. The remaining 7,566 hectares consist of permanent
conservation and legal reservation areas. The purchase price is
R$100 million, which will be paid in full upon fulfillment of
certain prior conditions by sellers. The sharecropping consists of
15,000 hectares of cultivable and developed land, already planted
mostly with sugar cane. The agreement is valid for 15 years and
renewable for another 15-years
El Invierno and La Esperanza
On July
5, 2016, Cresud has sold “El Invierno” and “La
Esperanza” establishments of 2,615 hectares of agricultural
activity located in “Rancul,” province of La Pampa. The
total amount of the transaction was fixed at US$6 million, US$5
million of which have been paid while the remaining balance of US$1
million secured by a mortgage on the property will be paid in five
equal, consecutive, annual installments, with the last being due in
August 2021. The Company has recognized gains of Ps.71.6 million as
result of this transaction.
Cremaq
On June
10, 2015, Brasilagro sold the remaining area of 27,745 hectares of
Cremaq field, an establishment, located in the municipality of
Baixa Grande do Ribeiro (Piaui). The transaction price was R$270
million (equivalents to Ps.694 million), which has already been
fully cashed. During the year 2015, the Company recognized a profit
of Ps.525.9 million as result of this transaction.
Due to
a contractual condition not yet fulfilled on the transaction date,
related to obtaining a license for deforestation of an additional
area, part of such proceeds had not been accounted for yet. In
March 2017, the Company complied with such condition and recognized
a gain of Ps.21 million.
La Fon Fon II
On
October 17, 2013, Yuchán signed a purchase-sale agreement
involving a sale subject to retention of title involving 1,643
hectares of “La Fon Fon II" for an overall amount of US$7.21
million (equivalents to Ps.59 million). As of the balance sheet
date, the amount of US$7.1 million has been collected, and the
remaining balance amounts to US$0.12 million that will be cancelled
in 2 installments, starting in December this year, and concluding
in December 2017. Under the contract, the conveyance will be
recorded with the Registry once the price has been fully paid off.
On June 24, 2015, possession was granted by Yuchán. During the
year 2015 the Company recognized a profit before tax of US$2.7
million (equivalents to Ps.24.6 million) as result of this
transaction.
Cresca Spin-Off
On
October 5, 2016, Brasilagro and Carlos Casado entered into an
agreement whereby they agreed to offer for sale, for a term of 120
days, all of the real property owned by Cresca at a price of at
least US$120 million or 100% of the outstanding shares of Cresca or
divide Cresca’s properties. In the absence of offers to buy
shares and/or real property, the shareholders Carlos Casado and
Brasilagro started a corporate reorganization to divide the assets
among them. In this context, in December 2016, they entered into
several agreements that provided the terms that would govern the
transfer of personnel, movable property, real property and the
spin-off process. The parties also entered into a lease agreement
with the Palmeiras Company, whereby they granted the latter
possession over the real property. On June 8, 2017, the
Shareholders’ Meeting resolved the spin-off and amendment of
corporate bylaws, thus continuing with the spinoff
process.
As of
the date of this report, we have published certain public notices
required by law and the term established by applicable law for
objections is already running. The shareholders have agreed on the
method deemed to balance their corresponding contributions and
receivables in the joint venture, in order to distribute the
benefits as agreed.
Urban properties and investments business
Operation
Center in Argentina
Purchase Philips Building
On June
5, 2017, IRSA CP acquired the Philips Building located in Saavedra,
Autonomous City of Buenos Aires, next to the DOT Shopping Mall. The
building has a constructed area of 10,142 square meters and is
intended for office development and lease. The transaction was
priced at US$29 million, which was fully paid up as of June 30,
2017. Furthermore, the Company has entered into an agreement with
the seller, for the use of the building for a term of 7 months and
15 days, which is set to expire automatically on January 19,
2018.
Capital increase in Condor
In
January 2017, Condor issued 150,540 new warrants in favor of RES
with the right to one share each, at an exercise price of US$0.001
million per share, maturing in January 2019. The new warrants
replace the previous 3,750,000 warrants, which granted a right to
one share each, at an exercise price of US$1.92 million per share,
maturing on January 31, 2017. It should be noted that the new
warrants cannot be exercised should the interest in Condor exceed
49.5% as a result of the exercise. Additionally, the Company
exercised the conversion right of 3,245,156 series D preferred
shares (with a par value of US$10 each) held by RES, converting
them into 20,282,225 common shares of Condor (with a par value of
US$0.01 each), i.e., at the conversion price established of US$1.60
per share, which represents a total value of US$32.4 million.
Besides, it received 487,738 series E preferred shares that can be
converted into common shares at US$2.13 each as from February 28,
2019, and pay dividends on a quarterly basis at an annual rate of
6.25%. RES allocated the considerations paid among the different
identifiable net assets of Condor; as a result, it recognized a
higher value for property, plant and equipment, a lower value of
loans and goodwill in the amount of US$5.69, US$0.27 million and
US$6.37 million, respectively.
During
February, Condor’s Board of Directors approved a reverse
stock split, consisting of one common share for every 6.5 shares
issued and outstanding, which was carried out after the market
closing on March 15, 2017. The par value of the shares remained at
US$0.01 each, while the conversion price of Series E preferred
shares became US$13.845 per share and the exercise price of the
warrants became US$0.0065 million.
During
March 2017, Condor made a public offering of its shares, which
resulted in the issuance of 4,772,500 new shares (including 622,500
additional shares for the exercise of one call option granted to
the subscribers), at a price of US$10.50 each. The Company did not
take part in it.
As a
consequence of the events described above, as of June 30, 2017, the
Company held 3,314,453 common shares of Condor representing roughly
28.5% of the Condor’s share capital and voting rights. It
also held 487,738 series E preferred shares, 23,160 warrants and a
promissory note convertible into 97,269 common shares (at US$10.4
per share). The Board of Directors of Condor is formed by 4
directors of the company, 3 directors appointed by Stepstone Real
Estate and 2 independent directors. In addition, the voting power
held by the company in Condor amounts to 49%, thus keeping
significant influence.
BACS
The
Company, through Tyrus, entered into a purchase-sale agreement for
the subscription of shares of BACS, representing an interest of
6.125% in BACS. The transaction amounts to US$1.35 million. On
August 24, 2016 the operation was approved by the
BCRA.
The
Company, through IRSA, on June 17, 2015, subscribed Convertible
Notes, issued by BACS with an aggregate nominal value of Ps.100
million convertible into common stock of BACS. On June 21, 2016 we
notified BACS the exercise of the right to convert all of the
convertible notes and acquire common shares of BACS. On February 7,
2017, the BCRA approved such conversion, whereby IRSA acquired
25,313,251 shares of common stock of BACS. As a result, on June 30,
2017, the Company holds an interest of 37.72%.
Acquisition of equity interest in EHSA
On July
2016, the Company through IRSA Propiedades Comerciales acquired 20%
of EHSA shares, a company of which it already owned 50%, and 1.25%
of ENUSA. The amount paid for the acquisition was Ps.53 million. As
a result of this, the Company holds 70% of the share capital and
voting stock of EHSA. In addition, EHSA holds, both directly and
indirectly, 100% of the shares of OASA and 95% of the shares of
ENUSA. Furthermore, OASA holds 50% of the voting stock of LRSA, a
company that holds the rights to commercially operate the
emblematic “Predio Ferial de Palermo” in the City of
Buenos Aires, where the SRA holds the remaining 50%.
Acquisition of additional interest in Banco
Hipotecario
During
the year ended June 30, 2015, the Company acquired 3,289,029
additional shares of Banco Hipotecario in a total amount of
Ps.14.2, thus increasing its interest in such company from 29.77%
to 29.99%, without consideration of Treasury shares. During the
year ended June 30, 2016, the Company sold 1,115,165 shares of
Banco Hipotecario in a total amount of Ps.7.7 million, thus
increasing its interest to 29.91%, without considering treasury
shares.
Rigby
capital reduction
During
the fiscal year 2015, Rigby reduced its capital stock by
distributing among existing shareholders, proportionally to their
shareholdings, the net proceeds of the sale of the Madison
building. The total amount distributed was US$103.8 million, of
which the Company received US$77.4 million (US$26.5 million through
IRSA International and US$50.9 million through IMadison LLC) and
US$26.4 million were distributed to other shareholders. As a result
of such reduction, the Company has decided to reverse the
corresponding accumulated conversion difference on a pro rata
basis, which amounted to Ps.219 million. This reversal has
benn recognized in the “Other operating results, net”
in the statements of income.
Sale of units in Intercontinental Building
IRSA CP
sold 2,693 profitable square meters corresponding to three floors
of office and 24 parking lots in the Intercontinental Plaza
building to an unrelated third party, the Company still holds 3,876
square meters profitable of the building. The transaction price was
US$9 million, which has already been fully paid as of June 30,
2017.
Operation
Center in Israel
Sale of Adama
In
2011, Koor (100% owned by DIC) sold 60% of Adama’s shares to
China National Agrochemical Corporation (“ChemChina”)
and was also granted a non-recourse loan in the aggregate amount of
US$960 million, which was secured by the 40% of the shares held by
IDBD as of June 30, 2016.
On July
17, 2016, DIC accepted the offer by ChemChina to acquire 40% of
Adama’s shares currently held by Koor. In August 2016, Koor
and a subsidiary of ChemChina executed the corresponding agreement.
The price of the transaction included a payment in cash of US$230
million plus the total repayment of the non-recourse loan and its
interests, which had been granted to Koor by a Chinese bank. On
November 22, 2016, the transaction was closed and Koor received
cash in the amount of US$230 million. The interest in the results
of Adama and the finance costs related to the hybrid financial
instrument are classified as discontinued operations in the
Company’s Consolidated Statements of Income / (Operations) as
from July 17, 2016 on a retroactive basis. On June 30, 2017, the
Company recorded a gain on the sale of Ps.4,216
million.
Changes in interest in Shufersal
During
the fiscal year ended June 30, 2017, the Company – through
DIC and several transactions – increased its interest in
Shufersal capital stock by 7.7% upon payment of a net amount of
NIS235 million (equal to approximately Ps.935 million) and in March
2017, DIC sold 1.38% of Shufersal in an amount of NIS50 million
(equal to Ps.210 million as of that date). As of June 30, 2017, the
Company held, through DIC, an equity interest of 54.19% in
Shufersal.
Share-holding increase in DIC
On
September 23, 2016, Tyrus acquired 8,888,888 of DIC’s shares
from IDBD for a total amount of NIS100 million (equivalent to
Ps.401 million as of that date), which represent 8.8% of the
DIC’s outstanding shares at such date.
During
March 2017, IDBD exercised all of DIC’s Series 5 and 6
warrants for nearly NIS210 million (approximately equivalent to
Ps.882 million as of that date), thereby increasing its direct
interest in DIC to nearly 70% of such company’s share capital
as of that date and the Company's equity interest to 79.47%.
Subsequently, third parties not related to the Company, also
exercised their warrants, thus diluting the Company’s
interest in DIC to 77.25%.
Partial sale of equity interest in PBC
DIC
sold 12% of its equity interest in PBC for a total amount of NIS217
million (approximately equivalent to Ps.810 million); as a result,
DIC’s interest in PBC has declined to 64.4%.
Partial sale of equity interest in Gav Yam
On
December 5, 2016, PBC sold 280,873 shares of its subsidiary Gav-Yam
Land Corporation Ltd. for an amount of NIS391 million (equivalent
to Ps.1,616 million as of that date). As a result of this
transaction, the Company’s equity interest in Gav-Yam has
decreased to 55.06%.
Negotiations between Israir and Sun D’or
On June
30, 2017, IDB Tourism was at an advanced stage of negotiations with
Sun D’or International Airlines Ltd. (“Sun
D’or”), a subsidiary of El Al Israel Airlines Ltd.
(“El Al”), and on July 2, 2017 an agreement was signed,
which consists of:
●
Israir will sell
the aircraft it owns through a sale and lease back agreement for an
estimated value of US$70 million.
●
Israir will repay a
loan owed to IDB Tourism in the amount of US$18
million;
●
Following the
repayment of the loan and the sale of airplanes mentioned above,
IDB Tourism will receive un to US$45 million (which includes a loan
of up to US$8.8 million to be discharged through the distribution
of dividends of Sun D’ Or), plus a 25% of Sun D´Or
shares, with El Al holding a 75% of the shares of such
company;
●
The parties will
enter into a shareholder agreement that would give El Al a call
option (and a sale option to IDB Tourism) for the acquisition of
Sun D’Or’s shares in accordance with a price and terms
that will be established in due course.
As a
consequence of this agreement, the Company’s Financial
Statements as of June 30, 2017 present the investment in Israir as
assets and liabilities held for sale, and a loss of nearly NIS56
million (approximately equivalent to Ps.231 million as of December
31, 2016 when it was reclassified to discontinued operation), as a
result of measuring these net assets at the estimated recoverable
value. The transaction is subject to (i) approval by the Anti-Trust
Authority; (ii) Sun D´Or´s and Israir’s equity as
of December 31, 2017 may not be negative in their related Financial
Statements and Israir’s tangible equity should not be lower
than US$7 million; (iii) the validity and effectiveness of licenses
held by Israir as granted by the Civil Aviation Authority and
Transportation Ministry; (iv) the sale of the airplanes indicated
above; (v) the execution of collective bargaining agreements with
pilots, etc. The transaction is expected to close by the end of
2017.
Agreement for New Pharm acquisition
On
April 6, 2017, Shufersal entered into an agreement with Hamashbir
365 Holdings Ltd. (“the seller” or
“Hamashbir”) for the purchase of the shares of New
Pharm Drugstores Ltd. (“New Pharm”), representative of
100% of said company’s share capital, for an amount of NIS130
million (equivalent to Ps.611 million), payable upon execution of
the transaction, which is subject to fullfilment, inter alia, with
the following conditions:
●
Approval by the
Antitrust Authority. Should the approval not be obtained within the
3 months following the date the request is filed (extendable for
one additional month under certain circumstances), the agreement
will be automatically terminated, unless the parties agree on a
term extension.
●
The discharge and
termination of all the existing guarantees of New Pharm over the
liabilities of the companies Hamashbir’s Group, and the
discharge and invalidation of all the existing guarantees of the
companies Hamashbir’s Group over the liabilities of New
Pharm.
Upon
execution of the agreement, a non-competition clause will be
signed. As of the date of issuance of this annual report, none, any
of the conditions previously mentioned have yet been
fulfilled.
On
August 30, 2017, Shufersal and the seller agreed to extend the
approval of the Antitrust Authority until September 14, 2017 and
compliance with conditions precedent and delivery of Financial
Statements until September 30, 2017. On September 6, 2017, the
Antitrust Authority approved the merger between Shufersal and New
Pham subject to certain conditions.
After
the approval of the Antitrust Authority, on September 28, 2017, the
parties signed an addendum to the agreement which states that nine
New Pharm stores will be sold to a third party and a Shufersal
store to another. The consideration for the sale of New Pharm
stores will be received by New Pharm prior to the merger, which
will change the purchase price of the transaction but not
significantly. The last date to sign the purchase agreement was
stipulated to be on November 30, 2017 and the execution date on
December 31, 2017.
IDBD
a)
Acquisition of Control
On May
2014, the Company, acting indirectly through Dolphin, acquired
jointly with ETH an aggregate number of 106.6 million common shares
in IDBD, representing 53.30% of its stock capital, within the debt
restructuring process of IDBH, IDBD’s parent company, with
its creditors (the “Arrangement”). Under the terms of
the agreement entered into, Dolphin acquired a 50% interest in this
investment, and ETH acquired the remaining 50% and both entities
entered into a shareholders' agreement. The total initial
investment amount was NIS950 million, equivalent to approximately
US$272 million at the exchange rate prevailing on that date. On May
2015, ETH launched the BMBY mechanism provided in the
Shareholders’ Agreement, clause, which establishes that each
party of 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. In June 2015, Dolphin gave
notice to ETH of its intention to buy all the shares of IDBD held
by ETH.
After
certain aspects of the offer were resolved through an arbitration
process brought by the parties, on September 24, 2015, the
competent arbitrator resolved that: (i) Dolphin and IFISA were
entitled to buy the shares pursuant to the BMBY process, and
consequently; (ii) the buyer might fulfilled all of the commitments
included in the seller’s Arrangement, including the
commitment to carry out Tender Offers; (iii) the buyer might
pledged in favor of the Arrangement Trustees the shares that seller
had pledged to them. Notwithstanding the foregoing, there is an
arbitration process going on between Dolphin and ETH in relation to
certain issues connected to the acquisition of control of
IDBD.
On
October 11, 2015, the BMBY process concluded, and IFISA acquired
all IDBD’s shares of stock held by ETH (92,665,925 shares) at
a price equal to NIS 1.64 per share. Consequently, the
Shareholders’ Agreement ceased and members of IDBD’s
Board of Directors representing ETH submitted their irrevocable
resignation to the Board. Subsequently, Dolphin appointed new
members to the Board. Additionally, on the same date, Dolphin
pledged the additional shares acquired.
Later
on, following the exercise of the BMBY, Dolphin entered into an
option agreement with IFISA that grants Dolphin the right, but not
the obligation, to acquire the shares in IDBD which IFISA had
acquired in the BMBY process, at a price of NIS 1.64 per share plus
an annual interest rate of 8.5%. The option may be exercised within
two years counted from the execution date. Additionally, Dolphin is
entitled to a first refusal right in case that IFISA agrees to sell
these shares to a third party. The option has no value as of June
30, 2017.
As a
consequence, the Company gained control of IDBD and started to
consolidate Financial Statements as from that date. The following
chart shows the consideration, the fair value of the acquired
assets, the assumed liabilities and the non-controlling interest as
of the acquisition date.
|
|
|
|
Fair value of the
interest in IDBD’s equity held before the business
combination and warrants
|
1,416
|
Total
consideration
|
1,416
|
|
|
Fair
value of identifiable assets and assumed liabilities:
|
|
Investment
properties
|
29,586
|
Property, plant and
equipment
|
15,104
|
Intangible
assets
|
6,603
|
Joint ventures and
investment in associates
|
9,268
|
Financial assets
and other assets held for sale
|
5,129
|
Trading
properties
|
2,656
|
Inventories
|
1,919
|
Income tax
credit
|
91
|
Trade and other
receivables
|
9,713
|
Investment in
financial assets
|
5,824
|
Cash and cash
equivalents
|
9,193
|
Deferred income
tax
|
(4,681)
|
Provisions
|
(969)
|
Borrowings
|
(60,306)
|
Derivative
financial instruments, net
|
(54)
|
Income
tax
|
(267)
|
Employee
benefits
|
(405)
|
Trade and other
payables
|
(19,749)
|
Total
net identifiable assets
|
8,655
|
Non-controlling
interest
|
(8,630)
|
Goodwill
|
1,391
|
Total
|
1,416
|
The
fair value of the investment properties was assessed by qualified
independent appraisers. As of the acquisition date, the Company
estimates that the recognized assets are recoverable. The value of
the non-controlling interest in IDBD has been determined on a
proportional basis to the fair value of net acquired assets the
fair value of warrants.
Following
the control of IDBD, the cumulative currency translation
accumulated in equity from the interest held in IDBD before the
business combination in the amount of Ps.143 million was recognized
in the Income Statement. This result was disclosed under
“Other operating results, net” line in the Income
Statement.
The
income IDBD has generated since October 11, 2015 and that have been
disclosed in the Consolidated Income Statement amounts to Ps.28,229
million. IDBD has also incurred in a net loss of Ps.(1,643) million
during said period. If IDBD had been consolidated since July 1,
2015, the Company’s Consolidated Income Statement would have
shown pro-forma revenues of Ps.49,637 million and pro-forma net
loss of Ps.1,651 million.
b)
Acquisition of non-controlling interest
Dolphin
was required to carry out the first tranche of tender offers in
December 2015. Before expiration of such first tranche, Dolphin and
the agreement trustees (the “Trustees”) entered into an
extension agreement (the “Extension Agreement”), which
was subsequently replaced by the final agreement which was approved
by approximately 95% of the non-controlling shareholders of IDBD
(excluding IFISA), by warrant holders of IDBD on March 2, 2016 and
by the competent court on March 10, 2016. The major amendments to
the Agreement were:
(i)
Replacement of the
obligation to conduct tender offers, Dolphin acquired all the
shares outstanding on March 29, 2016 from non-controlling
shareholders of IDBD (except for those held by IFISA) on March 31,
2016. The price paid for each IDBD share held by non-controlling
shareholders was NIS1.25 per share in cash plus NIS1.20 per share
in bonds of the IDBD Series 9 (the “IDBD Bonds”), which
IDBD will issue directly to non-controlling shareholders and
holders of warrants. Additionally, Dolphin undertook to pay NIS1.05
per share (subject to adjustments) in cash should Dolphin, either
directly or indirectly, gain control of Clal (more than 30% voting
interest), or else if IDBD sells a controlling shareholding in Clal
(more than 30% to a third party) under certain parameters (the
“payment by Clal”), which refers mainly to Clal’s
sale price (at a price which exceeds 75% of its book value upon
execution of the sale agreement, subject to adjustments) and, under
certain circumstances, the proportion of Clal shares sold by IDBD.
The obligation to make such contingent payment will only expire if
the sale of a controlling interest is completed (more than 30% to a
third party), or if Dolphin obtains the control permission from
Clal.
(ii)
The warrants held
by non-controlling shareholders that had not been exercised until
March 28, 2016 expired on March 31, 2016. Each warrant holder was
entitled to elect whether: (a) to receive IDBD bonds (based on the
adjusted nominal value) in an amount equal to the difference
between NIS2.45 per share and the exercise price of the warrants
and to receive a payment from Clal; or (b) to receive a payment
determined by an independent appraiser.
(iii)
Dolphin granted
IDBD a total of NIS515 million through several subordinated loans,
for a total amount of NIS348.5 million, in addition to the issuance
of IDBD Bonds in the amount of NIS166.8 million, which were used to
comply with the liabilities mentioned in (ii). The subordinated
loans have the following features: (a) they are subordinated, even
in the case of insolvency, to all current or future debts of IDBD;
(b) will be reimbursed after payment of all the debts to their
creditors; (c) accrue interest at a rate of 0.5%, which will be
added to the amount of the debt and will be payable only on the
date the subordinated debt is amortized; (d) Dolphin will not have
a right to participate or vote in the meetings with IDBD creditors
with respect to the subordinated debt; (e) as from January 1, 2016,
Dolphin has the right, at its own discretion, to convert the debt
balance into IDBD shares, that time, whether wholly or partially,
including the interest accrued over the debt until that date
(subject to the limit set forth in (iv) below); (f) should
Dolphinopt to exercise the conversion, the debt balance will be
converted so that Dolphin will receive IDBD shares according to a
share price that will be 10% less than the average price of the
last 30 days prior to the date the conversion option is exercised.
In the event there is no market price per share, this will be
determined in accordance with an average of three valuations made
by external or independent experts, who shall be determined it by
mutual consent and, in the event of a lack of consent, they will be
set by the President of the Institute of Certified Public
Accountants in Israel.
(iv)
Dolphin pledged
IDBD’s shares representing 28% of IDBD's capital stock, as
well as all rights in relation to the subordinated loan granted in
the amount of NIS210 million in December 2015, until the payment
obligation to Clal has been completed or has expired, after which
the pledge will be discharged. Should new shares be issued by IDBD,
Dolphin will have to pledge additional shares until completing the
28% of all IDBD share capital. This pledge replaces the
pre-existing pledge.
(v)
Dolphin agreed not
to exercise its right to convert the subordinated loans into shares
of IDBD until the pledge described above has been
released.
As of
the consolidated balance sheet date, the only outstanding payment
is that owed to Clal, provided the described conditions are met.
Besides, Dolphin is bound to exercise the warrants in the event the
following conditions occur jointly: (i) an agreement is reached to
renegotiate the debt covenants of IDBD and its subsidiaries and
(ii) Clal is taken over. Should both situations take place, the
obligation would amount to NIS391 million. The warrants mature on
February 10, 2018.
The
transaction described above represented the acquisition of an
additional interest of 19.28% in IDBD for a total amount of
Ps.1,249 million. This resulted in an increase in non-controlling
interest of Ps.346 million and an increase in equity attributable
to owners of the parent of Ps.234 million. As of June 30, 2017,
IRSA’s indirect interest in IDBD was 68.28% without
considering dilution.
Capital Expenditures
Our
capital expenditures totaled Ps.6,629 million, Ps.2,483 million and
Ps.517 million for the fiscal years ended on June 30, 2017, 2016
and 2015, including other property and equipment acquired in
business combinations. Our capital expenditures consisted in the
purchase of real estate and farms, acquisition and improvement of
productive agricultural assets, communication networks, completion
of building a shopping mall, construction of real estate and
acquisition of land reserves.
Our
capital expenditures for the new fiscal year will depend on the
prices of real estate, land for agriculture and cattle as well as
the evolution of commodity prices.
Fiscal Year Ended June 30, 2017
During
the fiscal year ended June 30, 2017, we invested Ps.5,482 million
(without considering Ps.1,712 million related to addition of assets
due to business combination), mainly as follows: (a) acquisitions
and improvements of property, plant and equipment of Ps.2,751
million, primarily i) Ps.737 million in buildings and facilities,
mainly in supermarkets in Israel, ii) Ps.711 million in
communication networks, and iii) Ps.634 million in machinery and
equipment; (b) improvements in our rental properties of Ps.1,204
million, primarily in our operation center in Argentina’s
shopping centers; and (c) the development of properties for
Ps.1,592 million, mainly in our operation center in
Israel.
In
addition, our main investments in the agriculture business during
the fiscal year 2017 were Ps.1,024 million, mainly due (a)
acquisition and development of owner occupied farmland for Ps.731
million (including Ps.652 million of subsidiary Brasilagro); (b)
Ps.183 million in bearer plant; (c) Ps.55 million in other
furniture and fixtures; (d) Ps.35 million in machinery and
equipment; (e) Ps.13 million in vehicles; (f) Ps.1 million in other
building and facilities; and (g) suppliers advances for proprieties
acquisitions for Ps.6 million.
Fiscal Year Ended June 30, 2016
During
the fiscal year ended June 30, 2016, we invested Ps.2,369 million
(without considering Ps.44,690 million related to addition of
assets due to the business combination with IDBD), corresponding
Ps.35 to discontinued operations and Ps.2,334 to continuing
operations, as follows: (a) acquisitions and improvements of
property, plant and equipment of Ps.1,172 million, primarily i)
Ps.379 million in buildings and facilities, mainly in supermarkets
in Israel, ii) Ps.310 million in communication networks, and iii)
Ps.291 million in machinery and equipment; (b) improvements in our
rental properties of Ps.260 million, primarily in our operation
center in Argentina’s shopping malls; and (c) the development
of properties for Ps.919 million, mainly in our operation center in
Israel.
In
addition, our main investments in the agriculture business during
the fiscal year 2016 were Ps.114 million, mainly due (a)
acquisition and development of owner occupied farmland for Ps.65
million (including Ps.37 million of subsidiary Brasilagro), (b)
Ps.7 million in machinery and equipment, (c) Ps.3 million in
vehicles, (d) Ps.14 million in other building and facilities and,
(e) Ps.25 million in bearer plants.
Fiscal Year Ended June 30, 2015
During
the fiscal year ended June 30, 2015, we invested Ps.532 million, as
follows: (a) improvements at our Sheraton Libertador,
Intercontinental and Llao Llao hotels (Ps.1.2 million, Ps.9 million
and Ps.4.5 million, respectively), (b) Ps.14 million allocated to
advances for the acquisition of investments in general, (c) Ps.35
million related to the acquisition of furniture and fixtures,
machinery, equipment, and facilities, (d) Ps.186.5 million related
to the development of properties, of which Ps.1.5 million are
related to Distrito Arcos and Ps.185 million are related to Alto
Comahue, (e) Ps.60.4 million related to improvements in our
shopping malls, (f) Ps.5.6 million related to improvements to our
offices and other rental properties, (g) Ps.214.6 million related
to the acquisition of “La Adela,” (h) Ps.1.6 million
related to the acquisition of land reserves.
In
addition, our main investments in the agriculture business during
the fiscal year 2015 were Ps.199 million, mainly due (a)
acquisition and development of owner occupied farmland for Ps.153
million (including Ps.98 million of subsidiary Brasilagro), (b)
Ps.8 million in investment properties, (c) Ps.5 million in
machinery and equipment, (d) Ps.5 million in vehicles, (e) Ps.9
million in other building and facilities, (f) Ps.1 million in
furniture and fixtures and (g) Ps.18 million in bearer
plants.
Recent Developments
Cresud’s Recent Developments
Selling of “La Esmeralda”
farmland, Department of Nueve de Julio, province of Santa Fe,
Argentina.
On July
21, 2017, we signed a sale agreement with a third party not related
for the sale of the entire “La Esmeralda” farmland
consisting of 9,352 hectares of agricultural and livestock activity
located in the Department of Nueve de Julio, Province of Santa Fe,
Argentina.The total amount of the transaction was set at US$19
million (US$ / ha 2,031). US$4 million have been paid to date, US$3
million with the deed and the possession in June 2018 and the
remaining balance, secured by a mortgage on the property, in 4
equal and consecutive installments ending in april 2022, which will
accrue 4% per annum on balances.
Subscription of addendum to management Agreement
On
September 8, 2017, the Company has subscribed an addendum to the
consulting Agreement with Consultores Assets Management S.A., by
which certain adjustments are made to the scope of the Agreement
due to the expansion of Cresuds’ business.
Annual Shareholders’ Meeting
Our
annual shareholders’ meeting has been called for October 31,
2017, in order to consider, among others, the following agenda: (i)
consideration of documents contemplated in section 234, paragraph
1, of the Argentine Companies Law No. 19,550 for the fiscal year
ended June 30, 2017; (ii) consideration of the destination of the
result of the fiscal year ended June 30, 2017 which resulted in a
gain for the amount of Ps.1,796,340,361. Consideration of the
constitution of legal reserve for the amount of Ps.30,177,781.
Consideration of the payment of a cash dividend for up to the
amount of Ps.395,000,000; (iii) consideration of Board of
Directors’ performance; (iv) consideration of Supervisory
Committee’s performance; (v) consideration of compensation
payable to the Board of Directors for Ps.59,981,163 (total
compensation) for the fiscal year ended June 30, 2017; (vi)
consideration of compensation payable to the Supervisory Committee
for Ps.600,000 for the fiscal year ended June 30, 2017; (vii)
consideration of the appointment of Regular Directors and Alternate
Directors, as applicable; (viii) appointment of Regular and
Alternate Members of the Supervisory Committee; (ix) consideration
of compensation payable to the Certifying Accountant for the fiscal
year ended June 30, 2017 for the amount of Ps.4.983.578; (x)
treatment of amounts paid as personal assets tax levied on the
shareholders; (xi) consideration of the prorogation of the global
note program, for up to US$300,000,000 currently in force in
accordance with approval of the shareholders' meeting dated October
31, 2012; (xii) ratification of the approval of the extension of
the maximum amount of the global note program for an additional
amount of US$200,000,000 in accordance with the approved by the
shareholders assembly dated October 30, 2015; (xiii) consideration
of the delegation to the Board of Directors of the broadest powers
to implement the gobal note program prorogation; consideration of
the renewal of the delegation to the Board of Directors of the
broadest powers to implement the extension of the program amount
and / or its reduction and also to establish the time and currency
of issuance, and other terms and conditions of the issuance of
notes under the global note program.
IRSA’s Recent Developments
Operations Center in Argentina
Selling of IRSA CP’ ADSs
On
October 27, 2017, the Company reported that it has completed the
sale in the secondary market of 2,560,000 ADSs of IRSA CP, each
representing four common shares. The ADSs were exclusively offered
and sold outside Argentina. J.P. Morgan served as underwriter for
the offering. IRSA holds, after the executed transaction, a 86.5%
equity interest in IRSA PC. The proceeds from such offering
will be used for funding current or new investment projects, the
payment of dividends, for working capital or repayment of
indebtedness, among others.
Metropolitan’s debt refinancing
On October 23, 2017,
Metropolitan has extended the term of
a non-recurse loan until April 30, 2020 for the amount of US$53.1
million as a result of having canceled US$40 million in cash, of
which we have contributed US$20 million, and of having received an
additional haircut of US$20 million from the lender bank. In the
context of this renegotiation, the interest rate of the loan has
been reduced from Libor plus 4% to Libor plus
2%.
Shareholders’ Meeting
IRSA’s
2017 annual shareholders
meeting has been called for October 31, 2017, in order to consider,
among others:
●
Treatment and allocation of net income for the fiscal year ended
June 30, 2017;
●
Payment of a cash
dividend for up to Ps.1,400 million.
●
Consideration of appointment of regular and alternate directors due
to expiration of term;
●
Creation of a new
Global Note Program for the issuance of simple, non-convertible
notes, secured or not, or guaranteed by third parties, for a
maximum outstanding amount of up to US$350,000,000 (three hundred
and fifty million US dollars) (or its equivalent in any other
currency) pursuant to the provisions set forth in the Negotiable
Obligations Law No. 23,576, as amended and supplemented (the
“program”) due to the expiration of the program
currently in force.
●
Consideration of
(i) delegation to the board of directors of the broadest powers to
determine all the program’s terms and conditions not
expressly approved by the shareholders’ meeting as well as
the time, amount, term, placement method and further terms and
conditions of the various series and/or tranches of notes issued
thereunder; (ii) authorization for the board of directors to (a)
approve, execute, grant and/or deliver any agreement, contract,
document, instrument and/or security related to the creation of the
program and/or the issuance of the various series and/or tranches
of notes thereunder; (b) apply for and secure authorization by the
Argentine Securities Commission to carry out the public offering of
such notes; (c) as applicable, apply for and secure before any
authorized securities market of Argentina and/or abroad the
authorization for listing and trading such notes; and (d) carry out
any proceedings, actions, filings and/or applications related to
the creation of the program and/or the issuance of the various
series and/or tranches of notes under the program; and (iii)
authorization for the board of directors to sub-delegate the powers
and authorizations referred to in items (i) and (ii) above to one
or more of its members.
●
Treatment of
amounts paid as personal asset tax levied on the
shareholders.
Issue of Series IV Notes
On
September 12, 2017, IRSA CP issued the Series IV Notes, for
US$140,000,000, bearing a fixed interest rate of 5.00%, which
matures on September 14, 2019.
Acquisition Exhibition and Convention Center
On
August 4, 2017, IRSA subscribed a concession agreement for the
“Exhibition and Convention Center of the City of Buenos
Aires,” which was awarded by public auction on July 24, 2017
to a joint venture (Unión Transitoria de Empresa) named
“LA RURAL SA - OFC SRL - OGDEN ARGENTINA SA - ENTERPRISE
UNIVERSAL SA UNION TRANSITORIA” (the “Joint
Venture”). The concession is for the term of 15 years. IRSA
owns 70% of EHSA and Diego Finkelstein is the other shareholder
with 30% interest. IRSA indirectly holds a 54.25% interest in the
Joint Venture. The Exhibition and Convention Center has
approximately 22,800 square meters of surface area and can
accommodate approximately 5,000 people, with an auditorium plenary
room and an auxiliary room, offices and conference center. It
consists of three underground levels along an area that sits
between the Law School of the University Buenos Aires and Park
Thays.
Investment in TGLT S.A.
On
August 1, 2017, IRSA acquired 22,225,000 Subordinated Notes
Convertible into shares of TGLT S.A. (“TGLT”) for
US$22,225,000 (US$1 Nominal Value) due 2027. As a consecuence of
this acquisition and in the event of the exercise of the right of
conversion by all the holders, IRSA’s holding on TGLT would
increase to 13.80%.
Suspention notice
On July
21, 2017, IRSA CP announced that it would not proceed with the
announced proposed global offering of 14,000,000 of newly issued
common shares and an additional of 14,000,000 shares owned by
IRSA.
Sale of BAICOM land reserve
On July
19, 2017, IRSA, acting through a subsidiary, sold to an unrelated
third party a land reserve of approximately 6,905 sqm located at
Av. P. Ramón Castillo, at the corner of Av. Antártida
Argentina, in the neighborhood of Retiro, City of Buenos Aires.
This land reserve was owned by BAICOM Networks S.A.
(“Baicom”), a company in which IRSA held an indirect
controlling interest of 50%.
The
transaction amount was US$14,000,000 (US$7 million corresponding to
IRSA), and as of the date of this report it has been fully
paid.
Operations Center in
Israel
Non-binding Offer for Clal
On
September 2017, IDBD’s Board of Directors approved IDBD
engagement with a non-binding offer with Huabang Financial Holdings
Limited to acquire its entire equity interest in Clal, representing
44.9% of its stock capital.
The
amount payable will be equivalent to Clal’s
shareholders’ equity as reflected in its Financial Statements
on the transaction’s closing date. As of June 2017, such
amount was approximately NIS 4,880 million.
The
transaction is subject to a due diligence process, to be conducted
by the purchaser for a term of 60 days after the execution of the
memorandum of understanding, and the execution of a binding
agreement among the parties, among other requirements.
Moreover,
the consummation of the transaction is subject to the approval of
Israel’s Capital Market, Insurance and Savings Commission
reporting to the Israeli Ministry of Finance.
Transaction for the Purchase of IDBD’s shares in DIC by
Dolphin
On
August 2017, under the scope of the Concentration Law, Dolphin made
a non-binding offer to purchase, all the shares held by IDBD in
DIC. On September 2017, IDBD announced that following the
negotiations of DIC’s independent board committee the
non-binder offer was signed, according to which, IDBD would sell
all the shares in DIC, at a price of NIS 16.6 per share (and in
total of NIS 1.77 billion in respect of all the shares which will
be sold) by means of a debenture that will be issued by the
purchaser to IDBD.
IRSA
cannot assure that the parties will execute or perform any binding
agreement. The offer is subject to the parties’ execution of
the final agreements (which is subject to further negotiations)
until Novermber 16, 2017 as well as the approval of the transaction
by the Companies’ corporate bodies and the fulfillment of
additional conditional terms by December 10, 2017. This transaction
could significantly extend over time or could fail to be
consummated or be consummated under different terms, as it must be
approved by IDBD’s corporate bodies and other entities, which
could withhold their consent.
Sale of the entire issued and paid-up share capital between Israir
(subsidiary of IDB Tourism) and Sun D’or
On July
2017, IDB, IDB Tourism and Israir entered into an agreement with El
Al and Sun Dor in an agreement to sell the entire issued and
paid-up share capital of Israir to Sun D’or. For more
information, see “Significant acquisitions, dispositions, and
developments – Negotiations between Israir and Sun
D’or.”
Bond Issues
On July
2017, IDBD issued debentures (Series N) for a total gross
consideration of approximately NIS 642 million, secured by a lien
on the shares of DIC and the interest rate shall be 5.30%, subject
to compliance with the financial covenants. The debentures shall
mature on 2022.
On
October 2017, Gav Yam issued debentures (Series H) for a total
gross consideration of approximately NIS 423 million. The
debentures shall accrue interest of 2.55% per annum and shall
mature on 2034.
Update of rating of DIC’s debentures
On
August 2017, Standard & Poor’s Maalot Ltd. updated the
forecast of the rating of DIC’s debentures from BBB with a
stable outlook for BBB with a positive outlook. In addition, on
September 2017 and in connection with the DIC’s trade in
offer, as aforesaid, Standard & Poor’s Maalot Ltd.
granted ilBBB rating to the issue of debentures of up to NIS 2
billion.
DIC’s second tranche
dividend to IDBD
On
September 2017 IDB received its share in the second tranche of the
dividend in the amount of NIS 128 million.
DIC’s trade in
offer
On
September 28, 2017 DIC made a partial exchange offer to the holders
of DIC’s series F bonds, in return for DIC’s series J
bonds (a new series).
DIC’s
series J bonds has terms that are materially different from the
series F, so this will be treated in accordance with international
accounting rules as the repayment of the existing original
financial undertaking and the recognition of a new financial
undertaking at fair value
As a
result of this exchange, DIC registered a loss for the difference
between the cancellation and the value of the new debt, in the
approximate amount of NIS 459 million (approximately PS. 2,228 at
the date of the exchange).
Tax to be paid by PBC
On July
2017, PBC published on the TASE that on July 2017 PBC received tax
assessments for the 2012 to 2015 tax years from the Tax Authority,
according to which the company is required to pay a tax in the
total amount of NIS 172 million (NIS 187 million including linkage
differentials and interest as per the date of the report), as a
result of the failure to allow the offsetting of losses. PBC
intends to appeal those assessments.
Cellcom’s non payment
of dividends
On
August 2017, Cellcom’s Board of Directors decided not to
declare a cash dividend for the second quarter of 2017. In making
its decision, the board of directors considered the Cellcom’s
dividend policy and business status and decided not to distribute a
dividend at this time, given the intensified competition and its
adverse effect on Cellcom’s results of operations, and in
order to strengthen Cellcom’s balance sheet.
Licences to Modi’in
Energy - Limited Partnership
On
August 2017, Modi’in Energy - Limited Partnership
(“Modi’in”) reported that at the operating
committee meeting of the joint venture regarding the license area
391 / “Daniel East” and license 392 / “Daniel
West” (together, the “Licenses”), that the
Licenses operator recommended the partners of the joint venture to
return all the rights in the Licenses to Israel. With that in mind,
the general partner in Modi’in decided to return all the
participation rights of Modi’in In the licenses to Israel and
instructed the management of the General Partner to act
accordingly.
Bonds (Series 14 – Use of dividend Funds)
IDBD
announced on September 27, 2017, further to the announcement of
DIC, dated August 28, 2017 that, regarding a dividend distribution
to its shareholders (payment of the dividend’s second
tranch), and in accordance with the provisions of the deed of trust
for the Company’s bonds (Series 14), the interest payment to
the bondholders which was scheduled for October 1, 2017 (and whose
effective date was September 24, 2017), in the amount of NIS 5.98
million was paid out of the dividend funds wich were received in
the trust account of the trustee for the bondholders. It is noted
that the total sum of the dividend funds which were received in the
trust account is NIS 74.44 million.
Agreement for the acquisition of New Pharm
On
April 2017, Shufersal entered into an agreement for the purchase of
New Pharm. See “Significant acquisitions, dispositions, and
developments – Agreement for New Pharma.”
B. BUSINESS OVERVIEW
General
We are
a leading Latin American agricultural company engaged in the
production of basic agricultural commodities with a growing
presence in the agricultural sector of Brazil, through our
investment in Brasilagro, as well as in other Latin American
countries. We are currently involved in several farming activities
including grains and sugarcane production, cattle raising and milk
production. Our business model focuses on the acquisition,
development and exploitation of agricultural properties having
attractive prospects for agricultural production and/or value
appreciation and the selective sale of such properties where
appreciation has been realized. In addition, we lease land to third
parties and perform agency and agro-industrial services, including
a meat packing plant. Our shares are listed on Bolsas y Mercados
Argentinos (“ByMA”) and the NASDAQ.
We are
also directly and indirectly engaged in the real estate business
through our subsidiary IRSA and its subsidiaries and joint
ventures, one of Argentina’s leading real estate companies.
IRSA is engaged in the development, acquisition and operation of
shopping malls, premium offices, and luxury hotels in Argentina, as
well as the sales and development properties. Also, IRSA has
international investments, both in the United States in relation to
the lease of office buildings and hotels in that country, and in
Israel, through IDBD, one of the largest and most diversified
investment groups of Israel, which, participates in numerous
markets and industry sectors, including real estate, retail,
agroindustry, insurance, telecommunications, among others.
IRSA’s shares are listed on the ByMA and the NYSE. We own
63.76% of the outstanding common shares of IRSA and a majority of
our directors are also directors of IRSA.
During
fiscal years ended June 30, 2017, 2016 and 2015, we had
consolidated revenues of Ps.77,918 million, Ps.34,232 and Ps.5,652
million, and consolidated profit from operation, before financing
and taxation, of Ps.10,097 million, Ps.20,631 million and Ps.4,929
million, respectively. During the fiscal years ended June 30, 2016
and June 30, 2017, our total consolidated assets increased 20.9%
from Ps.199,651 million to Ps.241,446 million, and our consolidated
shareholders’ equity increased 32.2% from Ps.37,200 million
to Ps.49,173 million.
Following
the consolidation of IDBD with our subsidiary IRSA, we decided to
report our operations based on our main business lines:
“Agricultural Business” and “Urban Properties and
Investments Business” derived from our subsidiary IRSA, which
is in turn subdivided into two operations centers:
“Argentina” (including the businesses in Argentina and
the international investments in the Lipstick Building in New York
and the Condor Hospitality Trust hotel REIT) and
“Israel” (including IDBD).
In
fiscal year 2017, the CODM reviews certain corporate expenses
associated to all of the agribusiness segments on an aggregate and
separate basis, and such expenses have been accounted for under
Other Segments and Corporate Activities. As of June 2016 and 2015,
the segment information has been modified for comparability
purposes with the current fiscal year.
In
previous and current year, the Company has changed the presentation
of the agricultural business segments which are reviewed by the
CODM for a better alignment with the current business vision and
the metrics used to such end. Five operating segments (crops,
cattle, dairy, sugarcane and agricultural rental and services) have
been aggregated into a single operating segment named
“Agricultural production”. Management consider for the
aggregation the nature of the production processes (growing of
biological assets), the methods used to distribute their products
and the nature of the regulatory environment (agricultural
business).
Our
Agricultural business is further comprised of three reportable
segments:
●
|
The
“Agricultural production” segment consists of planting,
harvesting and sale of crops as wheat, corn, soybeans, cotton and
sunflowers; breeding, purchasing and/or fattening of free-range
cattle for sale to slaughterhouses and local livestock auction
markets; breeding and/or purchasing dairy cows for the production
of raw milk for sale to local milk and milk-related products
producers; agricultural services; leasing of the Company's farms to
third parties; and
planting, harvesting and sale of sugarcane. Our Agricultural
production segment had assets of Ps.6,660 million and Ps.4,914
million as of June 30, 2017 and 2016, respectively, representing
95% and 96% of our agricultural business assets at such dates,
respectively. Our Agricultural production segment generated loss
from operations of Ps.85 million, profit from operations of Ps.413
million and loss from operations of Ps.132 million for fiscal years
ended June 30, 2017, 2016 and 2015, respectively, representing
(22%), 124% and (27%), of our consolidated profit from operations,
from Agricultural Business for such years,
respectively
The
segment “agricultural production” aggregate the crops,
cattle, dairy, sugarcane and agricultural rental and services
activities:
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●
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Our
“Crops” activity consists of planting, harvesting and
sale of crops as wheat, corn, soybeans, cotton, and sunflowers. The
Company is focused on the long-term performance of the land and
seeks to maximize the use of the land through crop rotation; the
use of technology and techniques. In this way, the type and
quantity of harvested crops change in each agricultural campaign.
Our Crops activity had assets of Ps.3,742 million and Ps.3,080
million as of June 30, 2017 and 2016, respectively, representing
53% and 60% of our agricultural business assets at such dates,
respectively. Our Crops activity generated loss from operations of
Ps.200 million, profit from operation of Ps.199 million, and loss
from operations of Ps.243 million for fiscal years ended June 30,
2017, 2016 and 2015, respectively, representing (51%), 60% and
(50%), of our consolidated profit from operations from Agricultural
Business for such years, respectively.
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Our
“Cattle” activity consists of breeding, purchasing
and/or fattening of free-range cattle for sale to meat processors
and local livestock auction markets. Our Cattle activity had assets
of Ps.1,281 million and Ps.870 million as of June 30, 2017 and
2016, respectively, representing 18% and 17% of our agricultural
business assets at such dates, respectively. Our Cattle activity
generated profit from operations of Ps.63 million, Ps.121 million
and Ps.49 million for fiscal years ended June 30, 2017, 2016 and
2015 respectively, representing 16%, 36% and 10%, of our
consolidated profit from operations from Agricultural Business for
such years, respectively.
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Our
“Dairy” activity consists of breeding and/or purchasing
dairy cows for the production of raw milk for sale to local milk
and milk-related products producers. Our Dairy activity had assets
of Ps.71 million and Ps.87 million as of June 30, 2017 and 2016,
respectively, representing 1% and 2% of our agricultural business
assets at such dates, respectively. Our Dairy activity generated
loss from operation of Ps.6 million and Ps.4 million, for fiscal
years ended June 30, 2017 and 2016, representing (2%) and (1%), of
our consolidated profit from operations from Agricultural Business
for such years, respectively; and profit from operations of Ps.6
million for fiscal year ended June 30, 2015, representing 1% of our
consolidated profit from operations from Agricultural Business for
such year.
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●
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Our
“Sugarcane” activity consists of planting, harvesting
and sale of sugarcane. Our Sugarcane activity had assets of
Ps.1,185 million and Ps.759 million as of June 30, 2017 and 2016,
respectively, representing 17% and 15% of our agricultural business
assets at such dates, respectively. Our Sugarcane activity
generated loss from operations of Ps.44 million for the fiscal year
ended June 30, 2017, representing (11%) of our consolidated profit
from operations from Agricultural Business for such year and profit
from operations of Ps.47 million and Ps.12 million for fiscal years
ended June 30, 2016 and 2015, respectively, representing 14% and
2%, of our consolidated profit from operations from Agricultural
Business for such years.
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●
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Our
“Agricultural rentals and Services” activity consists
of agricultural services (for example: irrigation) and leasing of
the Company’s farms to third parties. Our Agricultural
Rentals and Services activity had assets of Ps.381 million and
Ps.118 million as of June 30, 2017 and 2016, respectively,
representing 5% and 2% of our agricultural business assets at such
dates, respectively. Our Agricultural Rentals and Services activity
generated profit from operations of Ps.102 million, Ps.50 million
and Ps.44 million for fiscal years ended June 30, 2017, 2016 and
2015, respectively, representing 26%, 15% and 9% of our profit from
operations from Agricultural Business for such years.
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●
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Our
“Land transformation and Sales” segment comprises gains
from the disposal and development of farmlands activities. Our Land
Transformation and Sales segment had assets of Ps.12 million and
Ps.18 million as of June 30, 2017 and 2016, respectively,
representing 0% and 0% of our agricultural business assets at such
dates, respectively. Our Land Transformation and Sales segment
generated profit from operations of Ps.589 million, Ps.10 million
and Ps.665 million for fiscal years ended June 30, 2017, 2016 and
2015, respectively, representing 151%, 3% and 137% of our profit
from operations from Agricultural Business for such
years.
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●
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The
“Other segments and corporate” activity includes,
principally, feedlot farming, slaughtering and processing in the
meat refrigeration plant; and brokerage activities, among others.
Our Others segment and corporate activity had assets of Ps.341
million and Ps.203 million as of June 30, 2017 and 2016,
respectively, representing 5% and 4% of our agricultural business
assets at such dates, respectively. Our Others segment and
corporate activity generated loss from operations of Ps.115
million, Ps.90 million and Ps.47 million for fiscal years ended
June 30, 2017, 2016 and 2015, representing (30%), (27%) and (10%)
of our consolidated profit from operations from Agricultural
Business for such years, respectively. The segment “Other
segments and corporate” aggregate the activities
Agro-industrial and Others:
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Our
“Agro-industrial” activity consists of feedlot farming
and the slaughtering and processing in the meat refrigerating
plant. Feedlot farming is distinctive and requires specific care
and diets which differ from those provided to free-range cattle.
This activity represents a separate operating activity due to the
distinctive characteristics of the cattle feedlot system and the
industrialized meat processing in the packing plant. Our
Agro-industrial activity had assets of Ps.127 million and Ps.71
million as of June 30, 2017 and 2016, respectively, representing 2%
and 1% of our agricultural business assets atsuch dates,
respectively. Our Agro-Industrial activity generated loss from
operations of Ps.111 million, Ps.63 million and Ps.35 million for
fiscal years ended June 30, 2017, 2016 and 2015, representing
(29%), (19%) and (7%) of our consolidated operating income from
Agricultural Business for such years, respectively.
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●
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Our
“Others” activity consists of the aggregation of the
remaining operating activities, which do not meet the quantitative
thresholds for disclosure. This activity includes the brokerage and
sale of inputs activities. Our Others activity had assets of Ps.214
million and Ps.132 million as of June 30, 2017 and 2016,
respectively, representing 3% and 3% of our agricultural business
assets at such dates, respectively. Our Others activity generated
loss from operations of Ps.4 million, Ps.27 million and Ps.12
million for fiscal years ended June 30, 2017, 2016 and 2015,
representing (1%), (8%) and (2%) of our consolidated operating
income from Agricultural Business for such years,
respectively.
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We have
decided to break down reporting of our Urban properties and
investment business into an Operation Center in Argentina and an
Operation Center in Israel. From the Operation Center in Argentina,
the Company, through IRSA and its subsidiaries, manages the
businesses in Argentina and the international investments in the
Lipstick Building in New York and the Condor Hospitality
Trust hotel REIT. From
the Operation Center in Israel, the Company manages
IDBD.
Starting
in fiscal year 2017, the CODM reviews certain corporate expenses
associated to all segments of the operations center in Argentina on
an aggregate and separate basis, and such expenses have been
accounted for under Financial Operations, Corporate and
Others. As of June 2016 and 2015, the segment information has been
modified for comparability purposes.
Operation
Center in Argentina
We
operate our business in Argentina through six reportable segments,
namely “Shopping malls,” “Offices and
others,” “Sales and developments,”
“Hotels,” “International” and
“Financial operations, corporate and others” as further
described below:
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|
Our
“Shopping malls” segment includes assets and results
from the commercial exploitation and development of Shopping malls,
principally comprised of lease and the providing of services
related to the lease of commercial facilities and other spaces in
the Company’s Shopping malls. Our Shopping malls segment had
assets of Ps.28,886 million and Ps.26,696 million as of June 30,
2017 and 2016, respectively, representing 64% and 68% of our urban
properties and investments business assets for the Operations
Center in Argentina at such dates, respectively. Our Shopping malls
segment generated profit from operations of Ps.4,176 million,
Ps.17,451 million and Ps.1,998 million, for fiscal years ended June
30, 2017, 2016 and 2015, respectively, representing 64%, 90% and
37%, of our consolidated profit from operations for the Operations
Center in Argentina for such years, respectively.
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Our
“Offices and others” segment includes the assets and
the operating results of the activity of lease of office space and
other rental properties and service revenues related to this
activity. Our Offices and others segment had assets of Ps.7,862
million and Ps.5,870 million as of June 30, 2017 and 2016,
respectively, representing 18% and 15% of our urban properties and
investments business assets for the Operations Center in Argentina
at such dates, respectively. Our Offices and others segment
generated profit from operations of Ps.1,889 million, Ps.1,504
million and Ps.1,918 million, for fiscal years ended June 30, 2017,
2016 and 2015, respectively, representing 29%, 8% and 36%, of our
consolidated profit from operations for the Operations Center in
Argentina for such years, respectively.
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Our
“Sales and developments” segment includes assets and
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 sales of real property intended for rent, sales of
hotels and other properties included in the International segment.
Our Sales and developments segment had assets of Ps.5,473 million
and Ps.4,517 million as of June 30, 2017 and 2016, respectively,
representing 12% and 12% of our urban properties and investments
business assets for the Operations Center in Argentina at such
dates, respectively. Our Sales and developments segment generated
profit from operations of Ps.810 million, Ps.659 million and
Ps.1,295 million, for fiscal years ended June 30, 2017, 2016 and
2015, respectively, representing 12%, 3% and 24%, of our
consolidated profit from operations for the Operations Center in
Argentina for such years, respectively.
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Our
“Hotels” segment includes the operating results of our
hotels mainly comprised of room, catering and restaurant revenues.
Our Hotels segment had assets of Ps.178 million and Ps.174 million
as of June 30, 2017 and 2016, respectively, representing 0% and 0%
of our urban properties and investments business assets for the
Operations Center in Argentina at such dates, respectively. Our
Hotels segment generated, profit from operations of Ps.8 million,
and losses from operations of Ps.2 million and Ps.13 million, for
fiscal years ended June 30, 2017, 2016 and 2015, respectively,
representing 0%, 0% and 0%, of our consolidated profit from
operations for the Operations Center in Argentina for such
years.
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Our
“International” segment primarily includes assets and
operating profit or loss from business related to associates Condor
and Lipstick. Through these associates, the Company derives revenue
from hotels and an office building in United States, respectively.
Until September 30, 2014, this segment included revenue from a
subsidiary that owned the building located at 183 Madison Ave in
New York, United States, which was sold on September 29, 2014.
Additionally, until October 11, 2015, this international segment
only included results from the investment in IDBD carried at fair
value. Our International segment had assets of Ps.572 million and
Ps.145 million as of June 30, 2017 and 2016, respectively,
representing 1% and 0% of our urban properties and investments
business assets for the Operations Center in Argentina at such
dates, respectively. Our International segment generated loss from
operations of Ps.51 million, for fiscal year ended June 30, 2017;
Ps.0 million for fiscal year ended June 30, 2016, and profit from
operations of Ps.174 million, for fiscal year ended June 30, 2015,
representing (1%), 0% and 3%, of our consolidated profit from
operations for the Operations Center in Argentina for such years,
respectively.
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Our
“ Financial operations, corporate and Others” segment
primarily includes the financial activities carried out by Banco
Hipotecario and Tarshop, and other residual financial operations
and corporate expenses related to the Operations center in
Argentina. Our Financial operations, corporate and Others segment
had assets of Ps.1,941 million and Ps.1,703 million as of June 30,
2017 and 2016, respectively, representing 4% and 4% of our urban
properties and investments business assets for the Operations
Center in Argentina at such dates, respectively. Our Financial
operations, corporate and Others segment generated loss from
operations for Ps.257 million, Ps.197 million and Ps.26 million,
for fiscal years ended June 30, 2017, 2016 and 2015, respectively,
representing (4%), (1%) and 0% of our consolidated profit from
operations for the Operations Center in Argentina for such
years.
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Operation
Center in Israel
We
operate our business in Israel through six reportable segments,
namely “Real Estate,” “Supermarkets,”
“Telecommunications,” “Insurances” and
“Others” as further described below:
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Our
“Real Estate” segment includes mainly assets and
operating income derived from business related to the subsidiary
PBC. Through PBC, the Company operates rental properties and
residential properties in Israel, United States and other parts of
the world and carries out commercial projects in Las Vegas, United
States. Our Real Estate segment had net assets of Ps.15,327 and
Ps.11,102 million as of June 30, 2017 and 2016, respectively,
representing 65% and 77% of our operating assets for the Operations
Center in Israel at such dates. Our Real Estate segment generated
profit from operations of Ps.2,582 and Ps.640 million for fiscal
years ended June 30, 2017 and 2016, respectively, representing 81%
and 84% of our consolidated profit from operations for the
Operations Center in Israel for such years.
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●
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Our
“Supermarkets” segment includes assets and operating
income derived from the business related to the subsidiary
Shufersal. Through Shufersal, the Company mainly operates a
supermarket chain in Israel. Our Supermarkets segment had net
assets of Ps.9,282 million and Ps.5,826 million as of June 30, 2017
and 2016, respectively, representing 39% and 40% of our operating
assets for the Operations Center in Israel at such dates. Our
Supermarkets segment generated profit from operations of Ps.1,619
million and Ps.401 million for fiscal years ended June 30, 2017 and
2016, respectively, representing 51% and 52%, of our consolidated
profit from operations for the Operations Center in Israel for such
years.
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Our
“Telecommunications” segment includes assets and
operating income derived from the business related to the
subsidiary Cellcom. Cellcom is a provider of telecommunication
services and its main activities include the provision of mobile
phone services, fixed line phone services, data and Internet, among
others. Our Telecommunications segment had net assets of Ps.6,616
million and Ps.5,688 as of June 30, 2017 and 2016, respectively,
representing 28% and 39% of our operating assets for the Operations
Center in Israel at such dates. Our Telecommunications segment
generated loss from operations of Ps.253 and Ps.71 million for
fiscal years ended June 30, 2017 and 2016, respectively,
representing (8%) and (9%), of our consolidated profit from
operations for the Operations Center in Israel for such
years.
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Our
“Insurance” segment includes the investment in Clal.
This company is one of the most important insurance groups in
Israel, and is mainly engaged in pension and social security
insurance, among others. Clal is not fully consolidated on a
line-by-line basis with but rather in a single line as a financial
instrument at fair value, as required by the IFRS under the current
circumstances where no control is exercised since 51% of the
controlling shares of Clal are held in a trust following the
instructions of the Israel Securities Commission in order to comply
with the sale of the controlling shares of Clal; as a result. our
Insurance segment had assets of Ps.8,562 million and Ps.4,602
million as of June 30, 2017 and 2016, respectively, representing
36% and 32% of our operating assets for the Operations Center in
Israel at such dates. No results are registered for such
years.
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Our
“Others” segment includes the assets and income derived
from other diverse business activities, such as technological
developments, tourism, gas and oil assets, electronics, and others.
Our Others segment had negative net assets of Ps.16,058 million and
Ps.12,737 million as of June 30, 2017 and 2016, respectively,
representing (68%) and (88%) of our operating assets for the
Operations Center in Israel at such dates. Our Others segment
generated loss from operations of Ps.758 million and Ps.205 million
for fiscal years ended June 30, 2017 and 2016, respectively,
representing (24%) and (27%), of our consolidated profit from
operations for the Operations Center in Israel for such
years.
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Adama,
Israir and Open Sky are presented within discontinued operations,
therefore the Company has ceased to present the following segments:
(i) Agrochemicals (Adama) and (ii) Tourism (previously included
within “Others” segments).
Agricultural Business
As of
June 30, 2017, we owned 29 farms with approximately 632,384
hectares distributed in Argentina, Brazil, Bolivia and Paraguay.
Approximately 89,919 hectares of the land we own are used for crop
production (excluding doble crop production), approximately 88,430
hectares are for Cattle production, 85,000 hectares are for sheep
production, 1,036 hectares are for milk production and
approximately 7,733 hectares are leased to third parties for crop
and cattle beef production. The remaining 360,386 hectares of land
reserves are primarily natural woodlands. In addition, we have the
rights to hold approximately 132,000 hectares of land under
concession for a 35-year period that can be extended for another 29
years. Out of this total, we have developed 22,454 hectares for
crop production and 1,451 hectares for cattle production. Also,
during fiscal year 2017 ended on June 30, 2017, we leased 71,481
hectares to third parties for crop production and 12,635 hectares
for cattle production
The
following table sets forth, at the dates indicated, the amount of
land used for each production activity (including owned and leased
land, and land under concession):
|
|
|
|
|
|
Crops (2)
|
193,106
|
178,617
|
187,438
|
201,648
|
182,513
|
Cattle (3)
|
102,516
|
85,392
|
88,643
|
95,160
|
91,053
|
Milk/Dairy
|
1,036
|
2,231
|
2,864
|
2,864
|
2,780
|
Sheep
|
85,000
|
85,000
|
85,000
|
85,000
|
85,000
|
Land Reserves
(4)
|
471,437
|
473,290
|
467,568
|
467,532
|
461,729
|
Own farmlands
leased to third parties
|
7,733
|
2,435
|
10,026
|
13,111
|
31,593
|
Total
|
860,828
|
826,965
|
841,539
|
865,315
|
854,668
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(1)
Includes 35.72% of
approximately 8,299 hectares owned by Agro-Uranga S.A., an
affiliated Argentine company in which we own a non-controlling
35.72% interest.
(2)
Includes wheat,
corn, sunflower, soybean, sorghum and others, including double crop
production.
(3)
Breeding and
fattening.
(4)
We use part of our
land reserves to produce charcoal, rods and fence
posts.
(5)
Includes farms
owned by Brasilagro and Cresud sold in 2014 and 2015.
Strategy
We seek
to maximize our return on assets and overall profitability by (i)
identifying, acquiring and operating agricultural properties having
attractive prospects for increased agricultural production and/or
medium or long-term value appreciation and selectively disposing of
properties as appreciation is realized, (ii) optimizing the yields
and productivity of our agricultural properties through the
implementation of state-of-the-art technologies and agricultural
techniques and (iii) preserving the value of our significant
long-term investment in the urban real estate sector through our
subsidiary IRSA.
To such
end, we seek to:
Focus on maximizing the value of our agricultural real estate
assets
We
conduct our agricultural activities with a focus on maximizing the
value of our agricultural real estate assets. We rotate our
portfolio of properties from time to time by purchasing properties
which we believe have a high potential for appreciation and selling
them selectively as opportunities arise to realize attractive
capital gains. We achieve this by relying on the following
principles:
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Acquiring under-utilized properties and enhancing their land
use: We seek to purchase under-utilized properties at
attractive prices and develop them to achieve more productive uses.
We seek to do so by (i) transforming non-productive land into
cattle feeding land, (ii) transforming cattle feeding land into
land suitable for more productive agricultural uses, (iii)
enhancing the value of agricultural lands by changing their use to
more profitable agricultural activities; and (iv) reaching the
final stage of the real estate development cycle by transforming
rural properties into urban areas as the boundaries of urban
development continue to extend into rural areas. To do so, we
generally focus on acquisitions of properties outside of highly
developed agricultural regions and/or properties whose value we
believe is likely to be enhanced by proximity to existing or
expected infrastructure.
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Applying modern technologies to enhance operating yields and
property values. We believe that an opportunity exists to
improve the productivity and long-term value of inexpensive and/or
underdeveloped land by investing in modern technologies such as
genetically modified and high yield seeds, direct sowing
techniques, and machinery. We optimize crop yield through land
rotation, irrigation and the use of fertilizers and agrochemicals.
To enhance our cattle production, we use genetic technology and
have a strict animal health plan controlled periodically through
traceability systems. In addition, we have introduced
state-of-the-art milking technologies in our dairy
business.
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Anticipating market trends. We seek to anticipate market
trends in the agribusiness sector by (i) identifying opportunities
generated by economic development at local, regional and worldwide
levels, (ii) detecting medium- and long-term increases or decreases
in supply and demand caused by changes in the world’s food
consumption patterns and (iii) using land for the production of
food and energy.
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International expansion. We believe that an attractive
opportunity exists to acquire and develop agricultural properties
outside Argentina, and our objective is to replicate our business
model in other countries. Although most of our properties are
located in different areas of Argentina, we have begun a process of
expansion into other Latin American countries, including Brazil,
Bolivia, and Paraguay.
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Increase and optimize production yields
We seek
to increase and improve our production yields through the following
initiatives:
Implementation of technology.
●
|
To
improve crop production, we use state-of-the-art technology. We
invest in machinery and the implementation of agricultural
techniques such as direct sowing. In addition, we use
high-potential seeds (GMOs) and fertilizers and we apply advanced
land rotation techniques. In addition, we consider installing
irrigation equipment in some of our farms.
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To
increase cattle production we use advanced breeding techniques and
technologies related to animal health. Moreover, we optimize the
use of pastures and we make investments in infrastructure,
including installation of watering troughs and electrical fencing.
In addition, we have one of the few vertically integrated cattle
processing operations in Argentina through Sociedad Anónima
Carnes Pampeanas S.A.
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In our
milking facility, we have implemented an individual animal
identification system, using plastic tags for our cattle and
“RFID” tags. We use software from Westfalia Co. which
enables us to store individual information about each of our dairy
cows.
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Increased production.
Our
goal is to increase our crop, cattle and milk production in order
to achieve economies of scale by:
●
|
Increasing
our owned land in various regions by taking advantage of attractive
land purchase opportunities. In addition, we expand our production
areas by developing lands in regions where agricultural and
livestock production is not developed to its full potential. We
believe in the use of technological tools for improving the
productivity of our land reserves and enhancing their long-term
value. However, current or future environmental regulations could
prevent us from fully developing our lands by demanding us to
maintain part of them as natural woodlands not allocated to
production.
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Diversifying
our production and the weather risk by leasing farms, thus
expanding our product portfolio and optimizing our geographic
focus, in particular in areas that are not appealing in terms of
land value appreciation but with attractive productivity levels. We
believe that this diversification mix mitigates our exposure to
seasonality, commodity price fluctuations, weather conditions and
other factors affecting the agricultural and livestock
sector.
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Moreover,
we believe that continuing to expand our agricultural operations
outside of Argentina will help us improve even more our ability to
produce new agricultural products, further diversifying our mix of
products, and mitigating our exposure to regional weather
conditions and country-specific risks.
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Focus on preserving long-term value of our investment in our real
estate subsidiary IRSA
We seek
to maintain the long-term value of our significant investment in
the urban real estate sector through IRSA. We believe that IRSA is
an ideal vehicle through which to participate in the urban real
estate market due to its substantial and diversified portfolio of
residential and commercial properties, the strength of its
management and what we believe are its attractive prospects for
future growth and profitability.
Operations
Center in Argentina
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Shopping Mall. Our main purpose is to maximize our
shareholders’ profitability. By using our know-how in the
shopping mall industry in Argentina as well as our leading
position, we seek to generate a sustainable growth of cash flow and
to increase the long-term value of our real estate assets. We
attempt to take advantage of the unsatisfied supply in different
urban areas of the region, as well as of our customers’
purchase experience. Therefore, we seek to develop new shopping
malls in urban areas with attractive prospects for growth,
including Buenos Aires’ Metropolitan area, some cities in the
provinces of Argentina and possibly, other places abroad. To
achieve this strategy, the close business relationship we have had
for years with more than 1,000 retail companies and trademarks
composing our selected group of tenants is of utmost importance, as
it allows us to offer an adequate mix of tenants for each
particular case.
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Offices and Others. We seek to purchase and develop premium
office buildings in strategically-located business districts in the
City of Buenos Aires and other strategic locations that we believe
offer return and potential for long-term capital gain. We expect to
continue our focus on attracting premium corporate tenants to our
office buildings. Furthermore, we intend to consider new
opportunities on a selective basis to acquire or construct new
rental office buildings.
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Sales and Developments. We seek to purchase undeveloped
properties in densely-populated areas and build apartment complexes
offering green space for recreational activities. We also seek to
develop residential communities by acquiring undeveloped properties
with convenient access to the City of Buenos Aires, developing
roads and other basic infrastructure such as electric power and
water, and then selling lots for the construction of residential
units. The scarcity of mortgage financing restricted the growth in
low class home purchases and, as a result, we mainly focused on the
development of residential communities for middle and high-income
individuals, who do not need to finance their home purchases. We
seek to continue to acquire undeveloped land at locations we
consider attractive within and outside Buenos Aires. In each case,
our intention is to purchase land with significant development or
appreciation potential to resell. We believe that holding a
portfolio of desirable undeveloped plots of land enhances our
ability to make strategic long-term investments and affords us a
valuable pipeline of new development projects for upcoming
years.
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Hotels. We believe our portfolio of three luxury hotels is
positioned to take advantage of the future growth in tourism and
business travel in Argentina. We seek to continue with our strategy
to invest in high-quality properties that are operated by leading
international hotel companies to capitalize on their operating
experience and international reputation. We also seek to continue
to invest in improvements for our hotels.
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International. In this segment, we seek investments that
represent an opportunity of capital appreciation potential in the
long term. After the international financial crisis in 2008, we
took advantage of the price opportunity in the real estate sector
in the United States and invested in two office buildings in
Manhattan, New York. In 2015, we sold 74.5% of the office building
located at Madison Avenue, City of New York, for a total amount of
US$185 million, and we have retained a 49.9% equity interest in a
US company whose main asset is the so-called “Lipstick”
office building located in the City of New York. In addition,
jointly with subsidiaries, we hold 28.7% of the voting power of the
REIT Condor Hospitality Trust and we hold, through Dolphin Fund, a
68.3% stake in the Israeli company IDBD, one of the largest and
most diversified investment groups of Israel, which, through its
subsidiaries, participates in numerous markets and industry
sectors, including real estate, retail, agroindustry, insurance,
telecommunications, etc. We intend to continue evaluating -on a
selective basis- investment opportunities outside Argentina as long
as they offer attractive investment and development
opportunities.
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Financial Operations and Other. Through our investment in
Banco Hipotecario, the main mortgage-lending bank in Argentina, we
believe that we are able to achieve good synergies in the long term
with a developed mortgage market.
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Operations
Center in Israel
IDBD is
one of the largest and most diversified holding companies in
Israel. Through its subsidiaries, associates, joint ventures and
other investments, IDBD is engaged in numerous markets and industry
sectors in Israel and other countries, including real estate
(Property & Building Corporation), supermarkets (Shufersal),
insurance (Clal Holdings Insurance Enterprises, hereinafter Clal),
and telecommunications (Cellcom). The company is listed on the TASE
as a “Debentures Company” pursuant to Israeli law, as
it has publicly listed bonds.
●
|
Real Estate (PBC). Property &
Building is engaged in the operation of rental properties, which is
its main line of business, and the construction of residential
properties in trendy areas in Israel and other places in the world.
In the rental properties segment, Property & Building is the
exclusive owner of the HSBC building located on Fifth Avenue in
Manhattan. The building has a surface area of approximately 80,000
square meters, and at present it is fully occupied.
|
●
|
Supermarkets. Shufersal is the owner of
the largest supermarket chain in Israel in terms of sales. In the
past years, Shufersal introduced and keeps developing strategic
procedures and structural changes for optimizing results,
strengthening its leading position in the market and addressing the
challenges posed by its business and the regulatory environment.
Since April 1, 2013, Shufersal split its real estate operations
from its retail business, and Shufersal Real Estate Ltd. was
organized as a wholly-owned subsidiary whose assets included
branches leased to Shufersal and real estate assets leased to third
parties. Shufersal is also member of an association that provides
consumer financing, offers credit cards to the general public,
extends non-banking loans and grants other benefits to customers.
Over the past years, Shufersal continued rolling out its business
plan geared towards creating a commercial and operating
infrastructure capable of growing during the coming years,
increasing competitiveness, offering more value to its customers
and improving services. Under its business plan, Shufersal keeps on
expanding and strengthening its brand and speeding up the
development of its digital platforms, led by the “Shufersal
Online” system, promoting new and supplementary operations in
the industries it operates, and making progress in the
rationalization of its real properties, including the closing and
reduction of existing branches and the opening of new
branches.
|
●
|
Telecommunications (Cellcom). Cellcom
operates and sells diverse communication services to its customers.
Cellcom’s main activities include the supply of mobile
communication services. Besides, Cellcom provides ancillary
services, such as content and data services, sells handsets and
renders telephone repair services. Moreover, Cellcom offers
(including through its subsidiary Netvision) fixed-line phone
services, data communication services to commercial clients and
communications operators, Internet connectivity services,
international telephone services and additional services such as
conference call, cloud and information security services. In
addition, Cellcom offers Internet TV services to its private
customers through Netvision’s systems.
Cellcom
operates in a highly competitive environment. The pillars of
Cellcom’s business strategy include: offering comprehensive
solutions for the supply of fixed-line and mobile communication
services, increasing the fixed-line phone services offered and
streamlining its expenditure structure, if necessary, even by
adopting rationalization measures.
|
●
|
Insurance (Clal Insurance). This
company, which is one of the largest insurance groups in Israel, is
mainly engaged in pension and social security insurance. It has
assets under management for approximately US$43
billion.
|
●
|
Others. Includes the assets and income
from other miscellaneous businesses, such as technological
developments, tourism, oil and gas assets, electronics, and other
sundry activities.
|
Our Principal Business Activities
During
fiscal year ended June 30, 2017, we conducted our operations on 29
owned farms and 52 leased farms. Some of the farms we own are
engaged in more than one productive activity at the same
time.
The
following chart illustrates, for the fiscal year ended on June 30,
2017, the surface area, in hectares, disclosed by activity
(including doble crop production):
The
following chart illustrates, for the fiscal year ended on June 30,
2017, the surface area in operation and the hectares held as land
reserves, classified into own, under lease or under
concession:
Agricultural Business
Land Transformation and Sales
Land Acquisitions
We
intend to increase our farmland portfolio by acquiring large
extensions of land with high appreciation potential. We also intend
to transform the land acquired from non-productive to cattle
breeding, from cattle breeding to farming, applying
state-of-the-art technology to improve farming yields so as to
generate higher land appreciation.
In our
view, the sector’s potential lies in developing marginal
areas and/or under-utilized areas. Thanks to the current
technology, we may achieve similar yields with higher profitability
than core areas, resulting in the appreciation of land
values.
Over
the past 15 years, prices of farmlands intended for agricultural
production have increased in the southern hemisphere (mainly South
America) but continue to be relatively low compared to the northern
hemisphere (U.S. and Europe). Our financial strength relative to
other Argentine producers gives us the chance to increase our land
holdings at attractive prices, improve our production scale and
create potential for capital appreciation.
Several
important intermediaries, with whom we usually work, bring
farmlands available for sale to our attention. The decision to
acquire farmlands is based on the assessment of a large number of
factors. In addition to the land’s location, we normally
carry out an analysis of soil and water, including the quality of
the soil and its suitability for our intended use (crops, cattle,
or milk production), classify the various sectors of the lot and
the prior use of the farmland; analyze the improvements in the
property, any easements, rights of way or other variables in
relation to the property title; examine satellite photographs of
the property (useful in the survey of soil drainagecharacteristics
during the different rain cycles) and detailed comparative data
regarding neighboring farms (generally covering a 50-km area).
Based on the foregoing factors, we assess the farmland in terms of
the sales price compared against the production potential of the
land and capital appreciation potential. We consider that
competition for the acquisition of farmlands is, in general,
limited to small farmers for the acquisition of smaller lots, and
that there is scarce competition for the acquisition of bigger
lots.
In
addition, we may consider the acquisition of farmlands in marginal
zones and their improvement by irrigation in non-productive areas
as well as the installation of irrigation devices in order to
obtain attractive production yields and create potential for
capital appreciation.
The
following chart shows certain information concerning our land
acquisitions for each of the last 10 fiscal years ended on June
30:
|
|
Amount of Acquisitions
(Ps. million)
|
2007 (1)
|
1
|
7.3
|
2008 (2)
|
2
|
4.5
|
2009 (3)
|
7
|
133.2
|
2010 (4)
|
1
|
5.0
|
2011 (5)
|
3
|
61.5
|
2012
|
-
|
-
|
2013
|
-
|
-
|
2014
|
-
|
-
|
2015
|
-
|
-
|
2016
|
-
|
-
|
2017(6)
|
1
|
550.0
|
(1)
Includes the
acquisition of “8 de Julio” farmland of 90,000
hectares.
(2)
Includes the
acquisition of the remaining 25% of “La Adela” farmland
of 18 hectares and 80% of “La Esperanza” farmland of
980 hectares.
(3)
Includes the
acquisition of “Estancia Carmen,” “Puertas de
Luján,” “Las Londras,” “San
Cayetano,” “San Rafael,” and “La Fon
Fon” farmlands and 50% of “Jerovia” farmland, of
10,911, 115, 4,566, 883, 2,969, 3,748 and 20,966 hectares,
respectively.
(4)
Includes exercise
of the option over 50% of the “Jerov’a” farmland
of 3,646 hectares.
(5)
Includes the
acquisition of “La Primavera” and “4
Vientos” farmlands of 2,341 hectares and 2,659 hectares,
respectively. In addition, it includes the acquisition of 943
hectares of the Mendoza farmland.
(6)
Includes
Brasilagro´s acquisition of “São José”
farmland of 17,566 hectares.
On
February 7, 2017, Brasilagro purchased the São José farm,
with a surface area of 17,566 hectares intended for agricultural
use (10,000 productive hectares), located in the District of
São Raimundo das Mangabeiras, State of Maranhão, for
Ps.550 million. In addition to the hectares owned by the company,
15,000 hectares intended for sugarcane production have been
leased.
Land Sales
We
periodically sell properties that have reached a considerable
appraisal to reinvest in new farms with higher appreciation
potential. We analyze the possibility of selling based on a number
of factors, including the expected future yield of the farmland for
continued agricultural and livestock exploitation, the availability
of other investment opportunities and cyclical factors that have a
bearing on the global values of farmlands.
The
following chart shows certain information concerning our land sales
for each of the last 10 fiscal years ended on June 30:
|
|
Gross Proceeds from Sales
(Ps. million)
|
|
|
3
|
29.9
|
22.3
|
|
2
|
23.0
|
20.0
|
|
2
|
2.0
|
1.9
|
|
1
|
18.6
|
13.7
|
|
2
|
84.5
|
54.6
|
|
3
|
118.3
|
63.2
|
|
4
|
332.6
|
149.6
|
|
2
|
148.5
|
91.4
|
2015 (9)(10)
|
4
|
814.3
|
569.6
|
2016
|
-
|
-
|
-
|
|
6
|
479.9
|
280.0
|
(1)
Includes the sale
of 20,833 hectares of “Tapenagá” farmland and the
partial sale of 14,516 hectares of “Los Pozos” farmland
and 50 hectares of “El Recreo” farmland.
(2)
Includes the
partial sale of 4,974 hectares of “Los Pozos” farmland
and the partial sale of 2,430 hectares of “La
Esmeralda” farmland.
(3)
Includes the
partial sale of 1,658 hectares of “Los Pozos” farmland
and the partial sale of 1,829 hectares of “El Recreo”
farmland.
(4)
Includes the sale
of 12,071 hectares of “Tali Sumaj.”
(5)
Includes the sale
of “La Juanita” farmland, of 4,302 hectares, and the
partial sale of 910 hectares of “La Fon
Fon.”
(6)
Includes the sale
of 2,447 hectares of “San Pedro” farmland, the partial
sale of 1,194 hectares of “La Fon Fon” farmland, and
the partial sale of 115 hectares of “Puerta de Lujan”
farmland.
(7)
Includes the sale
of 14,359 hectares of “Horizontina” farmland, the
partial sale of 394 hectares of “Araucaria” farmland,
the partial sale of “Cremaq” farmland of 4,985
hectares, and the partial sale of 5,613 hectares of La
“Suiza” farmland.
(8)
Includes the sale
of 883 hectares of “San Cayetano” farmland and the
partial sale of 1,164 hectares of “Araucaria”
farmland.
(9)
Includes the sale
of 1,058 hectares of “La Adela” farmland, 24,624
hectares of “Chaco Paraguayo” farmland, 1,643 hectares
of “Fon Fon” farmland and the remainder sale of 27,745
hectares of “Cremaq” farmland.
(10)
The sale of
“La Adela” to our subsidiary IRSA was a transaction
between related parties and generated therefore no results under
the IFRS and it was not included in the gain from disposition of
farms for Ps.569.6 million.
(11)
Includes the sale
of three farmlands and three parcial sales of
farmlands.
Concerning
the sale of farmlands, while in 2016 we had not closed any
transactions in light of the adverse effect on the farmland sale
market caused by the controls on capitals that prevailed until
December 2015 and the profitability equation of the industry, at
the beginning of this year we saw a recovery in the farmland
purchase and sale business motivated by the favorable policies
implemented by the current administration, coupled with the partial
amendment to the law on foreign ownership of land, which eased
restrictions on foreign ownership percentages and simplified
transaction registration proceedings.
During
the first quarter of fiscal year 2017, we sold the “El
Invierno” and “La Esperanza” farms, comprising
2,615 hectares used for agriculture and located in the district of
“Rancul,” province of La Pampa, Argentina, for US$6
million (US$2,294 per hectare), resulting in an internal rate of
return of 4.1% in U.S. dollars. In the fourth quarter of this
fiscal year, we sold the entire “Cuatro Vientos” farm
located in the Department of Santa Cruz, Bolivia, comprising 2,658
hectares intended for sugarcane and agricultural production, for an
amount of US$14.23 million (US$5,280 million per hectare). The
transaction resulted in a gain of approximately US$4.5 million, at
an internal rate of return of 11.0% in US dollars. Moreover, our
subsidiary Brasilagro made partial sales of two of its farms. In
May 2017, it sold 1,360 hectares (including 918 productive
hectares) of its “Araucaria” farm located in the
district of Mineiros, Brazil, for R$17 million (R$18,535 per
hectare), and its sale resulted in an internal rate of return of
16.8% in Reais. In the fourth quarter of 2017, Brasilagro sold a
fraction of 271 hectares of its Araucaria farm for R$12.9 million,
as well as a fraction of 625 hectares (including 500 productive
hectares) in the Jatobá farm, located in Jaborandi, State of
Bahia, Brazil, for R$10.1 million (R$20,180 per hectare). These
fractions of land were valued in the Company’s books at R$3.0
million and R$1.2 million, and resulted in internal rates of return
of 20.4% and 16.7%, respectively, in Reais.
After
year-end, in July 2017 we executed a preliminary sale agreement for
the entire “La Esmeralda” farm, comprising 9,352
hectares intended for agriculture and cattle raising, located in
the Department of Nueve de Julio, Province of Santa Fe, Argentina,
for US$19 million (US$2,031 per hectare). The gain will be recorded
in the next fiscal year, as the execution of the title deed and
surrender of possession are expected to occur in June
2018.
Farmland Development
We
consider that there is great potential in farmland development
where, through the use of current technology, we may achieve
similar yields with higher profitability than in core
areas.
As of
June 30, 2017, we owned land reserves in the region extending over
more than 360,386 hectares of own farmlands that were purchased at
very attractive prices. In addition, we have a concession 108,095
hectares reserved for future development. We believe that there are
technological tools available to improve productivity in these
farms and, therefore, achieve appreciation in the long term.
However, current or future environmental regulations could prevent
us from fully developing our land reserves by requiring that we
maintain part of this land as natural woodlands not to be used for
production purposes.
During
fiscal year 2017, we conducted our land development business in
Argentina mainly in Los Pozos, where we developed 1,588 hectares in
Don Isaac module for agricultural use. Moreover, we developed 484
hectares in Agro Riego San Luis and 100 hectares in the Sara module
in Los Pozos, for cattle production.
Our
developments in Brazil, through our subsidiary Brasilagro,
consisted of 9,601 hectares of developed land intended for
agriculture.
In
connection with our business in Paraguay, we developed, through
Cresca, 1,553 hectares for agricultural production.
Area
under Development (hectares)
|
|
|
Argentina(1)
|
3,234
|
2,172
|
Brazil
|
3,638
|
9,601
|
Paraguay
|
1,364
|
1,553
|
Total
|
8,236
|
13,326
|
(1)
2016/2017 correspond to hectares under Phase II
transformation.
Results
The
following table shows this segment’s results for fiscal year
2017, compared to the two preceding fiscal years:
In
millions of Ps.
|
|
Fiscal
Year 2016
(Recast)
|
Fiscal
Year 2015
(Recast)
|
|
Revenues
|
-
|
-
|
-
|
-
|
Costs
|
(11)
|
(9)
|
(9)
|
22.2%
|
Gross
Loss
|
(11)
|
(9)
|
(9)
|
22.2%
|
(Loss)/Gain from
disposition of farmlands
|
280
|
(2)
|
570
|
-
|
Profit/(Loss)
from operations
|
589
|
10
|
652
|
5,790.0%
|
Segment
Profit/(Loss)
|
589
|
10
|
652
|
5,790.0%
|
Agricultural Production
Crops and Sugarcane
Our
crop production is mainly based on grains, oilseeds and sugarcane.
Our main crops include soybean, wheat, corn, and sunflower. Other
crops, such as sorghum and peanut, are sown occasionally and
represent only a small percentage of total sown land.
Production
The
following table shows, for the fiscal years indicated, our crop
production volumes measured in tons:
Production
Volume(1)
|
|
|
|
|
|
Corn
|
302,513
|
220,234
|
310,874
|
155,759
|
194,870
|
Soybean
|
203,526
|
179,916
|
279,608
|
242,349
|
220,540
|
Wheat
|
29,905
|
15,578
|
15,990
|
12,373
|
4,392
|
Sorghum
|
4,922
|
1,051
|
1,740
|
4,502
|
6,709
|
Sunflower
|
3,853
|
3,053
|
11,992
|
5,803
|
12,437
|
Other
|
3,690
|
6,432
|
6,999
|
2,476
|
5,002
|
Total
Crops (tons)
|
548,409
|
426,264
|
627,203
|
423,262
|
443,950
|
Sugarcane
(tons)
|
1,062,860
|
1,228,830
|
928,273
|
657,547
|
1,156,848
|
Cattle
herd
|
7,627
|
7,714
|
7,812
|
6,970
|
7,723
|
Milking
cows
|
435
|
491
|
524
|
489
|
470
|
Cattle
beef (tons)
|
8,062
|
8,205
|
8,336
|
7,459
|
8,193
|
Milk
(thousand of liters)
|
13,968
|
16,273
|
17,526
|
19,320
|
18,459
|
(1)
|
Includes
Cresca at 50%. Acres del Sud, Ombú, Yatay and Yuchán Does
not include Agro-Uranga S.A.
|
Below
is the geographical distribution of our agricultural production for
the last five seasons measured in tons:
2017
Season
|
|
|
|
|
|
Corn
|
253,163
|
35,376
|
9,410
|
4,563
|
302,512
|
Soybean
|
127,533
|
62,829
|
13,178
|
(13)
|
203,527
|
Wheat
|
29,905
|
-
|
-
|
-
|
29,905
|
Sorghum
|
44
|
-
|
4,879
|
-
|
4,923
|
Sunflower
|
3,853
|
-
|
-
|
-
|
3,853
|
Other
|
3,690
|
-
|
-
|
-
|
3,690
|
Total
Grains and Other
|
418,188
|
98,205
|
27,467
|
4,550
|
548,410
|
Sugarcane
|
-
|
1,015,303
|
47,557
|
-
|
1,062,860
|
2016
Season
|
|
|
|
|
|
Corn
|
189,708
|
19,982
|
3,574
|
6,969
|
220,233
|
Soybean
|
117,744
|
26,252
|
26,415
|
9,505
|
179,916
|
Wheat
|
15,525
|
-
|
53
|
-
|
15,578
|
Sorghum
|
56
|
-
|
697
|
298
|
1,051
|
Sunflower
|
3,053
|
-
|
-
|
-
|
3,053
|
Other
|
5,367
|
1,065
|
-
|
-
|
6,432
|
Total
Grains and Other
|
331,453
|
47,299
|
30,739
|
16,772
|
426,263
|
Sugarcane
|
-
|
1,075,183
|
153,648
|
-
|
1,228,831
|
2015
Season
|
|
|
|
|
|
Corn
|
253,929
|
40,102
|
10,199
|
6,644
|
310,874
|
Soybean
|
132,101
|
111,751
|
30,471
|
5,285
|
279,608
|
Wheat
|
15,990
|
-
|
-
|
-
|
15,990
|
Sorghum
|
538
|
-
|
406
|
796
|
1,740
|
Sunflower
|
11,992
|
-
|
-
|
-
|
11,992
|
Other
|
6,917
|
-
|
-
|
82
|
6,999
|
Total
Grains and Other
|
421,467
|
151,853
|
41,076
|
12,807
|
627,203
|
Sugarcane
|
-
|
830,204
|
98,069
|
-
|
928,273
|
2014
Season
|
|
|
|
|
|
Corn
|
93,388
|
50,102
|
11,445
|
826
|
155,761
|
Soybean
|
108,088
|
108,107
|
20,821
|
5,334
|
242,350
|
Wheat
|
12,373
|
-
|
-
|
-
|
12,373
|
Sorghum
|
1,367
|
-
|
2,487
|
648
|
4,502
|
Sunflower
|
5,756
|
-
|
47
|
-
|
5,803
|
Other
|
1,926
|
534
|
-
|
16
|
2,476
|
Total
Grains and Other
|
222,898
|
158,743
|
34,800
|
6,824
|
423,265
|
Sugarcane
|
-
|
570,820
|
86,727
|
-
|
657,547
|
2013
Season
|
|
|
|
|
|
Corn
|
145,949
|
34,630
|
14,291
|
-
|
194,870
|
Soybean
|
82,476
|
106,276
|
31,601
|
187
|
220,540
|
Wheat
|
3,111
|
-
|
1,281
|
-
|
4,392
|
Sorghum
|
3,766
|
-
|
2,638
|
305
|
6,709
|
Sunflower
|
12,090
|
-
|
347
|
-
|
12,437
|
Other
|
2,644
|
2,358
|
-
|
-
|
5,002
|
Total
Grains and Other
|
250,036
|
143,264
|
50,158
|
492
|
443,950
|
Sugarcane
|
-
|
1,014,234
|
142,614
|
-
|
1,156,848
|
Sales
Below
is the total volume of grains and sugarcane sold broken down into
geographical areas, measured in millions of tons:
|
|
|
|
|
|
Volume
of Sales(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corn
|
266.5
|
0.0
|
266.5
|
217.3
|
37.9
|
255.2
|
269.7
|
0.0
|
269.7
|
179.9
|
0.0
|
179.9
|
233.3
|
37.8
|
271.1
|
Soybean
|
137.8
|
28.8
|
166.6
|
182.5
|
15.8
|
198.3
|
172.9
|
77.2
|
250.1
|
188.9
|
33.2
|
222.1
|
153.4
|
55.4
|
208.8
|
Wheat
|
11.9
|
1.5
|
13.4
|
17.3
|
29.3
|
46.6
|
7.0
|
0.1
|
7.1
|
11.4
|
0.0
|
11.4
|
10.7
|
0.0
|
10.7
|
Sorghum
|
5.3
|
0.0
|
5.3
|
1.0
|
0.0
|
1.0
|
1.6
|
0.0
|
1.6
|
3.8
|
0.0
|
3.8
|
5.8
|
0.0
|
5.8
|
Sunflower
|
4.1
|
0.0
|
4.1
|
10.4
|
0.0
|
10.4
|
5.2
|
0.0
|
5.2
|
9.7
|
0.0
|
9.7
|
10.6
|
0.0
|
10.6
|
Other
|
3.6
|
0.0
|
3.6
|
5.9
|
0.0
|
5.9
|
1.9
|
0.0
|
1.9
|
6.2
|
0.3
|
6.5
|
14.0
|
0.1
|
14.1
|
Total
Grains
(tons)
|
429.2
|
30.3
|
459.5
|
434.4
|
83.0
|
517.4
|
458.3
|
77.3
|
535.6
|
399.9
|
33.5
|
433.4
|
427.8
|
93.3
|
521.1
|
Sugarcane
(tons)
|
554.1
|
0.0
|
554.1
|
1,219.7
|
0.0
|
1,219.7
|
924.5
|
-
|
924.5
|
675.7
|
-
|
675.7
|
1,179.9
|
-
|
1,179.9
|
Cattle
herd
|
6.9
|
0.0
|
6.9
|
8.3
|
0.0
|
8.3
|
8.9
|
0.0
|
8.9
|
8.8
|
0.0
|
8.8
|
9.6
|
0.0
|
9.6
|
Milking
cows
|
1.1
|
0.0
|
1.1
|
0.7
|
0.0
|
0.7
|
0.9
|
0.0
|
0.9
|
0.5
|
0.0
|
0.5
|
0.5
|
0.0
|
0.5
|
Beef-Cattle
(tons)
|
8.0
|
0.0
|
8.0
|
9.0
|
0.0
|
9.0
|
9.8
|
-
|
9.8
|
9.3
|
-
|
9.3
|
10.1
|
-
|
10.1
|
Milk
(in millions of liters)
|
13.3
|
0.0
|
13.3
|
16.9
|
0.0
|
16.9
|
18.8
|
-
|
18.8
|
17.9
|
-
|
17.9
|
13.0
|
-
|
13.0
|
(1)
Domestic Market.
(2)
Foreign Market.
(3)
Includes Brasilagro and Cresca at 50%, Acres del Sud, Ombú,
Yatay and Yuchán. Does not include Agro-Uranga.
The
following table shows the sown surface area assigned to crop
production, classified into owned, under lease, under concession
and leased to third parties for the fiscal years indicated below,
measured in hectares:
|
|
|
|
|
|
Own
|
102,683
|
112,112
|
128,795
|
122,632
|
127,952
|
Under
lease
|
71,481
|
43,309
|
58,167
|
58,030
|
45,624
|
Under
concession
|
22,454
|
23,196
|
21,547
|
20,986
|
8,937
|
Leased to third
parties
|
7,663
|
2,365
|
3,267
|
7,616
|
18,223
|
Total
|
204,281
|
180,982
|
211,776
|
209,264
|
200,736
|
(1)
|
Sown
land may differ from that indicated under “Uses of
Land,” since some hectares are sown twice in the same season
and therefore are counted twice.
|
|
|
Stock
(tons)
|
|
|
|
|
|
Corn
|
31,528
|
21,233
|
61,157
|
17,604
|
48.5%
|
Soybean
|
89,499
|
69,665
|
99,972
|
75,885
|
28.5%
|
Sunflower
|
530
|
913
|
8,594
|
1,825
|
(41.9%)
|
Sorghum
|
16
|
369
|
198
|
522
|
(95.7%)
|
Wheat
|
20,344
|
4,964
|
9,377
|
681
|
309.8%
|
Cotton
|
-
|
-
|
-
|
-
|
0.0%
|
Sugarcane
|
-
|
-
|
-
|
-
|
0.0%
|
Other
|
1,620
|
2,975
|
4,500
|
32,608
|
(45.5%)
|
Total
|
143,537
|
100,119
|
183,798
|
129,125
|
43.4%
|
We seek
to diversify our mix of products and the geographic location of our
farmlands to achieve an adequate balance between the two principal
risks associated with our activities: weather conditions and the
fluctuations in the prices of commodities. In order to reduce such
risks, we own and lease land in several areas of Argentina with
different climate conditions that allow us to sow a diversified
range of products. Our leased land for crops is mostly located in
the Pampas region, a favorable area for crop production. The leased
farms are previously studied by technicians who analyze future
production expectations based on the historic use of the land. The
initial duration of lease agreements is typically one or three
seasons. Leases of farms for production of crops generally consist
of lease agreements with payments based on a fixed amount of Pesos
per hectare or sharecropping agreements with payments in kind based
on a percentage of the crops obtained or a fixed amount of tons of
grains obtained or their equivalent value in Pesos. The principal
advantage of leasing farms is that leases do not require us to
commit large amounts of capital to the acquisition of lands but
allow us to increase our scale in the short term and reduce the
risk of inclement weather. The disadvantage of this strategy is
that the cost of leasing can increase over time, in part, because
increased demand for leased land increases the price of leased
land.
In
order to increase our production yields, we use, besides
state-of-the-art technology, labor control methods which imply the
supervision of the seeding’s quality (density, fertilization,
distribution, and depth), crop monitoring (determination of natural
losses and losses caused by harvester) and verification of bagged
crop quality. In this way, we work jointly with our suppliers to
achieve the best management of inputs, water and soil.
Wheat
seeding takes place from June to August, and harvesting takes place
from December to January. Corn, soybean and sunflower are sown from
September to December and are harvested from February to August.
Grains are available to be sold as commodities after the harvest
from December to June and we usually store part of our production
until prices recover after the drop that normally takes place
during the harvesting season. A major part of production,
especially soybean, wheat, corn and sorghum, is sold and delivered
to buyers pursuant to agreements in which price conditions are
fixed by reference to the market price at a specific time in the
future that we determine. The rest of the production is either sold
at current market prices or delivered to cover any futures contract
that we may have entered into.
Agro-Uranga S.A.
We have
a 35.72% interest in Agro-Uranga S.A. (“Agro-Uranga”).
This company strives for the optimization of production processes,
with special emphasis in soil conservation, the application of
rational techniques and care of the environment.
At
present, with the assistance of its foreign trade team it is
seeking to develop new products so as to significantly increase
export volumes, encouraged by the world’s growing
demand.
Lease of Farmlands
We
conduct our business on owned and leased land. Rental payments
increase our production costs, as the amounts paid as rent are
accounted for as operating expenses. As a result, production costs
per hectare of leased land are higher than for the land owned by
us.
Our
land leasing policy is designed to supplement our expansion
strategy, using our liquidity to make production investments in our
principal agricultural activities. On the other hand, our leasing
strategy provides us with an added level of flexibility in the
share of each of our products in total production, providing for
greater diversification.
The
initial duration of lease agreements is typically one crop season.
Leases of farms for production of crops consist in lease agreements
with payments based on a fixed amount of Pesos per hectare or
sharecropping agreements with payments in kind based on a
percentage of the crops obtained or a fixed amount of tons of
grains obtained or their equivalent value in local currency. Leases
of farmlands for cattle breeding consist in lease agreements with
fixed payments based on a fixed amount of Pesos per hectare or
steer kilograms or capitalization agreements with payments in kind
or in cash based on the weight gain in kilograms.
During
fiscal year 2017, we leased to third parties a total of 52
farmlands, covering 87,072 hectares, including 26,718 hectares in
Brazil. Out of the total leased area, 71,481 hectares were assigned
to agricultural production, including double crops, and 12,635
hectares to cattle raising. The properties for agricultural
production were leased, primarily, for a fixed price prior to
harvest and only a small percentage consisted of sharecropping
agreements.
The
following table shows a breakdown of the number of hectares of
leased land used for each of our principal production
activities:
|
|
|
|
|
|
Crops
|
71,481
|
43,309
|
58,167
|
58,030
|
45,624
|
Cattle
|
12,635
|
12,635
|
13,501
|
18,549
|
12,635
|
Due to
the rise in the price of land, we adopted a policy of not
validating excessive prices and applying strict criteria upon
adopting the decision to lease, selecting those lands with values
that would ensure appropriate margins.
Results
The
following table shows the Company’s results for fiscal year
2017, compared to the three preceding fiscal years:
Crops
In
millions of Ps.
|
|
|
|
|
|
Revenues
|
1,401
|
1,152
|
987
|
837
|
21.6%
|
Costs
|
(2,591)
|
(1,801)
|
(1,811)
|
(1,539)
|
43.9%
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
1,438
|
1,059
|
910
|
868
|
35.8%
|
Changes in the net
realizable value of agricultural products after
harvest
|
(74)
|
208
|
(34)
|
(17)
|
-
|
Gross
profit
|
174
|
618
|
52
|
149
|
(71.8%)
|
General and
administrative expenses
|
(153)
|
(124)
|
(125)
|
(147)
|
23.4%
|
Selling
expenses
|
(329)
|
(216)
|
(161)
|
(115)
|
52.3%
|
Other operating
results, net
|
108
|
(74)
|
(9)
|
(27)
|
-
|
Profit/(Loss)
from operations
|
(200)
|
204
|
(243)
|
(140)
|
-
|
Share of
profit/(loss) of associates and joint ventures
|
12
|
26
|
1
|
11
|
(53.8%)
|
Activity
Profit/(Loss)
|
(188)
|
230
|
(242)
|
(129)
|
-
|
Sugarcane
In
millions of Ps.
|
|
|
|
|
|
Revenues
|
355
|
294
|
198
|
124
|
20.7%
|
Costs
|
(688)
|
(517)
|
(374)
|
(207)
|
33.1%
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
356
|
309
|
218
|
96
|
15.2%
|
Gross
profit
|
23
|
86
|
42
|
13
|
(73.3%)
|
General and
administrative expenses
|
(52)
|
(34)
|
(20)
|
(28)
|
52.9%
|
Selling
expenses
|
(9)
|
(8)
|
(8)
|
(8)
|
12.5%
|
Other operating
results, net
|
(6)
|
4
|
(2)
|
-
|
-
|
(Loss)/Profit
from operations
|
(44)
|
48
|
12
|
(23)
|
-
|
Activity
(Loss)/Profit
|
(44)
|
48
|
12
|
(23)
|
-
|
Cattle
Our
cattle production involves the breeding and fattening of our own
animals. In some cases, if market conditions are favorable, we also
purchase and fatten cattle which we sell to slaughterhouses and
supermarkets. As of June 2017, our cattle aggregated 79,361 heads,
and we had a total surface area of 102,516 hectares of own and
leased lands devoted to this business activity. In addition, we
have leased to third parties 70 hectares assigned to these
activities.
During
the fiscal year ended June 30, 2017, our production was 8,061 tons,
a 28.4% year-on-year increase.
The
following table sets forth, for the fiscal years indicated below,
the cattle production volumes measured in tons:
|
|
|
|
|
|
Cattle
production(1)
|
8,061
|
8,205
|
8,336
|
7,459
|
8,193
|
(1)
|
Production
measured in tons of live weight. Production is the sum of the net
increases (or decreases) during a given period in live weight of
each head of cattle owned by us.
|
Our
cattle breeding activities are carried out with breeding cows and
bulls and our fattening activities apply to steer, heifers and
calves. Breeding cows calve approximately once a year and their
productive lifespan is from six to seven years. Six months after
birth, calves are weaned and transferred to fattening pastures.
Acquired cattle are directly submitted to the fattening process.
Upon starting this process, cattle have been grazing for
approximately one year to one and a half year in order to be
fattened for sale. Steer and heifers are sold when they have
achieved a weight of 380–430 kg and 280–295 kg,
respectively, depending on the breed.
Pregnancy
levels, which have been improving over the years, showed
satisfactory levels of efficiency notwithstanding the adverse
weather conditions. Genetics and herd management are expected to
further improve pregnancy levels in the coming years. Reproductive
indicators improved thanks to the implementation of technologies,
which have included handling techniques and females artificial
insemination with cattle genetics especially selected for the stock
which is purchased from specialized companies in quality semen
elaboration for meat production. We use veterinarian products
manufactured by leading national and international laboratories. It
is important to emphasize the work of a veterinarian advising
committee, who are external to us and visit each establishment
monthly to control and agree tasks.
Currently,
the cattle raising farms are officially registered as export
farmlands pursuant to the identification and traceability rules in
force in Argentina. Animals are individually identified, thus
allowing for the development of special businesses in this
area.
Our
cattle stock is organized into breeding and fattening activities.
The following table shows, for the fiscal years indicated, the
number of head of cattle for each activity:
|
|
|
|
|
Breeding
stock
|
69,669
|
58,747
|
52,052
|
54,808
|
Winter grazing
stock
|
9,692
|
11,126
|
12,102
|
10,932
|
Total
Stock (heads)
|
79,361
|
69,873
|
64,154
|
65,740
|
We seek
to improve cattle production and quality in order to obtain a
higher price through advanced breeding techniques. We cross breed
our stock of Indicus, British (Angus and Hereford) and Continental
breeds to obtain herds with characteristics better suited to the
pastures in which they graze. To enhance the quality of our herds
even further, we plan to continue improving our pastures through
permanent investment in seeds and fertilizers, an increase in the
watering troughs available in pastures, and the acquisition of
round bailers to cut and roll grass for storage
purposes.
Our
emphasis on improving the quality of our herd also includes the use
of animal health-related technologies. We comply with applicable
national animal health standards that include laboratory analyses
and vaccination aimed at controlling and preventing disease in our
herd, particularly FMD.
Direct
costs of beef production consist primarily of crops for feeding and
dietary supplementation purposes, animal health and payroll costs,
among others.
Results
The
following table shows this activity’s results for fiscal year
2017, compared to the three preceding fiscal years:
In
millions of Ps.
|
|
|
|
|
|
Revenues
|
206
|
178
|
143
|
90
|
15.7%
|
Costs
|
(382)
|
(267)
|
(225)
|
(161)
|
43.1%
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
304
|
254
|
167
|
145
|
19.7%
|
Changes in the net
realizable value of agricultural products after
harvest
|
-
|
-
|
-
|
-
|
-
|
Gross
Profit
|
128
|
165
|
85
|
74
|
(22.4%)
|
General and
administrative expenses
|
(39)
|
(20)
|
(13)
|
(27)
|
95.0%
|
Selling
expenses
|
(24)
|
(19)
|
(20)
|
(14)
|
26.3%
|
Other operating
results, net
|
(2)
|
(2)
|
(3)
|
(2)
|
-
|
Profit
from operations
|
63
|
124
|
49
|
31
|
(49.2%)
|
Activity
Profit
|
63
|
124
|
49
|
31
|
(49.2%)
|
Dairy
As of
June 30, 2017, we conducted our milk business in the dairy facility
located in “El Tigre” farm in the Province of La Pampa,
Argentina. We have a milking capacity of 1,472 cows per day and
seek to increase total productivity through the application of new
technologies including improved genetic management for milk
production, strategic feeding plans, based on cattle specific
requirements and the use of individual traceability to know the
productivity history of each animal. We also use technology applied
to the milk business to make more efficient the manual labor by
surveying the information supplied by the farm.
Within
the process of de-commoditization and technological innovation, we
implemented an identification and tracking system in compliance
with European and SENASA standards. We also obtained Global Gap and
HCCP certification. Our goal in this respect is to distinguish our
production and obtain higher prices in production
sales.
Our
milk production is based on a herd of Holando Argentina dairy cows,
genetically selected through the use of imported frozen semen of
North American Holando bulls. Male calves are sold, at calving, for
a given amount per head, whereas female calves are weaned after 24
hours, spend approximately 60 days in raising and approximately 100
days being fed on thebasis of grass, grains and supplements. Young
heifers then graze for an additional 12 to 15 month period, prior
to artificial insemination at the age of 18 to 20 months and they
calve nine months later. Heifers are subsequently milked for an
average of 300 days. Milking dairy cows are once again inseminated
during the 60 to 90 day subsequent period. This process is repeated
once a year during six or seven years. The pregnancy rate for our
dairy cows is 80-90%.
Our
dairy herd is milked mechanically twice a day. The milk obtained is
cooled to less than five degrees centigrade to preserve quality and
is then stored in a tank for delivery once a day to trucks sent by
buyers. Dairy cows are fed mainly with grass, supplemented as
needed with grains, hay and silage. We have invested in certain
technologies that focus on genetic improvement, animal health and
feeding in order to improve our milk production. These investments
include imports of top quality frozen semen from genetically
improved North American Holstein bulls, agricultural machinery and
devices such as feed-mixer trucks, use of dietary supplements and
the installation of modern equipment to control milk cooling. We
are currently acquiring dietary supplements for our dairy cows and
have made investments with the aim of increasing the quantity and
quality of forage (pasture, alfalfa and corn silage) in order to
reduce feeding costs.
Taking
into account this business’ margin and livestock prices, in
this fiscal year we started a process to reduce our herd and
reallocate part of it to another activity.
The
following table sets forth, for the periods indicated, the average
number of our dairy cows and average daily production per
cow:
|
|
|
|
|
Average dairy cows
per day (heads)
|
1,472
|
1,951
|
2,189
|
2,439
|
Milk
Production/Dairy Cow/Day (liters)
|
24.68
|
21.82
|
21.48
|
19.69
|
At the
closing of fiscal year 2017, we had 3,580 heads of cattle on 1,036
hectares involved in the production of milk; whereas as of June 30,
2016, we had 5,047 heads of cattle on 2,231 hectares.
Results
The
following table shows this activity’s results for fiscal year
2017, compared to the three preceding fiscal years:
In
millions of Ps.
|
|
|
|
|
|
Revenues
|
97
|
65
|
72
|
54
|
49.2%
|
Costs
|
(180)
|
(135)
|
(133)
|
(104)
|
33.3%
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
87
|
74
|
75
|
63
|
17.6%
|
Gross
Profit
|
4
|
4
|
14
|
13
|
-
|
General and
administrative expenses
|
(3)
|
(4)
|
(3)
|
(6)
|
(25.0%)
|
Selling
expenses
|
(7)
|
(4)
|
(4)
|
(2)
|
75.0%
|
Other operating
results, net
|
-
|
-
|
(1)
|
-
|
-
|
Profit
/ (Loss) from operations
|
(6)
|
(4)
|
6
|
5
|
50.0%
|
Activity
Profit / (Loss)
|
(6)
|
(4)
|
6
|
5
|
50.0%
|
Leases and Agricultural Services
We
lease own farms to third parties for agriculture, cattle breeding
and seed production, mainly in two types of farms. On the one hand,
we lease our farms under irrigation in San Luis (Santa Bárbara
and La Gramilla) to seed producers. These farms are ideal for
obtaining steady production levels, given the quality of their soil
and the weather conditions of the area, along with the even
humidity provided by irrigation.
On the
other hand, we lease farms recently put into production after
agricultural development. In this way we manage to reduce our
production risk, ensuring fixed rental income until the new farms
reach stable productivity levels.
In
addition, in this activity we include the irrigation service we
provide to our own farms leased to third parties.
Results
The
following table shows this activity’s results for fiscal year
2017, compared to the three preceding fiscal years:
In
millions of Ps.
|
|
|
|
|
|
Revenues
|
137
|
76
|
61
|
29
|
80.3%
|
Costs
|
(26)
|
(20)
|
(15)
|
(17)
|
30.0%
|
Gross
Profit
|
111
|
56
|
46
|
12
|
98.2%
|
General and
administrative expenses
|
(7)
|
(3)
|
(1)
|
(4)
|
133.3%
|
Selling
expenses
|
(1)
|
(1)
|
(1)
|
(1)
|
-
|
Other operating
results, net
|
(1)
|
-
|
-
|
-
|
-
|
Profit
from operations
|
102
|
52
|
44
|
7
|
96.0%
|
Activity
Profit
|
102
|
52
|
44
|
7
|
96.0%
|
Agro-industrial Activities
This
activity consists in the slaughtering and processing of beef in
meat packing plants.
Through
our subsidiary Sociedad Anónima Carnes Pampeanas S.A.
(“Carnes Pampeanas”) we own a meat packing plant in
Santa Rosa, Province of La Pampa, with capacity to slaughter and
process approximately 9,600 cattle heads per month.
During
the last years, the smaller supply of cattle has adversely affected
the value chain by reducing cold-storage plant utilization. This
has left several plants struggling to remain operational in view of
the poor returns and shortage of raw materials. Our investment in
Carnes Pampeanas has not escaped unscathed of this
situation.
During
fiscal year 2017, this activity recorded a net loss of Ps.111.0
million compared to a net loss of Ps.63.0 million in the previous
fiscal year. Although the business was favored by the new
government policies consisting in raising the exchange rate and
lowering withholding taxes on beef exports, the positive impact of
these measures was offset by a deterioration in the input/product
ratios, explained by the fact that livestock prices and labor costs
significantly outpaced the rise in beef prices for domestic
consumption and in the international markets, as well as the prices
of leather, this business’ main by-product.
Results
The
following table shows this activity’s results for fiscal year
2017, compared to the three preceding fiscal years:
In
millions of Ps.
|
|
|
|
|
|
Revenues
|
1,324
|
966
|
806
|
554
|
37.1%
|
Costs
|
(1,303)
|
(925)
|
(739)
|
(480)
|
40.9%
|
Gross
profit
|
21
|
41
|
67
|
74
|
(48.8%)
|
General and
administrative expenses
|
(43)
|
(38)
|
(25)
|
(17)
|
13.2%
|
Selling
expenses
|
(88)
|
(67)
|
(77)
|
(55)
|
31.3%
|
Other operating
results, net
|
(1)
|
1
|
-
|
(1)
|
-
|
(Loss)/Profit
from operations
|
(111)
|
(63)
|
(35)
|
1
|
76.2%
|
Activity
(Loss)/Profit
|
(111)
|
(63)
|
(35)
|
1
|
76.2%
|
Other segments and corporate
This
activity includes our business through Futuros y Opciones
(FyO).
Futuros y Opciones.Com S.A. (FyO)
Futuros
y Opciones.com’s main business is grain trading (grain
brokerage, storage, futures and options, consulting and logistics
services) and sale and distribution of own inputs and third-party
products.
As
concerns the Crops business, revenues grew thanks to the increase
in traded volumes as compared to the previous fiscal year, and the
strong growth in trading revenues. The inputs business grew by 95%
as compared to the previous fiscal year, reflecting the recovery of
the commodities business and the launch of the nutritional
specialties business.
During
fiscal year 2017, increased efforts were made in the
company’s cash flow analysis, generating financial income
from the investments made.
FyO
continues to invest in systems for the inputs and crops
businesses.
Concerning
the goals for next year, the Crops business is expected to keep
growing at the same pace as in the past years, aspiring to lead the
crop trading business and to consolidate storage operations. As
concerns inputs, FyO’s goals include consolidating its suite
of products, increasing sales, improving margins and focusing
business on the sale of nutritional specialties for the soil. Other
objectives include becoming a leading company in the knowledge of
the crops markets, being digital innovators and expanding the
company’s reach into the region through FYO Chile
SPA.
Results
The
following table shows this activity’s results for fiscal year
2017, compared to the three preceding fiscal years:
In
millions of Ps.
|
|
|
|
|
|
Revenues
|
399
|
181
|
128
|
12
|
120.4%
|
Costs
|
(296)
|
(140)
|
(105)
|
(101)
|
111.4%
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
-
|
-
|
-
|
-
|
-
|
Gross
Profit
|
103
|
41
|
23
|
(89)
|
151.2%
|
General and
administrative expenses
|
(66)
|
(46)
|
(23)
|
(11)
|
43.5%
|
Selling
expenses
|
(51)
|
(23)
|
(13)
|
(11)
|
121.7%
|
Other operating
results, net
|
10
|
1
|
1
|
1
|
900%
|
Profit
from operations
|
(4)
|
(27)
|
(12)
|
(110)
|
(85.2)%
|
Share of
Profit/(loss) of associates and joint ventures
|
(4)
|
(3)
|
-
|
-
|
33.3%
|
Activity
(Loss)/Profit
|
(8)
|
(30)
|
(12)
|
(110)
|
(73.3)%
|
Farmland Portfolio
As of
June 30, 2017, we owned, together with our subsidiaries, 29 farms,
with a total surface area of 632,384 hectares.
The
following table sets forth our farm portfolio as of June 30,
2017:
Use
of Farmlands Owned and under Concession as of June 30,
2017
|
|
Locality
|
Province/Country
|
|
|
Main
Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
El
Recreo
|
Recreo
|
Catamarca
|
|
12,395
|
Natural
woodlands
|
|
|
|
|
|
Los
Pozos
|
JV
González
|
Salta
|
|
239,639
|
Cattle/
Agriculture/ Natural woodlands
|
43,204
|
|
|
13,817
|
46,250
|
San Nicolás
(1)
|
Rosario
|
Santa
Fe
|
|
1,431
|
Agriculture
|
|
|
|
1,409
|
|
Las Playas
(1)
|
Idiazabal
|
Córdoba
|
|
1,534
|
Agriculture/
Dairy
|
|
|
|
1,534
|
|
La Gramilla/ Santa
Bárbara
|
Merlo
|
San
Luis
|
|
7,072
|
Agriculture Under
irrigation
|
|
|
|
4,380
|
|
La
Suiza
|
Villa
Angela
|
Chaco
|
|
36,380
|
Agriculture/
Cattle
|
26,700
|
|
|
3,071
|
15,020
|
La
Esmeralda
|
Ceres
|
Santa
Fe
|
|
9,370
|
Agriculture/
Cattle
|
2,000
|
|
|
5,053
|
2,320
|
El
Tigre
|
Trenel
|
La
Pampa
|
|
8,360
|
Agriculture/
Dairy
|
|
|
1,036
|
6,695
|
3,580
|
San
Pedro
|
Concepción de
Uruguay
|
Entre
Rios
|
|
6,022
|
Agriculture
|
|
|
|
4,085
|
|
8 De Julio/
Estancia Carmen
|
Puerto
Deseado
|
Santa
Cruz
|
|
100,911
|
Sheep
|
|
85,000
|
|
|
8,099
|
Cactus
Argentina
|
Villa
Mercedes
|
San
Luis
|
|
171
|
Natural
woodlands
|
101
|
|
|
|
|
Las
Vertientes
|
Las
Vertientes
|
Cordoba
|
-
|
4
|
Silo
|
|
|
|
|
|
Las
Londras
|
Santa
Cruz
|
Bolivia
|
|
4,566
|
Agriculture
|
|
|
|
4,367
|
|
San
Rafael
|
Santa
Cruz
|
Bolivia
|
|
2,969
|
Agriculture
|
|
|
|
2,824
|
|
La
Primavera
|
Santa
Cruz
|
Bolivia
|
|
2,340
|
Agriculture
|
|
|
|
1,666
|
|
Marangatú/Udra
|
Mariscal
Estigarribia
|
Paraguay
|
|
59,490
|
Agriculture/
Natural woodlands
|
2,167
|
|
|
7,261
|
2,432
|
Finca
Mendoza(2)
|
Lujan de
Cuyo
|
Mendoza
|
|
270
|
Natural
woodlands
|
|
|
|
|
|
Establecimiento
Mendoza
|
Finca
Lavalle
|
Mendoza
|
|
9
|
Natural
woodlands
|
|
|
|
|
|
Jatoba
|
Jaborandi/BA
|
Brazil
|
|
30,981
|
Agriculture
|
4,504
|
|
|
14,528
|
419
|
Alto
Taquari
|
Alto
Taquari/MT
|
Brazil
|
|
5,186
|
Agriculture
|
|
|
|
3,554
|
|
Araucaria
|
Mineiros/GO
|
Brazil
|
|
6,490
|
Agriculture
|
|
|
|
4,400
|
|
Chaparral
|
Correntina/BA
|
Brazil
|
|
37,182
|
Agriculture
|
3,052
|
|
|
13,507
|
|
Nova
Buruti
|
Januária/MG
|
Brazil
|
|
24,247
|
Forestry
|
|
|
|
|
|
Preferencia
|
Barreiras/BA
|
Brazil
|
|
17,799
|
Cattle
|
6,702
|
|
|
|
5,793
|
Sao
José
|
Sao Raimundo das
Mangabeiras/MA
|
Brazil
|
|
17,566
|
Agriculture
|
|
|
|
5,433
|
|
Subtotal
Own Farms
|
|
|
|
632,384
|
|
88,430
|
85,000
|
1,036
|
97,584
|
83,913
|
Agropecuaria Anta
SA
|
Las
Lajitas
|
Salta
|
|
132,000
|
|
1,451
|
|
|
22,454
|
4,216
|
Subtotal
Farms under Concession
|
|
|
|
132,000
|
|
1,451
|
|
|
22,454
|
4,216
|
Total
|
|
|
|
764,384
|
|
89,881
|
85,000
|
1,036
|
120,038
|
88,129
|
(1)
Hectares in
proportion to our 35.72% interest in Agro-Uranga
(2)
Hectares in
proportion to our 40.00% interest in Finca Mendoza.
Additional information about our Farmlands
Argentina
El Recreo
“El
Recreo” farm, located 970 kilometers northwest of Buenos
Aires, in the Province of Catamarca, was acquired in May 1995. It
has semi-arid climate and annual rainfall not in excess of 400 mm.
This farm is maintained as a productive reserve.
Los Pozos
The
“Los Pozos” farm, located 1,600 kilometers northwest of
Buenos Aires, in the Province of Salta, was acquired in May 1995.
This property is located in a semi-arid area with average annual
rainfall of 500 mm. The area is naturally suited to cattle raising
and forestry activities (poles and fence posts), and it has
agricultural potential for summer crops such as sorghum and corn,
among others. For the fiscal year ended June 30, 2017, we used
13,817 hectares in agricultural production. As of June 30, 2017,
there were 46,250 heads of cattle in this farm.
San Nicolás
“San
Nicolás” is a 4,005 hectares farm owned by Agro-Uranga,
and is located in the Province of Santa Fe, approximately 45
kilometers from the Port of Rosario. As of June 30, 2017, 6,519
hectares were planted for agricultural production, including double
crops. The farm has two plants of silos with a storage capacity of
14,950 tons.
Las Playas
The
“Las Playas” farm has a surface area of 4,294 hectares
and is owned by Agro-Uranga. It is located in the Province of
Córdoba, and it is used for agricultural purposes. As of June
30, 2017, the farm had a sown surface area, including double crops,
of 7,208 hectares for grain production.
La Gramilla and Santa Bárbara
These
farms have a surface area of 7,072 hectares in Valle de Conlara, in
the Province of San Luis. Unlike other areas in the Province of San
Luis, this valley has a high quality underground aquifer which
makes these farms well suited for agricultural production after
investments were made in the development of lands, wells and
irrigation equipment. In the course of the 2016/2017 farm season, a
total of 5,843 hectares were sown, 2,009 hectares of which were
sown under contractual arrangements with seed producers. The
remaining hectares are kept as land reserves.
La Suiza
The
“La Suiza” farm has a surface area of 36,380 hectares
and is located in Villa Ángela in the Province of Chaco. It is
used for raising cattle. As of June 30, 2017, “La
Suiza” had a stock of approximately 15,020 heads of cattle.
During the 2016/17 season, we used 4,058 hectares for agricultural
production.
La Esmeralda
The
“La Esmeralda” farm has a surface area of 9,370
hectares and is located in Ceres in the Province of Santa Fe. This
farm was acquired in June 1998. During the 2016/17 farm season, we
used 7,011 hectares for production of corn, soybean, wheat,
sunflower and sorghum. This farm was sold
on July 21, 2017. For more information see “Recent developments
- Cresud’s Recent Developments - Selling of “La
Esmeralda” farmland, Department of Nueve de Julio, province
of Santa Fe, Argentina.”
El Tigre
The
“El Tigre” farm was acquired on April 30, 2003 and has
a surface area of 8,360 hectares. This farm has a high-tech dairy
facility where we develop our milk production business in
compliance with the highest quality standards. It is located in
Trenel in the Province of La Pampa. As of June 30, 2017, 8,051
hectares were assigned to crop production, including double crops,
and 1,036 hectares were assigned to milk production. This farm
produced 14 million liters of milk in the fiscal year ended June
30, 2017, with an average of 1,472 cows being milked and an average
daily production of 24.68 liters per cow.
San Pedro
The
“San Pedro” farm was purchased on September 1, 2005. It
has a surface area of 6,022 hectares and is located in
Concepción del Uruguay, Province of Entre R’os, which is
305 kilometers north of Buenos Aires. In the course of the
2016/2017 farm season, 5,346 hectares were used for agricultural
production, including double crops.
8 de Julio and Estancia Carmen
The
“8 de Julio” farm was acquired on May 15, 2007 and has
a surface area of 90,000 hectares. It is located in the department
of Deseado in the Province of Santa Cruz. Due to its large surface
area, this farm offers excellent potential for sheep production. In
addition, we believe the land has potential for future tourism and
recreational activities, as the southeast border of the farm
stretches over 20 kilometers of coast. “Estancia
Carmen” was acquired on September 5, 2008 and has a surface
area of 10,911 hectares. It is located in the Province of Santa
Cruz, next to our “8 de Julio” farm.
Cactus
The
feedlot has a surface area of 171 hectares. It is located in Villa
Mercedes, Province of San Luis. Given its degree of urban
development and closeness to the city, we decided to discontinue
fattening activities in this facility.
Las Vertientes
The
“Las Vertientes” storage facility has a surface area of
4 hectares and 10,000 tons capacity, and is located in Las
Vertientes, Río Cuarto, in the Province of
Córdoba.
Finca Mendoza
On
March 2, 2011, the Company purchased, jointly with Zander Express
S.A., a rural property composed of thirteen plots of land located
in the District of Perdriel, Luján de Cuyo Department, in the
Province of Mendoza. As a result of this acquisition, Cresud has
become owner of a 40% undivided estate in all and each of the
properties, while Zander Express S.A. holds the remaining 60%. The
total agreed price for this transaction was US$4.0 million;
therefore, the amount of US$1.6 million was payable by Cresud.
On June 8, 2017, the Company sold 262 hectares of
this plot of land. For more information see “Significant
acquisitions, dispositions and development of business
- Agricultural business - Sale
and purchase of Farmlands – Finca
Mendoza.”
Bolivia
Las Londras
On
January 22, 2009, the bill of purchase for “Las
Londras” farm was cast into public deed; it has a surface
area of 4,566 hectares, and is located in the Province of Guarayos,
Republic of Bolivia. During the 2016/2017 farm season it was used
for crop production.
San Rafael
On
November 19, 2008, the bill of purchase for “San
Rafael” farm was cast into public deed. This farm is located
in the Province of Guarayos, Republic of Bolivia, and has a surface
area of 2,969 hectares, which were used for crop production during
the 2016/2017 farm season.
La Primavera
On June
7, 2011 we acquired “La Primavera” farm, with a surface
area of approximately 2,340 hectares. During the 2016/2017 season,
this farm was used for crop production.
Brazil (through our subsidiary Brasilagro)
Jatobá
“Jatobá”
is a farm in the northeastern region of Brazil, with a total
surface area of 31,606 hectares, 12,510 of which are intended for
agriculture. Jatobá was acquired in March 2007 for R$ 33
million. We consider that this farm is in a very advantageous
location for the movement of crops, as it is close to the Candeias
Port, in the State of Bahia. In June 2017, we sold 625 hectares of this farm.
For more information, please see “Significant
acquisitions, dispositions and development of business
- Agricultural business - Sale
and purchase of Farmlands –
Jatobá.”
Araucária
“Araucária”
is a farm located in the municipal district of Mineiros, in the
State of Goiás, and it has a total surface area of 8,124
hectares, 4,020 of which are used for agriculture. Araucaria was
acquired in 2007 for R$ 70.4 million. Before we purchased it,
Araucária had been used for grain planting. The farm was
transformed, and at present it is planted with sugarcane. In march
and May, 2017, we sold two fractions of this farm. For
more information, see "Significant acquisitions,
dispositions and development of business-Agricultural business-Sale
and purchase of
Farmlands-Araucária."
Alto Taquarí
Alto
Taquarí is located in the municipal district of Alto
Taquarí, State of Mato Grosso, and it has a total surface area
of 5,395 hectares, 3,190 of which are used for agriculture. The
farm was acquired in August 2007 for R$ 33.2 million. Before we
purchased it, the farm had been used for agriculture and Cattle
raising. Following its transformation, it is being used for
sugarcane production.
Chaparral
Chaparral
is a 37,182 hectare farm, with 14,398 hectares used for
agriculture. It is located in the municipal district of Correntina,
State of Bahia. The farm was acquired in November 2007 for R$ 47.9
million.
Nova Buriti
Located
in the municipal district of Januária, State of Minas Gerais,
Nova Buriti has a surface area of 24,211 hectares. Nova Buriti was
acquired in December 2007 for R$ 21.6 million. It is located in the
southeastern region of Brazil and it is close to the large iron
industries. At present, it is undergoing proceedings for obtaining
the environmental licenses required for starting
operations.
Preferencia
Preferencia
is located in the municipal district of Barreiras, in the State of
Bahia. It has a total surface area of 17,799 hectares, 6,566 of
which are used for cattle activities. It was acquired for R$9.6
million in September 2008. The farm is being transformed into a
pasturing area and will be later developed for agricultural
purposes.
Sao José
“Sao
José” is a farm located in the municipality of São
Raimundo das Mangabeiras, in the state of Maranhão. It has a
total surface area of 17,566 hectares, 10,000 hectares of which are
arable, have already been develop and will be cultivated with
grains. The other 7,566 hectares are permanent preservation and
legal reserve areas. The acquisition price is R$100.0 million
(R$10,000/ha arable), Additionally, an Agricultural Partnership has
been set up, consisting of 15,000 hectares of arable and developed
land, already planted mostly with sugarcane. The Agricultural
Partnership has a term of 15 years, renewable for another 15
years.
Paraguay (through our subsidiary Brasilagro)
Marangatú /Udra
Cresud,
through Brasilagro, who is in turn shareholder of Cresca, holds a
50% undivided interest in the “Marangatú” and
“UDRA” farms, located in Mariscal José Félix
Estigarribia, Department of Boquerón, Paraguayan Chaco,
Republic of Paraguay, totaling 59,490 hectares, of which 7,261
hectares are used for crop production and 2,167 hecatares for
cattle production.
Silos
As of
June 30, 2017, we had a storage capacity of approximately 25,620
tons (including 35.723% of the storage capacity of over 14,950 tons
available at Agro-Uranga).
The
following table shows, for the fiscal years presented, our storage
facilities:
|
As
of year ended June 30,
|
|
|
|
|
|
|
Las Vertientes
(1)
|
10,000
|
10,000
|
10,000
|
10,000
|
10,000
|
San Nicolás
(1)
|
5,341
|
5,341
|
5,341
|
5,341
|
5,341
|
Brasilagro
|
10,279
|
10,279
|
10,279
|
90,200
|
90,200
|
Total
|
25,620
|
25,620
|
25,620
|
105,541
|
105,541
|
(1)
Owned by us through Agro-Uranga (which represents 35.723% of the
total capacity).
(2)
Includes Brasilagro.
Land Management
In
contrast to traditional Argentine farms, run by families, we
centralize policy making in an Executive Committee that meets on a
weekly basis in Buenos Aires. Individual farm management is
delegated to farm managers who are responsible for farm operations.
The Executive Committee lays down commercial and production rules
based on sales, market expectations and risk
allocation.
We
rotate the use of our pasture lands between agricultural production
and cattle feeding and the frequency depends on the location and
characteristics of the farmland. The use of preservation techniques
(including exploitation by no till sowing) frequently allows us to
improve farm performance.
Subsequent
to the acquisition of the properties, we make investments in
technology in order to improve productivity and increase the value
of the property. It may be the case that upon acquisition, a given
extension of the property is under-utilized or the infrastructure
may be in need of improvement. We have invested in traditional
fencing and in electrical fencing, watering troughs for cattle
herds, irrigation equipment and machinery, among other
things.
Principal Markets
Crops
Our
crop production is mostly sold in the domestic market. The prices
of our grains are based on the market prices quoted in Argentine
grains exchanges such as the Buenos Aires Grains Exchange (Bolsa de
Cereales de Buenos Aires) and the cereal exchanges in each country,
that take as reference the prices in international grains markets.
The largest part of this production is sold to exporters who offer
and ship this production to the international market. Prices are
quoted in relation to the month of delivery and the port in which
the product is to be delivered. Different conditions in price, such
as terms of storage and shipment, are negotiated between the end
buyer and ourselves.
Cattle
Our
beef cattle production is sold in the local market. The main buyers
are slaughterhouses and supermarkets.
Prices
in the beef cattle market in Argentina are basically fixed by local
supply and demand. The Liniers Market (on the outskirts of the City
of Buenos Aires) provides a standard in price formation for the
rest of the domestic market. In this market live animals aresold by
auction on a daily basis. At Liniers Market, prices are negotiated
by kilogram of live weight and are mainly determined by local
supply and demand. Prices tend to be lower than in industrialized
countries. Some supermarkets and meat packers establish their
prices by kilogram of processed meat; in these cases, the final
price is influenced by processing yields.
Dairy
During
fiscal year 2017 we sold our entire milk production to the largest
Argentine dairy company, Mastellone S.A., which in turn
manufactures a range of mass consumption dairy products sold in
Argentina and abroad. The price of the milk we sell is mainly based
on the percentage of fat and protein that it contains and the
temperature at which it is cooled. The price we obtain from our
milk also rises or drops based on the content of bacteria and
somatic cells.
Customers
For the
fiscal year 2017 our sales from the agribusiness (excluding sales
of farms) were made to approximately 500 customers. Sales to our
ten largest customers represented approximately 45% to 50% of our
net agribusiness sales. Of these customers, our most important
customers were Cargill S.A.C.I., Granos Olavarria, Bunge Alimentos
S. A. and Amaggi & LD Commodities S.A.. We have signed
non-binding letters of intent with some of our largest customers
that allow us to estimate the volume of the demand for certain
products and to plan production accordingly. We generally enter
into short-term agreements with a term of less than a
year.
Marketing Channels and Sales Methods
Crops
We
normally work with grains brokers and other intermediaries to trade
in the exchanges. We sell part of our production in advance through
futures contracts and buy and sell options to hedge against a drop
in prices. Approximately 87% of the futures and options contracts
are closed through the Buenos Aires Grains Exchange and 13% in the
Chicago Board of Trade for hedging purposes.
Our
storage capabilities allow us to condition and store grains with no
third-party involvement and thus to capitalize the fluctuations in
the price of commodities. Our largest storage facilities in
Argentina, with capacity for 10,000 tons, are located in “Las
Vertientes,” close to Río Cuarto, Province of
Córdoba. In addition, we store grains in silo bags. In Brasil
we have a storage capacity of 10,279 tons.
Cattle
We have
several marketing channels. We sell directly to local meat
processors and supermarkets, as well as in markets and auctions.
Our customers include: Exportaciones Agroindustriales, Arre Beef
S.A., Frigorífico Bermejo, Saenz Valiente y Bullrich and
Colombo y Magliano S.A., for prices based on the price at Liniers
Market.
We
usually are responsible for the costs of the freight to the market
and, in general, we pay commissions on our
transactions.
Inputs
The
current direct cost of our production of grains varies in relation
to each crop and normally includes the following costs: tillage,
seeds, agrochemicals and fertilizers. We buy in bulk and store
seeds, agrochemicals and fertilizers to benefit from discounts
offered during off-season sales.
Competition
The
agricultural and livestock sector is highly competitive, with a
huge number of producers. We are one of the leading producers in
Argentina and the region. However, if we compare the percentage of
our production to the country’s total figures, our production
would appear as extremely low, since the agricultural market is
highly atomized. Our leading position improves our bargaining power
with suppliers and customers. In general, we obtain discounts in
the region in the acquisition of raw materials and an excess price
in our sales.
Historically,
there have been few companies competing for the acquisition and
leases of farmlands for the purpose of benefiting from land
appreciation and optimization of yields in the different commercial
activities. However, we anticipate the possibility that new
companies, some of them international, may become active players in
the acquisition of farmlands and the leases of sown land, which
would add players to the market in coming years.
Seasonality
As is
the case with any company in the agro-industrial sector, our
business activities are inherently seasonal. Harvest and sales of
corn and soybean in general take place from March to September.
Sunflower is harvested from December to May. Wheat is harvested
from October to January. Peanut is harvested from April to July.
With respect to our international market, in Bolivia climate
conditions allow a double season of soybean, corn and sorghum
production and, accordingly, these crops are harvested in March and
October, while wheat and sunflower are harvested between August and
September. In Brasil, our crops are harvested from March to May and
our sugarcane is harvested from April to November. Other
activities, such as our sales of cattle andmilk and our forestry
activities tend to be more of a successive character than of a
seasonal character. However, the production of beef and milk is
generally higher during the second quarter, when pasture conditions
are more favorable. In consequence, there may be significant
variations in results from one quarter to the other.
Regulation and Governmental Supervision of our Agricultural
Business
Argentina
Farming and Animal Husbandry Agreements
Agreements
relating to farming and animal husbandry activities are regulated
by Argentine law, the Argentine Civil and Commercial Code and local
customs.
According
to Law No. 13,246, as amended by Law No. 22,298, all lease
agreements related to rural properties and land are required to
have a minimum duration of 3 years. Upon death of the tenant
farmer, the agreement may continue with his successors. Upon misuse
of the land by the tenant farmer or default on payment of the rent,
the land owner may initiate an eviction proceeding.
Law No.
13,246, amended by Law No. 22,298, also regulates agreements for
crop sharing pursuant to which one of the parties furnishes the
other with farmland animals or land with the purpose to share
benefits between tenant farmer and land owner. These agreements are
required to have a minimum term of duration of 3 years. The tenant
farmer must perform the obligations under the agreement himself and
may not, assign it under any circumstances. Upon death, incapacity
of the tenant farmer or other impossibility, the agreement may be
terminated.
Quality control of Crops and Cattle
The
quality of the crops and the health measures applied on the cattle
are regulated and controlled by the Servicio Nacional de Sanidad y Calidad
Agroalimentaria (“SENASA”), which is an entity
within the Ministry of Economy and Public Finance that over sees
the farming and animal sanitary activities.
Argentine
law establishes that the brands should be registered with each
provincial registry and that there cannot be brands alike within
the same province.
Sale and Transportation of Cattle
Even
though the sale of cattle is not specifically regulated, general
contract provisions are applicable. Further, every province has its
own rural code regulating the sale of cattle.
Argentine
law establishes that the transportation of cattle is lawful only
when it is done with the respective certificate that specifies the
relevant information about the cattle. The required information for
the certificate is established by the different provincial
regulations, the inter-provinces treaties and the regulations
issued by the SENASA.
Export Restriction of Beef
In
addition, the Secretary of Agriculture, Livestock, Fishing and Food
Products, within the orbit of the Ministry of Economy and Public
Finance, oversees the farming and animal sanitary
activities.
The
Secretary of Agriculture, Livestock, Fishing and Food Products is
in charge of distributing the annual regular quota of top quality
chilled beef without bones, the “Cuota Hilton.” The destination of
the Cuota Hilton is the
European Union.
The
Secretary of Agriculture, Livestock, Fishing and Food Products
granted to our subsidiary Sociedad Anónima Carnes Pampeanas up
to 1,300 tons to export beef under the Cuota Hilton for the July 2016-June
2017 period.
Environment
The
development of our agribusiness activities depends on a number of
federal, provincial and municipal laws and regulations related to
environmental protection.
We may
be subject to criminal and administrative penalties, including
taking action to reverse the adverse impact of our activities on
the environment and to reimburse third parties for damages
resulting from contraventions of environmental laws and
regulations. Under the Argentine Criminal Code, persons (including
directors, officers and managers of corporations) who commit crimes
against public health, such as poisoning or dangerously altering
water, food or medicine used for public consumption and selling
products that are dangerous to health, without the necessary
warnings, may be subject to fines, imprisonment or both. Some
courts have enforced these provisions in the Argentine Criminal
Code to sanction the discharge of substances which are hazardous to
human health. At the administrative level, the penalties vary from
warnings and fines to the full or partial suspension of the
activities, which may include the revocation or annulment of tax
benefits, cancellation or interruption of credit lines granted by
state banks and a prohibition against entering into contracts with
public entities.
The
Forestry Legislation of Argentina prohibits the devastation of
forests and forested lands, as well as the irrational use of forest
products. Landowners, tenants and holders of natural forests
require an authorization from the Forestry Competent Authority for
the cultivation of forest land. The legislation also promotes the
formation and conservation of natural forests in properties used
for agriculture and farming purposes.
As of
June 30, 2017, we owned land reserves extending over 360,386
hectares, which are located in under-utilized areas where
agricultural production is not yet fully developed. We also have
108,095 hectares under concession as reserves for future
developments. We believe that technological tools are available to
improve the productivity of such land and enhance its long-term
value. However, existing or future environmental regulations may
prevent us from developing our land reserves, requiring us to
maintain a portion of such land as unproductive land
reserves.
In
accordance with legislative requirements, we have applied for
approval to develop certain parts of our land reserves and were
authorized to develop them partially and to maintain other areas as
land reserves. We cannot assure you that current or future
development applications will be approved, and if so, to what
extent we will be allowed to develop our land reserves. We intend
to use genetically modified organisms in our agricultural
activities. In Argentina, the development of genetically modified
organisms is subject to special laws and regulations and special
permits.
On
November 28, 2007, Argentine Congress passed a law known as the
Forest Law which sets minimum standards for the conservation of
native forests and incorporates minimum provincial expenditures to
promote the protection, restoration, conservation and sustainable
use of native forests. The Forest Law prevents landowners,
including owners of native forests, from deforesting or converting
forested areas into non-forested land for other commercial uses
without prior permission from each local government that gives the
permit and requires the preparation, assessment and approval of an
environmental impact report. The Forest Law also provides that each
province should adopt its own legislation and regional regulation
map within a term of one year. Until such provincial implementation
is carried into effect, no new areas may be deforested. In
addition, the Forest Law also establishes a national policy for
sustainable use of native forests and includes the recognition of
native communities and aims to provide preferential use rights to
indigenous communities living and farming near the forest. In case
a project affects such communities, the relevant provincial
authority may not issue permits without formal public hearings and
written consent of the communities.
In
addition, the CNV Rules provide that publicly traded companies
whose corporate purpose includes environmentally hazardous
activities should report to their shareholders, investors and the
general public their compliance with the applicable environmental
laws and risks inherent to such activities, so as to be able to
reasonably assess such hazards.
Our
activities are subject to a number of national, provincial and
municipal environmental regulations. Section 41 of the Argentine
Constitution, as amended in 1994, provides that all Argentine
inhabitants have the right to a healthy and balanced environment
fit for human development and have the duty to preserve it.
Environmental damage shall bring about primarily the obligation to
redress it as provided by applicable law. The authorities shall
protect this right, the rational use of natural resources, the
preservation of the natural and cultural heritage and of
biodiversity, and shall also provide for environmental information
and education. The National Government shall establish minimum
standards for environmental protection and Provincial and Municipal
Governments shall determine specific standards and issue the
applicable regulations.
On
November 6, 2009, the Argentine Congress passed Law No. 25,675.
This law regulates the minimum standards for the achievement of a
sustainable environment and the preservation and protection of
biodiversity and sets environmental policy goals. Moreover, Law No.
25,675 establishes the activities that will be subject to an
environmental impact assessment procedure and certain requirements
applicable thereto. In addition, the Law sets forth the duties and
obligations that will be triggered by any damage to the environment
and imposes the obligation to restore it to its former condition
or, if that is not technically feasible, to pay a compensation in
lieu thereof. The Law also fosters environmental education and
provides for certain minimum obligations to be fulfilled by natural
and legal persons.
The new
Argentine Civil and Commercial Code has introduced as a novel
feature the acknowledgement of collective rights, including the
right to a healthy and balanced environment. Accordingly, the
Argentine Civil and Commercial Code expressly sets forth that the
law does not protect an abusive exercise of individual rights if
such exercise could have an adverse impact on the environment and
the rights with a collective impact in general.
Leases
Laws
and regulations governing the acquisition and transfer of real
estate, as well as municipal zoning ordinances, are applicable to
the development and operation of the Company’s
properties.
Currently,
Argentine law does not specifically regulate shopping mall lease
agreements. Since our shopping mall leases generally differ from
ordinary commercial leases, we have created provisions which govern
the relationship with our shopping mall tenants.
Argentine
law imposes certain restrictions on property owners,
including:
●
a prohibition to
include price indexation clauses based on inflation increases in
lease agreements; and
●
a two-year minimum
lease term is established for all purposes, except in particular
cases such as embassy, consulate or international organization
venues, room with furniture for touristic purposes for less than
three months, custody and bailment of goods, exhibition or offering
of goods in fairs or in cases where they are entered into for a
specific purpose expressly stated in the agreement that is usually
fulfilled within an agreed shorter term.
Rent Increase
In
addition, there are at present contradictory court rulings with
respect to whether the rent price can or cannot be increased during
the term of the lease agreement. Most of our lease agreements have
incremental rent increase clauses that are not based on any
official index. As of the date of this document, no tenant has
filed any legal action against us challenging incremental rent
increases, but we cannot assure that such actions will not be filed
in the future and, if any such actions were successful, that they
will not have an adverse effect on our company.
Limits on lease terms
Under
the Argentine Civil and Commercial Code lease terms may not exceed
fifty years, irrespective of the intended use of the property (save
in case of residential use, where the maximum term is twenty
years). Generally, terms in its lease agreements go from 3 to 10
years.
Early termination rights
The
Argentine Civil and Commercial Code provides that tenants of
properties may declare the early termination of lease agreements
after the first six months of the effective date. Such termination
is subject to penalties which range from one to one and a half
months of rent. If the tenant terminates the agreement during the
first year of the lease, the penalty is one and a half
month’s rent and, if the termination occurs after the first
year of lease, the penalty is one month’s rent.
The
Argentine Civil and Commercial Code became effective on August 1,
2015 and that, among other rules, it repealed the Urban Lease Law
(No. 23,091), which provided for a rule similar to the one
described above, but (i) it established the obligation to give at
least 60 days’ prior notice of exercise of the early
termination right by the tenant; and (ii) it set forth in its
Section 29 that its provisions were mandatory. There are no court
rulings yet with respect to the new regulations related to: (i)
unilateral right to termination by tenant; i.e. whether the parties
may waive the tenant’s right to terminate the agreement
unilaterally; or in relation to (ii) the possibility of
establishing a penalty different from the penalty described above
in the event of unilateral termination by the lessee.
Other
Most of
our leases provide that the tenants pay all costs and taxes related
to the property in proportion to their respective leasable areas.
In the event of a significant increase in the amount of such costs
and taxes, the Argentine government may respond to political
pressure to intervene by regulating this practice, thereby
adversely affecting our rental income. The Argentine Civil and
Commercial Procedural Code enables the lessor to pursue collection
of outstanding rental payments through an “executory
proceeding” upon lessee’s payment default. In executory
proceedings debtors have fewer defenses available to prevent
foreclosure, making these proceedings substantially shorter than
ordinary ones. In executory proceedings, the origin of the debt is
not under discussion; the trial focuses on the formalities of debt
instrument itself. The Procedural Code also permits special
eviction proceedings, which are carried out in the same way as
ordinary proceedings. The Argentine Civil and Commercial Code
requires that a notice be given to the tenant demanding payment of
the amounts due in the event of breach prior to eviction, of no
lessthan ten days for leases for residential purposes, and
establishes no limitation or minimum notice for leases for other
purposes. However, historically, large court dockets and numerous
procedural hurdles have resulted in significant delays to eviction
proceedings, which generally last from six months to two years from
the date of filing of the suit to the time of actual
eviction.
Development and Use of the Land
Buenos Aires Urban Planning Code. Our real estate activities
are subject to several municipal zoning, building, occupation and
environmental regulations. In the City of Buenos Aires, where the
vast majority of the real estate properties are located, the Buenos
Aires Urban Planning Code (Código de Planeamiento Urbano de la
Ciudad de Buenos Aires) generally restricts the density and use of
property and controls physical features of improvements on
property, such as height, design, set-back and overhang, consistent
with the city’s urban landscape policy. The administrative
agency in charge of the Urban Planning Code is the Secretary of
Urban Planning of the City of Buenos Aires.
Buenos Aires Building Code. The Buenos Aires Building Code
(Código de Edificación de la Ciudad de Buenos Aires)
supplements the Buenos Aires Urban Planning Code and regulates the
structural use and development of property in the City of Buenos
Aires. The Buenos Aires Building Code requires builders and
developers to file applications for building permits, including the
submission to the Secretary of Work and Public Services
(Secretaría de Obras y Servicios Públicos) of
architectural plans for review, to assure compliance
therewith.
We
believe that all of our real estate properties are in material
compliance with all relevant laws, ordinances and
regulations.
Sales and Ownership
Buildings Law. Buildings Law No. 19,724 (Ley de Pre
horizontalidad) was repealed by the new Argentine Civil and
Commercial Code which became effective on August 1, 2015. The new
regulations provide that for purposes of execution of agreements
with respect to built units or units to be built under this regime,
the owner is required to purchase insurance in favor of prospective
purchasers against the risk of frustration of the operation
pursuant to the agreement for any reason. A breach of this
obligation prevents the owner from exercising any right against the
purchaser – such as demanding payment of any outstanding
installments due – unless he/she fully complies with his/her
obligations, but does not prevent the purchaser from exercising its
rights against seller.
Protection for the Disabled Law. The Protection for the
Disabled Law No. 22,431, enacted on March 20, 1981, as amended,
provides that in connection with the construction and renovation of
buildings, obstructions to access must be eliminated in order to
enable access by handicapped individuals. In the construction of
public buildings, entrances, transit pathways and adequate
facilities for mobility-impaired individuals must be provided
for.
Buildings
constructed before the enforcement of the Protection for the
Disabled Law must be adapted to provide accesses, transit pathways
and adequate facilities for mobility-impaired
individuals.
Those
pre-existing buildings, which due to their architectural design may
not be adapted to the use by mobility-impaired individuals, are
exempted from the fulfillment of these requirements.
The
Protection for the Disabled Law provides that residential buildings
must ensure access by mobility-impaired individuals to elevators
and aisles. Architectural requirements refer to pathways, stairs,
ramps and parking.
Real Estate Installment Sales Law. The Real Estate
Installment Sales Law No. 14,005, as amended by Law No. 23,266 and
Decree No. 2015/85, imposes a series of requirements on contracts
for the sale of subdivided real estate property regarding, for
example, the sale price which is paid in installments and the deed,
which is not conveyed until final payment of such price. The
provisions of this law require, among other things:
The
registration of the intention to sell the property in subdivided
plots with the Real Estate Registry (Registro de la Propiedad
Inmueble) corresponding to the jurisdiction of the property.
Registration will only be possible with regard to unencumbered
property. Mortgaged property may only be registered where creditors
agree to divide the debt in accordance with the subdivided plots.
However, creditors may be judicially compelled to agree to the
division.
The
preliminary registration with the Real Estate Registry of the
purchase instrument within 30 days of execution of the
agreements.
Once
the property is registered, the installment sale may not occur in a
manner inconsistent with the Real Estate Installment Sales Law,
unless seller registers its decision to desist from the sale in
installments with the Real Estate Registry. In the event of a
dispute over the title between the purchaser and third-party
creditors of the seller, the installment purchaser who has duly
registered the purchase instrument with the Real Estate Registry
will obtain the deed to the plot. Further, the purchaser can demand
conveyance of title after at least 25% of the purchase price has
been paid, although the seller may demand a mortgage to secure
payment of the balance of the purchase price.
After
payment of 25% of the purchase price or the construction of
improvements on the property equal to at least 50% of the property
value, the Real Estate Installment Sales Law prohibits the
termination of the sales contract for failure by the purchaser to
pay the balance of the purchase price. However, in such event, the
seller may take action under any mortgage on the
property.
Other Regulations
Consumer Relationship. Consumer or End User Protection. The
Argentine Constitution expressly establishes in Article 42 that
consumers and users of goods and services have a right to
protection of health, safety and economic interests in a consumer
relationship. Consumer Protection Law No. 24,240, as amended,
regulates several issues concerning the protection of consumers and
end users in a consumer relationship, in the arrangement and
execution of contracts.
The
Consumer Protection Law, and the applicable sections of the
Argentine Civil and Commercial Code are intended to regulate the
constitutional right conferred under the Constitution on the
weakest party of the consumer relationship and prevent potential
abuses deriving from the stronger bargaining position of vendors of
goods and services in a mass-market economy where standard form
contracts are widespread.
As a
result, the Consumer Protection Law and the Argentine Civil and
Commercial Code deem void and unenforceable certain contractual
provisions included in consumer contracts entered into with
consumers or end users, including those which:
●
deprive obligations
of their nature or limit liability for
damages;
●
imply a waiver or
restriction of consumer rights and an extension of seller rights;
and
●
impose
the shifting of the burden of proof against consumers.
In
addition, the Consumer Protection Law imposes penalties ranging
from warnings to the forfeiture of concession rights, privileges,
tax regimes or special credits to which the sanctioned party was
entitled, including closing down of establishments for a term of up
to 30 days.
The
Consumer Protection Law and the Argentine Civil and Commercial Code
define consumers or end users as the individuals or legal entities
that acquire or use goods or services free of charge or for a price
for their own final use or benefit or that of their family or
social group. In addition, both laws provide that those who though
not being parties to a consumer relationship as a result thereof
acquire or use goods or services, for consideration or for
non-consideration, for their own final use or that of their family
or social group are entitled to such protection rights in a manner
comparable to those engaged in a consumer
relationship.
In
addition, the Consumer Protection Law defines the suppliers of
goods and services as the individuals or legal entities, either
public or private, that in a professional way, even occasionally,
produce, import, distribute or commercialize goods or supply
services to consumers or users.
The
Argentine Civil and Commercial Code defines a consumer agreement as
such agreement that is entered into between a consumer or end user
and an individual or legal entity that acts professionally or
occasionally or a private or public company that manufactures goods
or provides services, for the purpose of acquisition, use or
enjoyment of goods or services by consumers or users for private,
family or social use.
It is
important to point out that the protection under the laws afforded
to consumers and end users encompasses the entire consumer
relationship process (from the offering of the product or service)
and it is not only based on a contract, including the consequences
thereof.
In
addition, the Consumer Protection Law establishes a joint and
several liability system under which for any damages caused to
consumers, if resulting from a defect or risk inherent in the thing
or the provision of a service, the producer, manufacturer,
importer, distributor, supplier, seller and anyone who has placed
its trademark on the thing or service shall be liable.
The
Consumer Protection Law excludes the services supplied by
professionals that require a college degree and registration in
officially recognized professional organizations or by a
governmental authority. However, this law regulates the
advertisements that promote the services of such
professionals.
The
Consumer Protection Law determines that the information contained
in the offer addressed to undetermined prospective consumers, binds
the offeror during the period in which the offer takes place and
until its public revocation. Further, it determines that
specifications included in advertisements, announcements,
prospectuses, circulars or other media bind the offeror and are
considered part of the contract entered into by the
consumer.
Pursuant
to Resolution No. 104/05 issued by the Secretariat of Technical
Coordination reporting to the Argentine Ministry of Economy, the
Consumer Protection Law adopted Resolution No. 21/2004 issued by
the Mercorsur's Common Market Group which requires that those who
engage in commerce over the Internet (E-Business) shall disclose in
a precise and clear manner the characteristics of the products
and/or services offered and the sale terms. Failure to comply with
the terms of the offer is deemed an unjustified denial to sell and
gives rise to sanctions.
On
September 17, 2014, the Consumer Protection Law was modified by the
enactment of Law Nº 26,993, which is called “System for
Conflict Resolution in Consumer Relationships” as it provides
for the creation of new administrative and judicial procedures for
this field of Law. It has created a two-instance administrative
system: the Preliminary Conciliation Service for Consumer
Relationships (Servicio de
Conciliación Previa en las Relaciones de Consumo,
COPREC) and the Consumer Relationship Audit, and a number of courts
assigned to resolution of conflicts between consumers and producers
of goods and services (Fuero
Judicial Nacional de Consumo). In order to file a claim, the
amount so claimed should not exceed a fixed amount equivalent to 55
adjustable minimum living wages, which are determined by the
Ministry of Labor, Employment and Social Security. The claim is
required to be filed with the administrative agency. If an
agreement is not reached between the parties, the claimant may file
the claim in court. The administrative system known as Preliminary
Conciliation Service for Consumer Relationships (COPREC) is
currently in full force and effect. However, the court system
(fuero judicial nacional de
consumo) is not in force yet, therefore, any court claims
should be currently filed with the existing applicable courts. A
considerable volume of claims filed against us are expected to be
settled pursuant to the system referred to above, without
disregarding the full force and effect of different instances for
administrative claims existing in the provincial sphere and the
City of Buenos Aires, which remain in full force and effect, where
potential claims related to this matter could also be
filed.
Antitrust Law
Law No.
25,156, as amended, prevents trust practices and requires
administrative authorization for transactions that according to the
Antitrust Law constitute an economic concentration. According to
this law, mergers, transfers of goodwill, acquisitions of property
or rights over shares, capital or other convertible securities, or
similar operations by which the acquirer controls or substantially
influences a company, are considered as an economic concentration.
Whenever an economic concentration involves a company or companies
and the aggregate volume of business of the companies concerned
exceeds in Argentina the amount of Ps.200.0 million, in such case
the respective concentration should be submitted for approval to
the CNDC. The request for approval may be filed, either prior to
the transaction or within a week after its completion.
When a
request for approval is filed, the CNDC may (i) authorize the
transaction, (ii) subordinate the transaction to the accomplishment
of certain conditions, or (iii) reject the
authorization.
The
Antitrust Law provides that economic concentrations in which the
transaction amount and the value of the assets absorbed, acquired,
transferred or controlled in Argentina, do not exceed Ps.20.0
million each are exempted from the administrative authorization.
Notwithstanding the foregoing, when the transactions effected by
the companies concerned during the prior 12-month period exceed in
the aggregate Ps.20.0 million or Ps.60.0 million in the last 36
months, these transactions must be notified to the
CNDC.
As our
consolidated annual sales volume and our parent’s
consolidated annual sales volume exceed Ps.200.0 million, we should
give notice to the CNDC of any concentration provided for by the
Antitrust Law.
Taxes on the Transfer of Property and Sale of Meat and
Grains
Value Added Tax. This tax is applicable to the sale of
personal property, the hiring of works, the rendering of services
and the import of goods and services operated in Argentina. The
general tax rate is 21%.
The
value added tax law imposes a reduced rate, equal to 10.5% on the
sale price of live animals (including cattle, sheep, camels and
goats) as well as their meat and edible remains, fruits and
vegetables, all of which whether fresh, chilled, or frozen, which
have not undergone any cooking or manufacturing process turning
them into a manufactured product. This 10.5% reduced rate is also
applicable to the sale of grains (cereals and oilseeds, excluding
rice), and dry pulses (beans, peas, and lentils). In the case of
milk, the sale is subject to a 21% rate (except for sales to final
consumers, the federal government, the provinces, municipalities or
the City of Buenos Aires or any subordinate agencies, school or
university kitchens, health funds or entities under the scope of
paragraphs e), f), g) and m) of Section 20 of the Income Tax Law,
which are exempt).
The
sale of land and immovable property is not subject to this
tax.
Gross Sales Tax. This is a local tax (collected by the
provinces and the City of Buenos Aires) that levies gross revenues
derived from the ordinary development of a given business for
profit. When the same business is developed in more than one
jurisdiction, the tax is applicable pursuant to the regulations set
forth in the Multilateral Agreement, which establishes the
proportions allocable to each of the jurisdictions involved, so as
to prevent double or multiple taxation. In the City of Buenos
Aires, gross revenues derived from livestock raising and milk
production are subject to this tax at a general rate of 1%. In
certain provinces, the sale or primary goods is not
taxable.
Stamp Tax. This is a local tax that 23 provinces and the
City of Buenos Aires collect based on similar rules regarding
subject matter, tax base and rates. In general, this tax is levied
on instrumented acts, i.e.
executed and delivered by means of documents (e.g. acts related to
the constitution, transmission, or expiration of rights, contracts,
contracts for sales of stock and company shares, public deeds
relating to real property, etc.).
Both in
the Province and the City of Buenos Aires (federal district) the
stamp tax rate applicable to the transfer by public deed of real
property is 3.6%. The purchase and sale of real estate through
public deed, however, is not taxable –up to a certain value
of the property- if the real estate is used for permanent dwelling
purposes, and provided that it is the only property owned by the
purchaser.
Urban Properties and Investments Business (through our subsidiary
IRSA)
We
decided to break down the operations of our subsidiary IRSA into an
Operation Center in Argentina and an Operation Center in Israel.
From the Operation Center in Argentina, we, through IRSA and its
subsidiaries, manage the businesses in Argentina and the
international investments in the Lipstick Building in New York and
the Condor Hospitality Trust hotel REIT. From the Operation Center
in Israel, we manage IDBD.
As of
June 30, 2017, our investment in IRSA’s common shares amounts
to 63.76%.
The
following information corresponds to data of the segments extracted
from our subsidiary IRSA Inversiones y Representaciones
S.A.’s Annual Report and Financial Statements as of June 30,
2017.
The
revenue figures for fiscal year 2017 described in the different
tables correspond to the twelve-month period reported in
IRSA’s Financial Statements.
Description of main operations
Operation Center in Argentina.
Shopping Malls
As of
June 30, 2017, IRSA owns, through its subsidiary IRSA CP, a
majority interest in a portfolio of 16 shopping malls in Argentina,
15 of which are operated by IRSA CP. Of IRSA’s 16 shopping
malls, seven are located in the City of Buenos Aires, two in the
greater Buenos Aires area, and the rest located in different
provinces of Argentina (Alto Noa in the City of Salta, Alto Rosario
in the City of Rosario, Mendoza Plaza in the City of Mendoza,
Córdoba Shopping Villa Cabrera and Patio Olmos, operated by a
third party, in the City of Córdoba, La Ribera Shopping in
Santa Fé, through a joint venture, and Alto Comahue in the
City of Neuquén).
The
shopping malls IRSA operates comprise a total of 341,289 square
meters (3,673,604 square feet) of gross leasable area. Total tenant
sales in IRSA’s shopping malls, as reported by retailers,
were Ps.34,426 million for the fiscal year ended June 30,
2017 and Ps.28,854 million for fiscal year ended June 30,
2016, representing an increase of 19.3%. Tenant sales at
IRSA’s shopping malls are relevant to the Company’s
revenues and profitability because they are one of the factors that
determine the amount of rent that IRSA charges to its tenants. They
also affect the tenants’ overall occupancy costs as a
percentage of the tenant’s sales.
For the
fiscal year ended June 30, 2017, IRSA’s shopping malls
welcomed 105.8 million visitors and for the fiscal year ended
June 30, 2016, total visitors was
112.3 million.
Total Number of Visitors Per Fiscal Year at IRSA’s Shopping
Malls
(in millions)
The
following table shows certain information concerning IRSA’s
shopping malls as of June 30, 2017:
Shopping
malls
|
Date
ofacquisition/development
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alto
Palermo
|
Dec-97
|
City of Buenos
Aires
|
18,945
|
143
|
99.3
|
100.0
|
507,048
|
Abasto
Shopping(3) ..
|
Nov-99
|
City of Buenos
Aires
|
36,795
|
171
|
96.8
|
100.0
|
542,219
|
Alto
Avellaneda
|
Dec-97
|
Buenos Aires
Province
|
36,063
|
136
|
99.3
|
100.0
|
343,930
|
Alcorta
Shopping ..
|
Jun-97
|
City of Buenos
Aires
|
15,613
|
113
|
98.1
|
100.0
|
238,355
|
Patio
Bullrich
|
Oct-98
|
City of Buenos
Aires
|
11,760
|
91
|
97.6
|
100.0
|
145,803
|
Buenos Aires
Design
|
Nov-97
|
City of Buenos
Aires
|
13,697
|
62
|
97.2
|
53.7
|
55,837
|
Dot Baires
Shopping .
|
May-09
|
City of Buenos
Aires
|
49,499
|
158
|
99.9
|
80.0
|
332,968
|
Soleil Premium
Outlet……..………
|
Jul-10
|
Buenos Aires
Province
|
15,227
|
79
|
100.0
|
100.0
|
115,468
|
Distrito
Arcos
|
Dec-14
|
City of Buenos
Aires
|
14,692
|
67
|
100.0
|
90.0
|
120,351
|
Alto Noa
Shopping
|
Mar-95
|
Salta
|
19,059
|
90
|
99.4
|
100.0
|
88,515
|
Alto Rosario
Shopping(4)
|
Nov-04
|
Santa
Fé
|
31,807
|
150
|
99.6
|
100.0
|
247,190
|
Mendoza Plaza
Shopping
|
Dec-94
|
Mendoza
|
42,867
|
142
|
97.1
|
100.0
|
148,239
|
Córdoba
Shopping Villa Cabrera…..
|
Dec-06
|
Córdoba
|
15,445
|
108
|
98.1
|
100.0
|
87,752
|
La Ribera
Shopping(5)
|
Aug-11
|
Santa
Fé
|
10,054
|
68
|
97.6
|
50.0
|
28,293
|
Alto Comahue
....
|
Mar-15
|
Neuquén
|
9,766
|
104
|
96.4
|
99.9
|
58,164
|
Patio Olmos(6)
.
|
Sep-07
|
Córdoba
|
—
|
—
|
—
|
—
|
—
|
Total
|
|
|
341,289
|
1,682
|
98.5
|
|
3,060,134
|
(1)
Gross leasable area of each property. Excludes common areas and
parking spaces.
(2)
Calculated by dividing occupied square meters by leasable
area.
(3)
Excludes Museo de los Niños (3,732 square
meters).
(4)
Excludes Museo de los Niños (1,261 square
meters).
(5)
Owned through IRSA’s joint venture NPSF.
(6)
IRSA owns the historic building in the province of Cordoba where
Patio Olmos shopping is located, which mall is operated by a third
party.
The
following table sets forth total rental income for each of
IRSA’s 16 shopping malls for the periods
indicated:
|
For
the fiscal years ended June 30, (2)
|
|
|
|
|
|
|
Alto
Palermo
|
507,048
|
413,815
|
310,717
|
Abasto
Shopping
|
542,219
|
403,231
|
313,323
|
Alto
Avellaneda
|
343,930
|
279,949
|
208,515
|
Alcorta
Shopping
|
238,355
|
193,959
|
149,318
|
Patio
Bullrich
|
145,803
|
123,395
|
104,142
|
Buenos Aires
Design
|
55,837
|
47,160
|
37,950
|
Dot Baires
Shopping
|
332,968
|
271,411
|
210,121
|
Soleil Premium
Outlet
|
115,468
|
84,615
|
61,026
|
Distrito
Arcos
|
120,351
|
81,252
|
27,426
|
Alto Noa
Shopping
|
88,515
|
75,724
|
52,342
|
Alto Rosario
Shopping
|
247,190
|
189,335
|
145,762
|
Mendoza Plaza
Shopping
|
148,239
|
124,118
|
95,214
|
Córdoba
Shopping Villa Cabrera
|
87,752
|
70,302
|
56,286
|
La Ribera
Shopping(1)
|
28,293
|
21,884
|
15,255
|
Alto
Comahue
|
58,164
|
49,611
|
16,347
|
Total
|
3,060,134
|
2,429,763
|
1,803,743
|
(1)
Through
IRSA’s joint venture NPSF
(2)
Includes Base Rent,
Percentage Rent, Admission Rights, Fees, Parking, Commissions,
Revenues from non-traditional advertising and Others.
The
following table sets forth IRSA’s revenues from cumulative
leases by revenue category for the periods presented:
|
For
the fiscal year ended June 30,
|
|
|
|
|
|
|
|
Base
Rent(1)
|
1,685,900
|
1,261,418
|
33.7
|
Percentage
Rent
|
637,323
|
599,033
|
6.4
|
Total
Rent
|
2,323,223
|
1,860,451
|
24.9
|
Admission
rights
|
262,489
|
207,531
|
26.5
|
Fees
|
47,697
|
37,593
|
26.9
|
Parking
|
192,750
|
153,213
|
25.8
|
Commissions
|
122,389
|
105,013
|
16.5
|
Revenues from
non-traditional advertising
|
63,001
|
59,984
|
5.0
|
Others
|
48,588
|
5,977
|
712.9
|
Revenues before
Expenses and Collective Promotion Fund
|
3,060,134
|
2,429,763
|
25.9
|
Expenses and
Collective Promotion Fund
|
1,375,915
|
1,101,251
|
24.9
|
Total(2)
|
4,436,049
|
3,531,014
|
25.6
|
(1)
Includes
Ps.209.2 million in revenues from stands operating at
IRSA’s shopping
malls.
(2)
Does not include
Patio Olmos.
Tenant retail sales
Total
sales by IRSA’s shopping mall tenants, as reported by
retailers, increased 19.3%, to Ps.34,426 million for the
period ended June 30, 2017 from Ps.28,854 million for period
ended June 30, 2016. Tenant sales at IRSA’s shopping malls
are relevant to IRSA’s revenues and profitability because
they are one of the factors that determine the amount of rent that
IRSA charges to its tenants. They also affect the tenants’
overall occupancy costs as a percentage of the tenant’s
sales.
The
following table sets forth the total retail sales of IRSA’s
shopping mall tenants for the periods indicated:
|
For
the fiscal years ended June 30,
|
|
|
|
|
|
|
Alto
Palermo
|
4,169
|
3,499
|
2,662
|
Abasto
Shopping
|
4,604
|
4,043
|
3,150
|
Alto
Avellaneda
|
4,344
|
3,776
|
2,913
|
Alcorta
Shopping
|
2,207
|
1,899
|
1,475
|
Patio
Bullrich
|
1,236
|
1,061
|
889
|
Buenos Aires
Design
|
537
|
414
|
326
|
Dot Baires
Shopping
|
3,748
|
3,254
|
2,571
|
Soleil
|
1,726
|
1,282
|
938
|
Distrito
Arcos
|
1,455
|
962
|
340
|
Alto Noa
Shopping
|
1,587
|
1,325
|
1,069
|
Alto Rosario
Shopping
|
3,175
|
2,627
|
1,952
|
Mendoza Plaza
Shopping
|
2,734
|
2,369
|
1,907
|
Córdoba
Shopping
|
1,178
|
991
|
756
|
La Ribera
Shopping(1)
|
771
|
634
|
398
|
Alto
Comahue(2)
|
954
|
717
|
182
|
Total
|
34,426
|
28,854
|
21,526
|
(1)
Owned by NPSF, in
which IRSA is a joint venture partner.
(2)
Opened on
March 17, 2015.
The
following chart depicts aggregate gross sales for the fiscal years
represented of IRSA’s shopping mall tenants.
Aggregate Gross Sales per Fiscal Year
(in millions of Ps.)
Total sales by type of business
The
following table sets forth the retail sales of IRSA’s
shopping mall tenants by type of business for the periods
indicated:
|
For
the fiscal years ended June 30,
|
|
|
|
|
|
|
Anchor
Store
|
1,875
|
1,590
|
1,299
|
Clothing and
footwear
|
18,463
|
15,156
|
11,125
|
Entertainment
|
1,178
|
1,021
|
741
|
Home
|
957
|
784
|
617
|
Restaurant
|
3,671
|
2,723
|
1,938
|
Miscellaneous
|
3,963
|
3,368
|
2,589
|
Services
|
255
|
351
|
223
|
Electronic
appliances
|
4,064
|
3,861
|
2,994
|
Total
|
34,426
|
28,854
|
21,526
|
Occupancy rate
The
following table sets forth the occupancy rate expressed as a
percentage of gross leasable area of each of IRSA’s shopping
malls for the periods indicated:
|
|
|
|
|
|
|
|
Abasto
Shopping
|
96.8
|
99.8
|
100.0
|
Alto
Palermo
|
99.3
|
99.5
|
99.7
|
Alto
Avellaneda
|
99.3
|
100.0
|
99.9
|
Alcorta
Shopping
|
98.1
|
89.1
|
100.0
|
Patio
Bullrich
|
97.6
|
99.1
|
100.0
|
Alto
Noa
|
99.4
|
100.0
|
100.0
|
Buenos Aires
Design
|
97.2
|
95.7
|
94.6
|
Mendoza
Plaza
|
97.1
|
95.2
|
96.1
|
Alto
Rosario
|
99.6
|
100.0
|
97.9
|
Córdoba
Shopping Villa Cabrera
|
98.1
|
99.2
|
99.8
|
Dot Baires
Shopping
|
99.9
|
100.0
|
99.7
|
Soleil Premium
Outlet
|
100.0
|
100.0
|
99.4
|
La Ribera
Shopping
|
97.6
|
99.3
|
99.3
|
Distrito
Arcos(1)
|
100.0
|
97.0
|
97.3
|
Alto
Comahue(2)
|
96.4
|
96.6
|
94.2
|
Total
|
98.5
|
98.4
|
98.7
|
(1)
Opened on
December 18, 2014.
(2)
Opened on
March 17, 2015.
The
following chart depicts the average occupancy rate for all
IRSA’s shopping malls for each fiscal year
presented:
Shopping Malls—Occupancy rates (%) per fiscal
year
Rental price
The
following table shows the annual average rental price per square
meter for the periods indicated:(1)
|
For
the fiscal years endedJune 30,
|
|
|
|
|
|
|
Abasto
Shopping
|
14,736
|
9,964
|
7,755
|
Alto
Palermo
|
26,765
|
21,819
|
15,898
|
Alto
Avellaneda
|
9,537
|
7,801
|
5,677
|
Alcorta
Shopping
|
15,267
|
12,217
|
9,675
|
Patio
Bullrich
|
12,399
|
10,473
|
8,950
|
Alto Noa
Shopping
|
4,644
|
3,977
|
2,744
|
Buenos Aires
Design
|
4,077
|
3,403
|
2,733
|
Mendoza
Plaza
|
3,458
|
2,952
|
2,264
|
Alto Rosario
Shopping
|
7,772
|
6,299
|
4,915
|
Córdoba
Shopping Villa Cabrera
|
5,682
|
4,512
|
3,672
|
Dot Baires
Shopping
|
6,727
|
5,468
|
4,215
|
Soleil Premium
Outlet
|
7,583
|
6,048
|
4,361
|
La Ribera
Shopping
|
2,814
|
2,222
|
1,564
|
Distrito
Arcos(2)
|
8,192
|
7,274
|
2,262
|
Alto
Comahue(3)
|
5,956
|
5,017
|
1,729
|
(1)
Corresponds to
consolidated annual accumulated rental prices divided by gross
leasable square meters. Does not include income from Patio
Olmos.
(2)
Opened on
December 18, 2014.
(3)
Opened on
March 17, 2015.
Lease expirations
The
following table sets forth the schedule of estimated lease
expirations for IRSA’s shopping malls for leases in effect as
of June 30, 2017, assuming that none of IRSA’s tenants
exercise their option to renew or terminate their leases prior to
expiration:
|
As of June 30, 2017
|
Expiration
(2)
|
Number
of agreements/stores
|
Square
meters due to expire(2)(3)
|
|
Amount
of lease payments(in thousands of Ps.)(3)
|
|
Vacant
stores
|
59
|
13,141
|
3.9
|
—
|
—
|
2017(1)
|
360
|
66,577
|
19.4
|
308,613,566
|
22.2%
|
2018
|
460
|
89,732
|
26.3
|
423,644,277
|
30.5%
|
2019
|
516
|
114,262
|
33.5
|
410,043,421
|
29.5%
|
2020 and subsequent
years
|
287
|
57,577
|
16.9
|
248,712,291
|
17.8%
|
Total(2)
|
1,682
|
341,289
|
100.0
|
1,391,013,556
|
100.0%
|
(1)
Includes vacant
stores as of June 30, 2017. A lease may be associated with one or
more stores.
(2)
Does not reflect
our ownership interest in each property.
(3)
Reflects the annual
Base Rent of agreements due to expire as of June 30,
2017
Five largest tenants of the portfolio
The
five largest tenants of the portfolio (in terms of sales) conforms
approximately 14.6% of their gross leasable area as of June 30,
2017 and represent approximately 9.2% of the annual base rent for
the fiscal year ending on June 30, 2017.
New leases and renewals
The
following table shows certain information about IRSA’s lease
agreements as of June 30, 2017:
|
|
|
|
Average
annual baserent
per
sqm (Ps.)
|
|
|
Type
of business
|
|
Annual
base rent amount (in millions of Ps.)
|
Annual
admission rights amount
(in
millions of Ps.)
|
|
|
Number
of non-renewed agreements
(1)
|
Non-renewed
agreements (1) annual base rent amount (in millions of
Ps.)
|
Clothing and
footwear
|
132
|
19.1
|
21.7
|
1,461.8
|
1,103.6
|
843
|
117.3
|
Restaurant
|
15
|
1.5
|
1.3
|
1,154.7
|
803.9
|
198
|
21.7
|
Miscellaneous(2)
|
27
|
3.6
|
7.8
|
1,111.7
|
824.4
|
248
|
34.2
|
Home
|
21
|
2.1
|
2.2
|
693.4
|
620.7
|
71
|
7.2
|
Services
|
1
|
0.0
|
0.0
|
790.2
|
1,865.9
|
67
|
4.3
|
Entertainment
|
2
|
0.5
|
0.1
|
93.3
|
70.5
|
25
|
5.6
|
Total
|
198
|
27.0
|
33.1
|
5,305.1
|
5,289
|
1,452
|
190.3
|
(1)
Includes vacant
stores as of June 30, 2017. Gross leasable area with respect to
such vacant stores is included under the type of business of the
last tenant to occupy such stores.
(2)
Miscellaneous
includes anchor store.
Principal Terms of our
Leases
Under
the Argentine Civil and Commercial Code lease terms may not exceed
20 or 50 years, except for leases regulated by Law
No. 25,248 which states leases on real property are not
subject to term restrictions. Generally, terms of IRSA’s
lease agreements range from three to ten years.
Leasable
space in IRSA’s shopping malls is marketed through an
exclusive arrangement with our wholly owned subsidiary and real
estate broker Fibesa S.A., or “Fibesa.” IRSA uses
a standard lease agreement for most tenants at its shopping malls,
the terms and conditions of which are described below. However,
IRSA’s largest or “anchor” tenants generally
negotiate better terms for their respective leases. No assurance
can be given that lease terms will be as set forth in the standard
lease agreement.
Rent
amount specified in our leases generally is the higher of
(i) a monthly Base Rent and (ii) a specified percentage
of the tenant’s monthly gross sales in the store, which
generally ranges between 3% and 10% of tenant’s gross sales.
In addition, pursuant to the rent escalation clause in most of our
leases, a tenant’s Base Rent generally increases between 21%
and 25% on an annual and cumulative basis from the thirteenth
(13th)
month of effectiveness of the lease. Although many of our lease
agreements contain price adjustment provisions, these are not based
on an official index nor do they reflect the inflation index. In
the event of litigation, there can be no assurance that we may be
able to enforce such clauses contained in our lease
agreements.
In
addition to rent, IRSA charges most of its tenants an admission
right, which must be paid upon execution of the lease agreement and
upon its renewal. The admission right is normally paid as a lump
sum or in a small number of monthly installments. If the tenants
pay this fee in installments, the tenants are responsible for
paying the balance of any such unpaid amount if they terminate the
lease prior to its expiration. In the event of unilateral
termination and/or resolution for breach by the tenants, tenants
will not be refunded their admission payment without IRSA’s
consent. IRSA leases its stores, kiosks and spaces in its shopping
malls through its wholly-owned subsidiary Fibesa. IRSA charges its
tenants a fee for the brokerage services, which usually amounts to
approximately three months of the Base Rent plus the admission
right.
IRSA is
responsible for providing each shopping mall rental unit with
electricity, a main telephone switchboard, central air conditioning
and a connection to a general fire detection system. IRSA also
provides the food court tenants with sanitation and with gas
systems connections. Each tenant is responsible for completing all
necessary installations within its rental unit, in addition to
paying direct related expenses, including electricity, water, gas,
telephone and air conditioning. Tenants must also pay for a
percentage of total expenses and general taxes related to common
areas. IRSA determines this percentage based on different factors.
The common area expenses include, among others, administration,
security, operations, maintenance, cleaning and taxes.
IRSA
carries out promotional and marketing activities to draw consumer
traffic to its shopping malls. These activities are paid for with
the tenants’ contributions to the Common Promotional Fund, or
“CPF,” which is administered by us. Tenants are
required to contribute 15% of their rent (Base Rent plus Percentage
Rent) to the CPF. IRSA may increase the percentage tenants must
contribute to the CPF with up to 25% of the original amount set
forth in the corresponding lease agreement for the contributions to
the CPF. IRSA may also require tenants to make extraordinary
contributions to the CPF to fund special promotional and marketing
campaigns or to cover the costs of special promotional events that
benefit all tenants. IRSA may require tenants to make these
extraordinary contributions up to four times a year provided that
each extraordinary contribution may not exceed 25% of the
tenant’s preceding monthly lease payment.
Each
tenant leases its rental unit as a shell without any fixtures and
is responsible for the interior design of its rental unit. Any
modifications and additions to the rental units must be
pre-approved by IRSA. IRSA has the option to charge the tenant for
all costs incurred in remodeling the rental units and for removing
any additions made to the rental unit when the lease expires.
Furthermore, tenants are responsible for obtaining adequate
insurance for their rental units, which must cover, among other
things, damage caused by fire, glass breakage, theft, flood, civil
liability and workers’ compensation.
Control Systems
IRSA
has computer systems equipped to monitor tenants’ sales
(except stands) in all of its shopping malls. IRSA also conduct
regular audits of its tenants’ accounting sales records in
all of its shopping malls. Almost every store in IRSA’s
shopping malls has a point of sale that is linked to a main server.
IRSA uses the information generated from the computer monitoring
system to prepare statistical data regarding, among other things,
total sales, average sales and peak sale hours for marketing
purposes and as a reference for the internal audit. Most of
IRSA’s shopping mall lease agreements require the tenant to
have its point of sale system linked to IRSA’s
server.
Competition
Given
that most of IRSA’s shopping malls are located in densely
populated areas, there are competing shopping malls within, or in
close proximity to, our target areas. The number of shopping malls
in a particular area could have a material effect on IRSA’s
ability to lease space in its shopping malls and on the rent that
IRSA is able to charge. IRSA believes that due to the limited
availability of large plots of land and zoning restrictions in the
City of Buenos Aires, it is difficult for other companies to
compete with IRSA in areas through the development of new shopping
malls. IRSA’s principal competitor is Cencosud S.A. which
owns and operates Unicenter Shopping and the Jumbo hypermarket
chain, among others.
The
following table shows certain information concerning the most
significant owners and operators of shopping malls in Argentina, as
of June 30, 2017.
Entity
|
Shopping
malls
|
Location(1)
|
|
|
|
|
|
|
|
|
|
|
|
IRSA
CP
|
Abasto de Buenos
Aires(5)
|
CABA
|
36,795
|
171
|
2.98
|
2.35
|
|
Alto
Comahue
|
Neuquén
|
9,766
|
104
|
0.79
|
1.43
|
|
Alto Palermo
Shopping
|
CABA
|
18,945
|
143
|
1.54
|
1.96
|
|
Buenos Aires
Design(7)
|
CABA
|
13,697
|
62
|
1.09
|
0.81
|
|
Dot Baires
Shopping(6)
|
CABA
|
49,499
|
158
|
4.01
|
2.17
|
|
Paseo
Alcorta(4)
|
CABA
|
15,613
|
113
|
1.26
|
1.55
|
|
Patio
Bullrich
|
CABA
|
11,760
|
91
|
0.95
|
1.25
|
|
Córdoba
Shopping(4)
|
Córdoba
|
15,445
|
108
|
1.25
|
1.48
|
|
Alto
Avellaneda(4)
|
GBA
|
36,063
|
136
|
2.92
|
1.87
|
|
Mendoza Plaza
Shopping (4)
|
Mendoza
|
42,867
|
142
|
3.46
|
1.95
|
|
Alto
Rosario(4)
|
Rosario
|
31,807
|
150
|
2.57
|
2.06
|
|
Alto
Noa(4)
|
Salta
|
19,059
|
90
|
1.54
|
1.23
|
|
La Ribera
Shopping(7)
|
Santa
Fé
|
10,054
|
68
|
0.80
|
0.91
|
|
Distrito
Arcos
|
CABA
|
14,692
|
67
|
1.18
|
0.92
|
|
Soleil Premium
Outlet(4)
|
GBA
|
15,227
|
79
|
1.23
|
1.08
|
Subtotal
|
|
|
341,289
|
1,682
|
27.56
|
23.02
|
Cencosud S.A.
|
|
|
277,203
|
1,237
|
22.44
|
16.95
|
Other
operators
|
|
|
617,594
|
4,378
|
50.00
|
60.03
|
Total
|
|
|
1,236,086
|
7,297
|
100.00
|
100.00
|
(1)
“GBA” means Greater Buenos Aires, the Buenos Aires
metropolitan area, and “CABA” means the City of Buenos
Aires.
(2)
Gross leasable area percentage equals the gross leasable area
divided by nationwide GLA.
(3)
Includes supermarkets.
(4)
Includes Museo de los Niños.
(5)
IRSA owns 80% of the equity of PAMSA.
(6)
IRSAs effective participation in ERSA is 53.68%, which operates the
concession related to this property.
Source: Argentine Chamber of Shopping Malls.
Seasonality
IRSA’s
business is directly affected by seasonality, influencing the level
of IRSA’s tenants’ sales. During Argentine summer
holidays (January and February) IRSA’s tenants’ sales
typically reach their lowest level, whereas during winter holidays
(July) and in Christmas (December) they reach their maximum level.
Clothing retailers generally change their collections in spring and
autumn, positively affecting IRSA’s shopping malls’
sales. Discount sales at the end of each season are also one of the
main seasonal factors affecting IRSA’s business.
Offices and Others
According
to Colliers International, as of March 2017, the A+ and A office
inventory increased since 2016, at 1,757,659 sqm. In terms of
rental availability, there was a 0.3% increase in the vacancy rate
to 4.5% during the second quarter of 2017 compared to the same
period the previous year. These values indicate that the market is
healthy in terms of its operations, allowing an optimum level of
supply with balanced values. According to the market segments,
class A properties show a vacancy rate of 8.6% for the entire
stock, while A+ properties buildings show a vacancy rate of
4.5%.
IRSA’s
is engaged in the acquisition and management of office buildings
and other rental properties in Argentina. As of June 30, 2017,
IRSA’s directly and indirectly owned interests in office
buildings and other rental properties, which comprised 331,571
square meters of gross leaseable area. Out of these properties, 9
were office properties, which comprised 87,920 square meters of
gross leaseable area. For fiscal year 2017, IRSA had revenues from
offices and other non-shopping mall rental properties of Ps.431
million.
All
IRSA’s office rental properties in Argentina are located in
the City of Buenos Aires. For the year ended June 30, 2017, the
average occupancy rate for all IRSA’s properties in the
Offices and Others segment was approximately 96.2%, without
considering the Philips building, acquired on June 5, 2017 as there
is a loan-for-use agreement executed with the seller until January
2018.
Compared
to the previous quarter, a 3.3% increase was recorded (from US$24.3
per square meter to US$25.1 per square meter). This slight increase
shows a 0.3% decrease in rental prices for A+ properties (US$28.8
per square meter in the first quarter of the year 2017 against
US$28.7 per square meter in the fourth quarter of the year 2016)
and a 1.2% decrease in rental prices for A properties (US$23.6 per
square meter in the first quarter of 2017 against US$23.3 per
square meter in the fourth quarter).
The
following table shows certain information regarding IRSA’s
office buildings, as of June 30, 2017:
|
|
|
|
Leasable area
(square meters)
|
87,920
|
81,020
|
111,678
|
Occupancy of total
portfolio (1)
|
96.2%
|
98.7%
|
98.1%
|
Rent in Ps./square
meter (1)
|
419.3
|
358.4
|
225.8
|
Rent in US$/square
meter (1)
|
25.3
|
24.0
|
24.90
|
(1)
Excludes the Phillips Building as there is a loan-for-use agreement
signed with the seller in effect until January 2018.
The
following table shows certain information regarding IRSA’s
office buildings, as of June 30, 2017:
|
|
|
|
|
|
Annual
accumulated rental income (in millions of Ps.) (4)
|
|
Date
of Acquisition
|
Gross
Leaseable Area (sqm) (1)
|
|
IRSA’s
Effective Interest
|
Monthly
Rental Income (in thousands of Ps.) (3)
|
|
|
|
Offices
|
|
|
|
|
|
|
|
|
Edificio
República (5)
|
04/28/08
|
19,885
|
95.2%
|
100.0%
|
9,114
|
112
|
72
|
62
|
Torre Bankboston
(5)
|
08/27/07
|
14,873
|
100.0%
|
100.0%
|
6,408
|
81
|
56
|
42
|
Bouchard
551
|
03/15/07
|
-
|
-
|
100.0%
|
235
|
3
|
3
|
10
|
Intercontinental
Plaza (5)
|
11/18/97
|
3,876
|
100.0%
|
100.0%
|
1,415
|
19
|
28
|
56
|
Bouchard 710
(5)
|
06/01/05
|
15,014
|
100.0%
|
100.0%
|
7,881
|
86
|
68
|
48
|
Dique
IV
|
12/02/97
|
-
|
-
|
-
|
-
|
0
|
15
|
32
|
Maipú
1300
|
09/28/95
|
803
|
50.6%
|
100.0%
|
143
|
6
|
6
|
16
|
Libertador
498
|
12/20/95
|
620
|
100.0%
|
100.0%
|
600
|
7
|
6
|
2
|
Suipacha 652/64
(5)
|
11/22/91
|
11,465
|
86.3%
|
100.0%
|
2,470
|
30
|
22
|
16
|
Dot Building
(5)
|
11/28/06
|
11,242
|
100.0%
|
80.0%
|
4,345
|
50
|
31
|
27
|
Philips Building
(5)
|
06/05/17
|
10,142
|
-
|
100.0%
|
-
|
-
|
-
|
-
|
Subtotal
Offices
|
|
87,920
|
96.2%
|
N/A
|
32,611
|
394
|
307
|
311
|
|
|
|
|
|
|
|
|
Other
Properties
|
|
|
|
|
|
|
|
|
Santa María
del Plata S.A
|
10/17/97
|
116,100
|
91.4%
|
100.0%
|
988
|
12
|
12
|
-
|
Nobleza Piccardo
(6)
|
05/31/11
|
109,610
|
94.0%
|
50.0%
|
1,775
|
13
|
2
|
8
|
Other Properties
(7)
|
N/A
|
17,941
|
N/A
|
N/A
|
1,317
|
13
|
11
|
7
|
Subtotal
Other Properties
|
|
243,651
|
90.0%
|
N/A
|
4,080
|
38
|
25
|
15
|
|
|
|
|
|
|
|
|
Total
Offices and Others
|
|
331,571
|
91.5%
|
N/A
|
36,691
|
432
|
332
|
326
|
(1)
Corresponds to the total leaseable surface area of each property as
of June 30, 2017. Excludes common areas and parking
spaces.
(2)
Calculated by dividing occupied square meters by leaseable area as
of June 30, 2017.
(3) The
lease agreements in effect as of June 30, 2017 were computed for
each property.
(4)
Corresponds to total consolidated lease agreements.
(5)
Through IRSA CP.
(6)
Through Quality Invest.
(7) Includes the following
properties: Ferro, Dot Adjoining Plot, Anchorena 665, Anchorena 545
(Chanta IV) and Intercontinental plot.
Management of office buildings
IRSA
generally acts as the manager of the office properties in which it
owns an interest. IRSA typically owns the entire building or a
substantial number of floors in the building. The buildings in
which IRSA owns floors are generally managed pursuant to the terms
of a condominium agreement that typically provides for control by a
simple majority of the interests based on owned area. As building
manager, IRSA handles services such as security, maintenance and
housekeeping, which are generally outsourced. The cost of the
services is passed through to, and paid for by, the tenants, except
in the case of IRSA units that have not been leased, if any, for
which IRSA bears the cost. IRSA markets its leasable area through
commissioned brokers or directly by IRSA.
Leases
IRSA
usually leases its offices and other rental properties by using
contracts with an average term of three years, with the exception
of a few contracts with terms of five years. These contracts are
renewable for two or three years at the tenant’s option.
Contracts for the rental of office buildings and other commercial
properties are generally stated in U.S. dollars, and in accordance
with Argentine law, they are not subject to inflation adjustment.
Rental rates for renewed periods are negotiated at market
value.
Occupancy rate
The
following table shows the occupancy rate of IRSA’s offices
for fiscal years 2017 and 2016:
|
|
|
|
|
Offices
|
|
|
Edificio
República
|
95.2%
|
100.0%
|
Torre
Bankboston
|
100.0%
|
100.0%
|
Intercontinental
Plaza
|
100.0%
|
100.0%
|
Bouchard
710
|
100.0%
|
100.0%
|
Suipacha
652/64
|
86.3%
|
90.7%
|
Dot
Building
|
100.0%
|
100.0%
|
Maipú
1300
|
50.6%
|
100.0%
|
Libertador
498
|
100.0%
|
100.0%
|
Philips
Building
|
-
|
-
|
Subtotal
Offices
|
96.2%
|
98.7%
|
Annual average income per surface area as of June 30, 2015, 2016
and 2017(1)
|
Annual
average income per square meter(1)
|
|
|
|
|
Offices
|
|
Edificio
República
|
5,671
|
3,615
|
3,115
|
Torre
Bankboston
|
5,345
|
3,778
|
2,819
|
Bouchard
551
|
0
|
0
|
-
|
Intercontinental
Plaza
|
5,409
|
4,291
|
2,484
|
Bouchard
710
|
5,692
|
4,539
|
3,219
|
Dique
IV
|
0
|
0
|
2,847
|
Maipú
1300
|
6,425
|
4,790
|
3,330
|
Libertador
498
|
9,739
|
10,464
|
3,149
|
Suipacha
652/64
|
2,617
|
1,961
|
1,399
|
Dot
Building
|
4,463
|
2,778
|
2,439
|
Philips
Building
|
-
|
-
|
-
|
(1) Calculated by
dividing annual rental income by the gross leaseable area of
offices based on IRSA’s interest in each building as of June
30 for each fiscal year.
New agreements and renewals
The
following table sets forth certain Information on lease agreements
as of June 30, 2017:
Property
|
Number
of Agreements (1)(5)
|
|
Rental
income per sqm New and Renewed(3)
|
Previous
rental income per sqm(3)
|
No.
of non-renewed agreements
|
Non-renewed
agreements Annual rental income(4)
|
Maipú
1300
|
1
|
912,402
|
659
|
528
|
1
|
1,604,411
|
Av. Del Libertador
498
|
1
|
3,831,017
|
515
|
468
|
-
|
-
|
Intercontinental
Plaza
|
1
|
8,681,505
|
403
|
388
|
2
|
3,236,708
|
Bouchard
710
|
4
|
19,197,834
|
475
|
473
|
2
|
7,105,419
|
Torre
BankBoston
|
5
|
49,861,824
|
423
|
452
|
1
|
876,401
|
Edificio
República
|
5
|
37,819,319
|
439
|
435
|
1
|
13,641,466
|
Dot
Building
|
5
|
36,963,345
|
356
|
316
|
-
|
-
|
Suipacha
664
|
6
|
22,087,186
|
234
|
246
|
-
|
-
|
Total
Offices
|
28
|
179,354,432
|
379
|
376
|
7
|
26,464,405
|
(1)
Includes new and
renewed agreements executed in fiscal year 2017.
(2)
Agreements stated
in US dollars converted into Pesos at the exchange rate prevailing
in the initial month of the agreement multiplied by 12
months.
(4)
Agreements stated
in US dollars converted into Pesos at the exchange rate prevailing
in the last month of the agreement, multiplied by 12
months.
(5)
Does not include
agreements of parking spaces, antennas or terrace
space.
Hotels
According
to the Hotel Vacancy Survey (EOH) prepared by INDEC, as of May
2017, overnight stays at hotel and parahotel establishments were
estimated at 2.8 million, 10.5% higher than the same month the
previous year. Overnight stays of resident and nonresident
travelers increased by 10.3% and 11.3%, respectively. Total
travelers who stayed at hotels during May, 2017 were 1.3 million,
accounting for a 9.9% increase compared to the same month the
previous year. The number of resident and nonresident travelers
increased by 10.0% and 9.6%, respectively. The 1.1 million resident
travelers represented 81.0% of the total number of travelers who
stayed at hotels. The Room Occupancy Rate in April was 35.3%,
showing a slight decline compared to the same month the previous
year. Moreover, the Bed Occupancy Rate for the same period was
25.2%, which represents a slight decrease compared to May
2016.
During
fiscal year 2017, IRSA kept its 76.34% interest in Intercontinental
hotel, 80.00% interest in Sheraton Libertador hotel and 50.00%
interest in Llao Llao.
The
following chart shows certain information regarding its luxury
hotels:
|
|
|
|
|
|
Fiscal
Year Sales as of June 30 (in millions)
|
Hotels
|
Date
of Acquisition
|
|
|
|
Average
Price per Room Ps.(2)
|
|
|
|
Intercontinental
(3)
|
11/01/1997
|
76.34%
|
309
|
73.9%
|
2,216
|
272
|
195
|
143
|
Sheraton Libertador
(4)
|
03/01/1998
|
80.00%
|
200
|
73.2%
|
1,954
|
151
|
119
|
94
|
Llao Llao
(5)
|
06/01/1997
|
50.00%
|
205
|
51.6%
|
5,245
|
302
|
220
|
159
|
Total
|
-
|
-
|
714
|
67.3%
|
2,803
|
725
|
534
|
396
|
|
(1)
Accumulated average in the twelve-month period.
|
(2)
Accumulated average in the twelve-month period.
|
(3)
Through Nuevas Fronteras S.A.
|
(4)
Through Hoteles Argentinos S.A.
|
(5)
Through Llao Llao Resorts S.A.
|
Hotel Llao Llao, San Carlos de Bariloche, Province of Río
Negro
In June
1997 IRSA acquired the Hotel Llao Llao from Llao Llao Holding S.A.
Fifty percent is currently owned by the Sutton Group. The Hotel
Llao Llao is located on the Llao Llao peninsula, 25 kilometers from
the City of San Carlos de Bariloche, and it is one of the most
important tourist hotels in Argentina. Surrounded by mountains and
lakes, this hotel was designed and built by the famous architect
Bustillo in a traditional alpine style and first opened in 1938.
The hotel was renovated between 1990 and 1993 and has a total
constructed surface area of 15,000 sqm and 158 original rooms. The
hotel-resort also includes an 18-hole golf course, tennis courts,
fitness facility, spa, game room and swimming pool. The hotel is a
member of The Leading
Hotels of the World, Ltd., a prestigious luxury hospitality
organization representing 430 of the world’s finest hotels,
resorts and spas. The Hotel Llao Llao is currently being managed by
Compañ’a de Servicios Hoteleros S.A., operator, among
others, of the Alvear Palace Hotel, a luxury hotel located in the
Recoleta neighborhood of Buenos Aires. During 2007, the hotel was
subject to an expansion and the number of suites in the hotel rose
to 205 rooms.
Hotel Intercontinental, City of Buenos Aires
In
November 1997, IRSA acquired 76.34% of the Hotel Intercontinental.
The Hotel Intercontinental is located in the downtown City of
Buenos Aires neighborhood of Montserrat, near the Intercontinental
Plaza office building. Intercontinental Hotels Corporation, a
United States corporation, currently owns 24% of the Hotel
Intercontinental. The hotel’s meeting facilities include
eight meeting rooms, a convention center and a divisible 588 sqm
ballroom. Other amenities include a restaurant, a business center,
a sauna and a fitness facility with swimming pool. The hotel was
completed in December 1994 and has 309 rooms.
Hotel Sheraton Libertador, City of Buenos Aires
In
March 1998 IRSA acquired 100% of the Sheraton Libertador Hotel from
Citicorp Equity Investment for an aggregate purchase price of US$23
million. This hotel is located in downtown Buenos Aires. The hotel
contains 193 rooms and 7 suites, eight meeting rooms, a restaurant,
a business center, a spa and fitness facilities with a swimming
pool. In March 1999, we sold 20% of our interest in the Sheraton
Libertador Hotel for
US$4.7 million to Hoteles Sheraton de Argentina. The hotel is
currently managed by Sheraton Overseas Management Corporation, a
United States corporation.
Bariloche Plot, “El Rancho,” San Carlos de Bariloche,
Province of Río Negro
On
December 14, 2006, through IRSA’s hotel operator subsidiary,
Llao Llao Resorts S.A., acquired a land covering 129,533 sqm of
surface area in the City of San Carlos de Bariloche in the Province
of Río Negro. The total price of the transaction was US$7
million, of which US$4.2 million were paid in cash and the balance
of US$2.8 million was financed by means of a mortgage to be paid in
36 monthly, equal and consecutive installments of US$0.086 million
each. The land is in the border of the Lago Gutiérrez, close
to the Llao Llao Hotel in an outstanding natural environment and it
has a large cottage covering 1,000 sqm of surface area designed by
the architect Ezequiel Bustillo.
Sale and Development of Properties and Land Reserves
Residential Development Properties
The
acquisition and development of residential apartment complexes and
residential communities for sale is one of IRSA’s core
activities. IRSA’s development of residential apartment
complexes consists of the new construction of high-rise towers or
the conversion and renovation of existing structures such as
factories or warehouses. In connection with IRSA’s
development of residential communities, IRSA frequently acquires
vacant land, develops infrastructure such as roads, utilities and
common areas, and sells plots of land for construction of
single-family homes. IRSA may also develop or sell portions of land
for others to develop complementary facilities such as shopping
areas within residential developments.
In
fiscal year ended June 30, 2017, revenues from the development and
sale of properties segment amounted to Ps.99 million, compared to
Ps.8 million posted in the fiscal year ended June 30,
2016.
Construction and
renovation works on IRSA’s residential development properties
are currently performed, under IRSA’s supervision, by
independent Argentine construction companies that are selected
through a bidding process. IRSA enters into turnkey contracts with
the selected companies for the construction of residential
development properties pursuant to which the selected company
agrees to build and deliver the development for a fixed price and
at a fixed date. IRSA is generally not responsible for any
additional costs based upon the turnkey contract. All other aspects
of the construction, including architectural design, are performed
by third parties.
Another
modality for the development of residential undertakings is the
exchange of land for constructed square meters. In this way, IRSA
delivers undeveloped pieces of land and another firm is in charge
of building the project. In this case, IRSA receives finished
square meters for commercialization, without taking part in the
construction works.
Development
|
Company
|
|
|
|
Area
intended for sale sqm (1)
|
Area
intended for construction
|
|
Location
|
Residential
properties
|
|
|
|
|
|
|
|
Available for
sale
|
|
|
|
|
|
|
|
Condominios del
Alto I
|
|
100%
|
|
-
|
2,082
|
-
|
100%
|
Santa
Fe
|
Condominios del
Alto II
|
|
100%
|
|
-
|
4,082
|
-
|
100%
|
Santa
Fe
|
Caballito
Nuevo
|
IRSA
|
100%
|
|
-
|
7,323
|
-
|
100%
|
CABA
|
Barrio
Chico
|
IRSA
|
100%
|
|
-
|
2,872
|
-
|
100%
|
CABA
|
El
Encuentro
|
IRSA
|
100%
|
|
-
|
127,748
|
-
|
100%
|
Buenos
Aires
|
Abril Club de Campo
– Plots
|
IRSA
|
100%
|
|
-
|
5,135
|
-
|
100%
|
Buenos
Aires
|
Abril Club de Campo
– Manor House (3)
|
IRSA
|
100%
|
|
31,224
|
34,605
|
-
|
100%
|
Buenos
Aires
|
Torres
Jardín
|
IRSA
|
100%
|
|
-
|
-
|
|
-
|
CABA
|
Horizons
|
IRSA
|
50%
|
|
-
|
60,232
|
-
|
100%
|
Buenos
Aires
|
Intangible –
Receivable units
|
|
|
|
|
-
|
|
|
|
Beruti (Astor
Palermo) (4)
|
|
100%
|
|
-
|
2,170
|
-
|
-
|
CABA
|
Caballito Manzana
35 (11)
|
IRSA
|
100%
|
|
-
|
6,952
|
-
|
-
|
CABA
|
CONIL - Güemes
836 – Mz. 99 and Güemes 902 – Mz. 95
and Retail
Stores
|
|
100%
|
|
1,389
|
-
|
5,994
|
-
|
Buenos
Aires
|
Canteras Natal
Crespo (2 commercial parcels)
|
IRSA
|
-
|
-
|
40,333
|
-
|
-
|
100%
|
Córdoba
|
Isla
Sirgadero
|
IRSA
|
100%
|
|
826,276
|
-
|
|
100%
|
Santa
Fe
|
Pereiraola
(Greenville)
|
IRSA
|
100%
|
|
-
|
39,634
|
-
|
-
|
|
Subtotal
Residential properties
|
|
|
|
899,222
|
292,835
|
5,994
|
|
|
Land
Reserves
|
|
|
|
|
|
|
|
|
Pilar R8 Km
53
|
IRSA
|
100%
|
|
74,828
|
-
|
-
|
-
|
Buenos
Aires
|
Pontevedra
|
IRSA
|
100%
|
|
730,994
|
-
|
-
|
-
|
Buenos
Aires
|
Mariano Acosta
Plot
|
IRSA
|
100%
|
|
967,290
|
-
|
-
|
-
|
Buenos
Aires
|
Merlo
|
IRSA
|
100%
|
|
1,004,987
|
-
|
-
|
-
|
Buenos
Aires
|
San Luis
Plot
|
IRSA
|
50%
|
|
3,250,523
|
-
|
-
|
-
|
|
Subtotal Land
reserves
|
|
|
|
6,028,622
|
-
|
-
|
|
|
Future
Developments
|
|
|
|
|
|
|
|
|
Mixed
Uses
|
|
|
|
|
|
|
|
|
UOM Luján
(5)
|
|
100%
|
|
1,160,000
|
-
|
|
N/A
|
Buenos
Aires
|
La
Adela
|
IRSA
|
100%
|
|
10,580,000
|
-
|
-
|
N/A
|
Buenos
Aires
|
Predio San Martin
(Ex Nobleza Piccardo) (6)
|
|
50%
|
|
159,995
|
-
|
500,000
|
N/A
|
Buenos
Aires
|
Puerto
Retiro
|
IRSA
|
50%
|
|
82,051
|
-
|
|
N/A
|
CABA
|
Solares Santa
María (7)
|
IRSA
|
100%
|
|
716,058
|
-
|
|
N/A
|
CABA
|
Residential
|
|
|
|
|
|
|
-
|
|
Coto Abasto Air
Space
|
|
100%
|
|
-
|
-
|
21,536
|
N/A
|
CABA
|
Neuquén
– Residential parcel
|
|
100%
|
|
13,000
|
-
|
18,000
|
N/A
|
Neuquén
|
Uruguay
Zetol
|
IRSA
|
90%
|
|
152,977
|
62,756
|
-
|
N/A
|
Uruguay
|
Uruguay Vista al
Muelle
|
IRSA
|
90%
|
|
102,216
|
62,737
|
-
|
N/A
|
Uruguay
|
|
|
|
|
|
|
|
|
Retail
|
|
|
|
|
|
|
|
|
Caballito Shopping
plot (8)
|
|
100%
|
-
|
23,791
|
-
|
|
N/A
|
CABA
|
Building Annexed to
Dot
|
|
80%
|
-
|
15,881
|
-
|
47,643
|
N/A
|
CABA
|
Offices
|
|
|
|
|
|
|
|
|
Philips Adjoining
plots - Offices 1 and 2
|
|
80%
|
|
12,800
|
-
|
38,400
|
N/A
|
CABA
|
Baicom
(10)
|
IRSA
|
50%
|
|
6,905
|
-
|
34,500
|
N/A
|
CABA
|
Intercontinental
Plaza II (9)
|
|
100%
|
|
6,135
|
-
|
19,598
|
N/A
|
CABA
|
Catalinas Norte
Plot
|
IRSA
|
100%
|
|
3,649
|
-
|
35,468
|
13%
|
CABA
|
Subtotal Future
Developments
|
|
|
|
13,035,458
|
125,493
|
715,145
|
|
|
Total Land
Reserves
|
|
|
|
19,963,302
|
418,328
|
721,139
|
|
|
(1)
Saleable Area means
the housing square meters proper, excluding 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 housing
square meters only, excludes parking and storage
spaces.
(3)
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).
(4)
Saleable Area
excludes 171 commercial parking spaces to be received and the units
as compensation.
(5)
Mixed Used
Feasibility requested, pending provincial approval.
(6)
Since January 2016,
the plot has been subject to a regulation called “CP”
(Comercial Principal), this
regulation allows the development of at least 500,000 sqm for mixed
uses (Commercial, Residential Properties, etc.)
(7)
Feasibility
requested for 716,058 buildable square meters, pending approval
from the Legislative body of the City of Buenos Aires.
(8)
Draft project of
71,374 buildable square meters, pending approval of zoning
parameters.
(9)
6,135 sqm of
surface area correspond to the parcel, which includes
Intercontinental I and II.
(10)
On July 19, 2017,
the IRSA sold land reserve which was owned by Baicom. For more
information, please se “Recent developments – Sale of
BAICOM land reserve.”
(11)
As
a consequence of the unfavorable rulings rendered by lower courts
and appellate courts, the Company and TGLT reached a settlement
agreement dated December 30 2016, whereby they agree to provide a
deed for the revocation of the barter agreement entered into 2011,
after TGLT resolves certain issues.
Residential Properties (available for sale)
In the
residential market, IRSA acquires undeveloped properties
strategically located in densely populated areas of the City of
Buenos Aires, particularly properties located near shopping malls
and hypermarkets or those to be constructed. IRSA then develops
multi-building high-rise complexes targeting the middle- and high-
income market. These are equipped with modern comforts and
services, such as open “green areas,” swimming pools,
sports and recreation facilities and 24-hour security. In the loft
buildings market, IRSA’s strategy is to acquire old buildings
no longer in use located in densely populated middle and
upper-middle income areas. The properties are then renovated into
unfinished lofts allowing buyers the opportunity to design and
decorate them according to their preferences.
Condominios del Alto II – City of Rosario, Province of Santa
Fe (IRSA CP)
As of
June 30, 2017, works in parcel H have been completed; all units
under the barter agreement have been received and 11 parking spaces
are available for sale.
Barrio Chico – City of Buenos Aires
This is
a unique Project located in Barrio Parque, an exclusive residential
area in the City of Buenos Aires. During May 2006, the
commercialization of the project was launched with successful
results. The image of the product was originally developed under
the name “Barrio Chico” through advertisements in the
most important media. As of June 30, 2017, the project has been
completed and 2 parking spaces are yet to be sold.
El Encuentro - Benavidez, Tigre – Province of Buenos
Aires
In the
district of Benavidez, Municipality of Tigre, 35 kilometers north
of downtown Buenos Aires, there is a 110-hectare gated residential
complex known as “El Encuentro,” consisting of a total
of 527 lots and a total saleable area of 610,785.15 sqm with two
privileged front accesses: the main one to V’a Bancalari and
the service one to Highway No. 9, allowing an easy way to and from
the city. As of June 30, 2017, marketing of the project has been
completed.
Horizons, Vicente López, Olivos, Province of Buenos
Aires.
The
IRSA-CYRELA Project, developed over two adjacent blocks, was
launched in March 2008 under the name Horizons. Horizons is one of
the most significant developments in Greater Buenos Aires,
featuring a new concept in residential complexes given its emphasis
on the use of common spaces. This project includes two complexes
with a total of six buildings: one complex faces the river and
consists of three 14-floor buildings, the “Río”
complex, and the other one, facing Libertador Avenue, consists of
three 17-floor buildings, it is known as the “Parque”
complex, thus totaling 59,000 square meters built of saleable area
distributed in 467 units (excluding the units to be delivered as
consideration for the purchase of the lands). Horizons is a unique
and style-innovating residential complex offering 32 amenities,
including a meeting room, work zone, heated swimming pools, mansion
with spa, sauna, gym, children room, teen room, thematically
landscaped areas, and aerobic trail. The showroom was opened to the
public in March 2008 with great success. As of June 30, 2017, the
project was fully built and 2 apartments and 2 parking spaces are
pending execution of the title deed. The stock available for sale
consists of 1 parking space and 30 storage spaces.
Intangibles – Units to be received under barter
agreements
Beruti Plot – City of Buenos Aires (IRSA CP)
On
October 13, 2010, IRSA and TGLT entered into an exchange
agreement in connection with a plot of land located at Beruti
3351/59 in the City of Buenos Aires for cash and 2,170 square
meters in future residential apartments to be constructed by TGLT
on the plot. In accordance with the terms of the agreement, TGLT
will transfer to IRSA (i) certain units to be determined,
representing 17.33% of the aggregate surface of the residential
space, (ii) a number of parking spaces to be determined,
representing 15.82% of the aggregate surface of the parking spaces,
(iii) all the commercial parking spots in the future building
and (iv) the sum of US$10.7 million. To ensure
performance of the obligations assumed by TGLT under the deed of
sale, a mortgage over the property was granted in IRSA’s
favor.
On
December 30, 2016, IRSA and TGLT signed the possession
certificate for 36 residential apartments totaling 2,413 square
meters, 32 residential parking spaces, and 171 commercial parking
spaces. As of June 30, 2017, IRSA assigned the possession of
22 residential apartments in exchange for of US$6.2 million
and five apartments in exchange for
US$1.8 million.
Caballito Plot – City of Buenos Aires
On June
29, 2011, the Company and TGLT, a residential developer, entered
into an agreement to barter a plot of land located in Méndez
de Andes street in the neighborhood of Caballito in the City of
Buenos Aires for cash and future residential apartments to be
constructed by TGLT on the mentioned land. TGLT plans to construct
an apartment building with parking spaces.The value of the
transaction was agreed upon US$12.8 million and consisted on a
payment in cash of US$0.2 million (US$159,375) and the transfer to
IRSA: (i) a number of apartments to be determined representing
23.10% of total square meters of residential space; (ii) a number
of parking spaces to be determined representing 21.10% of total
square meters of parking space; and (iii) in case TGLT builds
complementary storage rooms, a number to be determined,
representing 21.10% of square meters of storage space. TGLT is
committed to build, finish and obtain authorization for the three
buildings making up the project within 36 to 48 months. TGLT
mortgaged the land in favor of IRSA as guarantee.
A
neighborhood association named Asociación Civil y Vecinal SOS
Caballito secured a preliminary injunction which suspended
the works to be carried out by TGLT in the abovementioned property.
Once said preliminary injunction was deemed final, the Government
of the City of Buenos Aires and TGLT were served notice of the
complaint. At present, the Legislature of the City of Buenos Aires
has received a legislative bill to approve the zoning parameters
corresponding to this property which already has the consent of the
Executive Branch.
Conil – Avellaneda, Province of Buenos Aires (IRSA
CP)
These
plots of the Company face Alto Avellaneda shopping mall, totaling
2,398 sqm distributed in two opposite corners and according to
urban planning standards, around 6,000 sqm may be built. Its
intended use, either through an own development or sale to a third
party, is residential with the possibility of a retail space as
well. In November 2014, a barter deed was executed for the purpose
of developing a residential project and as consideration for it,
the Company will receive 1,389 sqm of retail stores located on the
ground floors of blocks 99 and 95, at Güemes 836 and
Güemes 902, respectively. Delivery of the consideration for
block 95 is expected to take place in January 2018, and that
corresponding to block 99 is scheduled for September 2018. The
barter price was US$0.7 million.
Pereiraola (Greenville), Hudson – Province of Buenos
Aires
In
April, 2010 IRSA sold Pereiraola S.A., a company owner of certain
lands adjacent to Abril Club de Campo that comprised 130 hectares,
for US$11.7 million. The purchaser would develop a project that
includes the fractioning into lots, a condo-hotel, two polo fields,
and apartment buildings. The delivery to the Company of 39,634
square meters of lots amounting to approximately US$3 million was
included in the sale price. At present the company is marketing its
52 lots.
Canteras Natal Crespo, La Calera – Province of
Córdoba
On June
26, 2013, IRSA sold 100% of its interest in Canteras Natal Crespo
S.A. representing 50% of its capital stock, to Euromayor S.A. de
Inversiones for US$4,215,000 according to the following payment
schedule: US$3,815,000 in cash and US$400,000 through the transfer
of almost 40,000 sqm for business purposes within the project to be
developed in the site known as Laguna Azul. Delivery of the
non-monetary consideration is pending.
Land Reserves and developments properties
Other Land Reserves – Pilar, Pontevedra, Mariano Acosta,
Merlo and San Luis Plots
IRSA
grouped here those plots of land with a significant surface area
the development of which is not feasible in the short term either
due to their current urban and zoning parameters, their legal
status or the lack of consolidation of their immediate environment.
This group totals around 14 million sqm.
Isla Sirgadero
On
September 3, 2015, the entire property was sold to several
companies for US$3.9 million, payable in 16 quarterly installments,
plus an installment in kind, land resulting from the final
blueprint, equivalent to 10% of the surface area. Delivery of the
non-monetary consideration is pending.
CAPEX 2017 IRSA and IRSA CP
|
|
|
|
|
|
Polo
Dot(1)
(First Stage)
|
|
|
Beginning of
Works
|
|
|
|
Estimated opening
date
|
|
|
|
Total GLA
(sqm)
|
32,000
|
35,468
|
4,000
|
Investment amount
at 100% (in millions)
|
|
|
US$28.5
|
Work progress
(%)
|
7.4%
|
3.0%
|
0%
|
(1)
IRSA’s
ownership on the development is through PAMSA, which owns 80% of
it. (subsidiary of IRSA CP).
(2)
55% of the
development corresponds to the Company. 45% corresponds to our
subsidiary IRSA CP.
(3)
100% of the
development owned by IRSA CP.
Alto Palermo Expansion
The
expansion project of the Alto Palermo shopping mall is currently
expected to add approximately 4,000 square meters of gross leasable
area to the shopping mall and consists of moving the food court to
a third level by using the area of an adjacent building acquired in
2015. During the fiscal year 2017, the demolition stage of this
expansion was finished.
First stage of Polo Dot
The
project called “Polo Dot” located in the commercial
complex adjacent to Dot Baires Shopping, has experienced
significant growth since our first investment in the area. The
total project is currently expected to consist of several office
buildings (one of which may include a hotel) on land reserves owned
by us and the expansion of the shopping mall by approximately
15,000 square meters of gross leasable area. At a first stage, we
intend to develop an office building with a proposed area of
approximately 32,000 square meters on an existing building, in
respect of which we have already executed lease agreements for
approximately 75% of the projected development. The construction
stage of this expansion started in late 2016, and we expect that
the building will become operational by late 2018. The second stage
of the project is currently expected to include two office/hotel
buildings that would add 38,400 square meters of gross leasable
area to the complex. We have seen a significant demand for premium
office spaces in this new commercial hotspot, and we believe that
these buildings have attractive prospects.
Catalinas Building
The
proposed building to be developed is currently expected to have
approximately 35,000 square meters of gross leasable area
consisting of 30 office floors and more than 300 parking spaces,
and will be located in the “Catalinas” area in the City
of Buenos Aires, one of the most sought after neighborhoods for
premium office development in Argentina. IRCP acquired from us
certain units in the building representing approximately 45% of the
value of the development and we maintains the remaining 55%. On
December 4, 2015, IRSA sold to Globant S.A. 4,896 square meters
corresponding to four office floors. The price for the acquisition
of these units was (i) Ps.180.3 million paid at signing of the
purchase agreement; (ii) US$8.6 million is payable in 12 quarterly
installments that started in June 2016; and (iii) the US$3.7
million balance is due when the property deed is transferred to us.
Construction work started in late 2016, and is currently expected
to be completed in approximately 3 years. As of June 30, 2017, we
had completed 3.0% of the construction work.
Future Developments
Mixed Use
Ex UOM – Luján, Province of Buenos Aires (IRSA
CP)
This
116-hectare plot of land is located in the 62 Km of the West
Highway, in the intersection with Route 5 and was originally
purchased by Cresud on May 31, 2008 from Birafriends S.A. for US$3
million. In May 2012, the Company acquired the property through a
purchase and sale agreement entered into between related parties,
thus becoming the current owner. Our intention is to carry out a
mixed-use project, taking advantage of the environment
consolidation and the strategic location of the plot. At present,
dealings are being carried out so as to change the zoning
parameters, thus enabling the consummation of the
project.
Ex Nobleza Piccardo Plant – San Martín, Province of
Buenos Aires (IRSA CP)
On
March 31, 2011, Quality Invest and Nobleza
Piccardo S.A.I.C. y F., or “Nobleza Piccardo,”
executed the title deed for the purchase of a plot of land
extending over 160,000 square meters located in the District of San
Martín, Province of Buenos Aires, currently intended for
industrial purposes and suitable in terms of characteristics and
scale for mixed-use developments. The price for the property was
US$33 million.
Simultaneously
with execution of the title deed, the parties entered into a lease
agreement whereby Nobleza leased the whole property for a term of
up to 36 months from May 2011. This lease agreement contained
a clause providing for partial return of the property from month
eight to month 14 from the date of execution. Prior to expiration,
an extension was executed for two to six months due to expire in
December 2012, and Quality Invest obtained usufruct rights to more
than half the plot of land. The return of the remaining area set
forth in the agreement and due to occur in May 2014 was further
extended until December 31, 2014. On March 2, 2015, a
certificate was executed by Nobleza and Quality Invest for full
return of the property, and the contract relationship between the
parties came to an end.
On
May 16, 2012, the Municipality of San Martín granted a
pre-feasibility permit for commercial use, entertainment, events,
offices, etc., which would enable performance of a mixed-use
development thereon.
Pursuant
to an Ordinance enacted on December 30, 2014, a process was
initiated to obtain a rezoning permit for the plot of land to be
used mainly for commercial purposes, which considerably expands the
uses and potential buildable square meters through new urban
indicators. On January 5, 2016, a Provincial Decree was
published in the Official Gazette of the Province of Buenos Aires
granting its approval, and the new urban and rezoning standards
thus became effective.
As
approved in the Ordinance, on January 20, 2015, Quality Invest
entered into a zoning agreement with the Municipality of San
Martín which governs various issues related to applicable
regulations and provides for a mandatory assignment of square
meters in exchange for monetary contributions subject to
fulfillment of certain administrative milestones of the rezoning
process, the first of which (for Ps.20 million) was paid to the
Municipality ten days after the execution of the aforementioned
agreement.
Moreover,
on June 27, 2016, the plot subdivision plan was filed with the
Municipality, in compliance with another significant milestone
agreed under the zoning agreement.
Currently
we are working in a draft project for the development of a thematic
Shopping Mall conceptualized as “Home Hipercenter” to
be constructed in the existing main warehouse. The project will
involve 50,000 sqm, divided into 30,000 sqm for the Shopping Mall
and 20,000 sqm for parking.
Also,
we are working jointly with an urban development firm in a
comprehensive master plan to design the remaining areas of the
facility. At present, the facility has a construction capacity of
over 500,000 sqm that may be used for different commercial purposes
as well as to build residential properties.
Concerning
the legal framework for the development and operation of the
Shopping Mall and the remaining segments, an addendum to the
original Agreement was already executed is being negotiated with
the Municipality of San Martín aimed at ensuringhaving ensured
certain rights in favor of Quality Invest that will be essential
for the consummation of the development..
Solares de Santa María – City of Buenos
Aires
Solares
de Santa María is a 70-hectare property facing the Río de
la Plata in the south of Puerto Madero, 10 minutes from downtown
Buenos Aires. We are owners of this property in which we intend to
develop an entrepreneurship for mixed purposes, i.e. our
development project involves residential complexes as well as
offices, stores, hotels, sports and sailing clubs, services areas
with schools, supermarkets and parking lots.
In the
year 2000, we filed a master plan for the Santa María del
Plata site, which was assessed by the Environmental Urban Plan
Council (Consejo del Plan Urbano
Ambiental, “COPUA”) and submitted to the Town
Treasurer’s Office for its consideration. In 2002, the
Government of the City of Buenos Aires issued a notice of public
hearing and in July 2006, the COPUA made some recommendations about
the project, and in response to the recommendations made by COPUA
to the project on December 13, 2006, we filed an amendment to the
project to adjust it to the recommendations made by COPUA, making
material amendments to our development plan for the area, which
amendments included the donation of 50% of the site to the City of
Buenos Aires for public use and convenience and a perimetrical
pedestrian lane along the entire site on the river
bank.
In
March 2007, a committee of the Government of the City of Buenos
Aires, composed of representatives from the Legislative and
Executive Branches issued a report stating that such Committee had
no objections to our development plan and requested that the Town
Treasurer’s Office render a decision concerning the scope of
the development plan submitted for the project. In November 2007,
15 years after the Legislative Branch of the City of Buenos Aires
granted the general zoning standards for the site, the Government
Chief of the City of Buenos Aires executed Decree No. 1584/07,
which passed the specific ruling, set forth certain rules for the
urban development of the project, including types of permitted
constructions and the obligation to assign certain spaces for
public use and convenience.
Notwithstanding
the approval of Decree No. 1584/07 in 2007, several municipal
approvals are still pending and in December 2007, a municipal court
rendered a decision restricting the implementation of our proposed
development plan, due to objections made by a legislator of the
City of Buenos Aires,alleging the suspension of Decree No. 1584/07,
and each construction project and/or the municipal permits granted
for business purposes. Notwithstanding the legality and validity of
Decree No. 1584/07, we entered into an agreement 5/10 that was
executed with the Government of the City of Buenos Aires, which has
been sent with a legislative bill to the Legislature of the City of
Buenos Aires under number 976-J-2010, for approval.
On
October 30, 2012 a new agreement was executed with the Government
of the City of Buenos Aires, replacing all those already executed,
whereby new obligations were agreed upon between the parties for
the consummation of the project. To that end, such Agreement, as
well as the previous ones, shall be countersigned and approved by
the Legislative Branch of the City of Buenos Aires by enacting a
bill that is attached to the project. The docket containing the
Bill of Law was reserved and is pending such legislative treatment.
The Agreement provided that if by February 28, 2014 the Bill of Law
was not enacted, it would become invalidated -current status to
date.
During
2016, a new Agreement was executed with the Executive Branch of the
City of Buenos Aires, including a new Bill of Law. The new Bill of
Law was submitted to the Legislative Branch of the City of Buenos
Aires for consideration and was approved by the relevant
commissions; yet, it was reserved as it had happened in 2012, and
its legislative treatment is still pending. The new Bill of Law may
remain in such status during legislative year 2017.
In
order to ensure the enactment of the desired law, treatment of the
previous bill must be resumed or a new Agreement including a Bill
of Law must be executed with the executive branch of the Government
of the City of Buenos Aires, and subsequently ratified through the
enactment of a Law by the Legislature of the Government of the City
of Buenos Aires.
Puerto Retiro – City of Buenos Aires
During
fiscal year 1998, the Company initiated negotiations with the
authorities of the Government of the City of Buenos Aires in order
to obtain a rezoning permit for the property, allowing a change in
the use of the property and setting forth new regulations for its
development.
At
present, this 8.3 hectare plot of land, which is located in one of
the most privileged areas of the city, near Catalinas, Puerto
Madero and Retiro and is the only privately owned waterfront
property facing directly Río de la Plata, is affected by a
zoning regulation defined as U.P. which prevents the property from
being used for any purposes other than strictly port
activities.
Under
the records of the proceedings for the extension of bankruptcy,
Puerto Retiro requested authorization to execute both leases with
the companies Los Cipreses S.A. and Flight Express S.A. for certain
areas of the property acquired for a term of five years each. While
authorization was granted by the lower court, the Court of Appeals
in Commercial Matters reversed such decision upon request of the
National Government and the receiver of Indarsa. Puerto Retiro
filed an extraordinary appeal that was denied.
The
Company was involved in a judicial action brought by the National
Government, to which this Board of Directors is totally alien. The
Management and the legal counsel to the Company believe that there
are sufficient legal and technical arguments to consider that the
petition for extension of the bankruptcy case will be dismissed by
the court. However, in view of the current status of the action,
its result cannot be predicted.
In
turn, Tandanor filed a civil action against Puerto Retiro and the
other defendants in the criminal case for violation of Section 174
(5) based on Section 173 (7) of the Criminal Code. Such action
seeks -on the basis of the nullity of the decree that approved the
bidding process involving the Dársena Norte property- the
restitution of the property and a reimbursement in favor of
Tandanor for all such amounts it has allegedly lost as a result of
a suspected fraudulent transaction involving the sale of the
property. In the criminal action, the claimant reported the
violation by Puerto Retiro of the injunction ordered by the
criminal court consisting in an order to stay (prohibición de innovar) and not to
contract with respect to the property disputed in the civil action.
As a result of such report, the Federal Court (Tribunal Oral Federal) No. 5 started
interlocutory proceedings, and on June 8, 2017, it ordered and
carried out the closing of the property that was subject to the
above mentioned lease agreements with Los Cipreses S.A. and Flight
Express S.A. with the aim of enforcing the referred order. As a
result, the proceedings were forwarded to the Criminal Court for it
to appoint the court that will investigate the alleged commission
of the crime of contempt.
Our
legal counsel considers that there is a chance of success of the
defense of Puerto Retiro, always taking into account that this is a
complex issue subject to more than one interpretation by legal
scholars and case law.
Residential
Coto Residential Project (IRSA CP)
The
Company owns approximately 23,000 sqm in air space over the top of
the Coto hypermarket that is close to the Abasto Shopping Mall in
the heart of the City of Buenos Aires. The Company and Coto Centro
Integral de Comercialización S.A. (“Coto”)
executed and delivered a deed dated September 24, 1997 whereby the
Company acquired the rights to receive parking units and the rights
to build on top of the premises located in the block formed by the
streets Agüero, Lavalle, Guardia Vieja and Gallo, in the
Abasto neighborhood.
In June
2016, a preliminary barter agreement was signed, subject to certain
conditions, for a term of one year, at the end of which the deed
will be signed. The project will be a residential development and,
as consideration, the Company will receive 3,621 square meters in
apartments plus a monetary payment of US$1 million. The
consideration for Torre I will be delivered by June 2021, while the
consideration for Torre II will be delivered by September 2022. The
value of the barter was set at US$7.5 million.
Córdoba Shopping Mall Project (IRSA CP)
The
Company owns a few plots adjacent to Córdoba Shopping Mall
with a construction capacity of approximately 17,300 square meters
in the center of the City of Córdoba.
In May
2016, a preliminary Barter Agreement was signed for 13,500 square
meters out of the total construction capacity, subject to certain
conditions, for a term of one year, at the end of which the deed
will be signed. It will be a mixed residential and office project
and, as part ofthe consideration, the Company will receive 2,160
square meters in apartments, parking spaces, plus the management of
permits, unifications and subdivisions in 3 plots. The
consideration will be delivered by May 2021 for Torre I and by July
2023 for Torre II. The value of the barter was US$4
million.
Neuquén Residential parcels– Neuquén, Province of
Neuquén (IRSA CP)
Through
Shopping Neuquén S.A., we own a plot of 13,000 sqm and a
construction capacity per FOT of 18,000 sqm of residential
properties in an area with significant potential. This area is
located close to the recently inaugurated shopping mall, the
hypermarket recently opened and a hotel to be constructed in months
to come.
Zetol S.A. and Vista al Muelle S.A. – District of Canelones
– Uruguay
In the
course of fiscal year 2009 we acquired a 100% ownership interest in
Liveck S.A., a company organized under the laws of Uruguay. In June
2009, Liveck had acquired a 90% stake in the capital stock of Vista
al Muelle S.A. and Zetol S.A., two companies incorporated under the
laws of Uruguay, for US$7.8 million. The remaining 10% ownership
interest in both companies is in the hands of Banzey S.A. These
companies have undeveloped lands in Canelones, Uruguay, close to
the capital city of Uruguay, Montevideo.
We
intend to carry out an urban project consisting in the development
and commercialization of 13 apartment buildings. Such project has
the “urban feasibility” status for the construction of
approximately 200,000 sqm for a term of 10 years, which was granted
by the Mayor’s Office of the Canelones department and by its
Local Legislature. Zetol S.A. and Vista al Muelle S.A. agreed to
carry out the infrastructure works for US$8 million as well as
minimum amount of sqm of properties. The satisfaction of this
commitment under the terms and conditions agreed upon will grant an
additional 10-year effective term to the urban feasibility
status.
The
total purchase price for Zetol S.A. was US$7 million; of which US$2
million were paid. Sellers may opt to receive the balance in cash
or through the delivery of units in the buildings to be constructed
in the land owned by Zetol S.A. equivalent to 12% of the total
marketable meters to be constructed.
Besides,
Vista al Muelle S.A. owned since September 2008 a plot of land
purchased for US$0.83 million. Then, in February 2010, plots of
land were acquired for US$1 million, the balance of which as of to
date amounts to US$0.28 million plus interest and will be repaid in
December 2014. In December 2010, Vista al Muelle S.A. executed the
title deed of other plots for a total amount of US$2.66 million, of
which US$0.3 million were paid. The balance will be repaid by
delivering 2,334 sqm of units and/or retail stores to be
constructed or in cash.
On June
30, 2009, the Company sold a 50% stake in Liveck S.A. to Cyrela
Brazil Realty S.A. for US$1.3 million. On December 17, 2010,
together with Cyrela Brazil Realty S.A. we executed a stock
purchase agreement pursuant to which we repurchased from Cyrela
Brazil Realty S.A. a 50% shareholding in Liveck S.A. for US$2.7
million. Accordingly, as of June 30, 2016, our stake, through
Tyrus, in Liveck is 100%.
As a
result of the plot barter agreements executed in due time between
the IMC, Zetol S.A. and Vista al Muelle S.A. in March 2014, the
parcel redistribution dealing was concluded. This milestone, as set
forth in the amendment to the Master Agreement executed in 2013,
initiates the 10-year term for the investment in infrastructure and
construction of the buildings mentioned above. At present, the
urban project and the design of the first tower are being
developed.
Retail
Caballito Plot – City of Buenos Aires (IRSA CP)
This is
a property of approximately 23,791 square meters in the City of
Buenos Aires, in the neighborhood of Caballito, one of the most
densely populated of the city, which we purchased in November 1997.
This plot would allow developing a shopping mall having 30,000
square meters, including a hypermarket, a cinema complex, and
several recreation and entertainment activity areas.As of the date
of this annual report construction permits are still pending and
the legislature of the City of Buenos Aires hasd received in 2016 a
legislative bill to approve the zoning parameters corresponding to
this property which hasd been approved by the Executive Branch on
the same year, currently the bill´s draft´s status at the
Legislature is pending.
Dot Adjoining Plot – City of Buenos Aires (IRSA
CP)
On May
3, 2012, the Government of the City of Buenos Aires, through the
General Office of Zoning Interpretation (Dirección General de Interpretación
Urban’stica) approved, through a pre-feasibility
study, the parcel subdivision of the ex-Philips plot contingent
upon the observance of the applicable building regulations in each
of the resulting parcels. In addition, all the uses and parameters
established under the municipal ordinance previously issued by the
above mentioned authority are being observed.
On June
3, 2013, we were given notice that the Government of the City of
Buenos Aires had approved the requested parcel subdivision of the
ex-Philips plot. As a result, the property was divided into three
parcels: 2 parcels of approximately 6,400 sqm and a parcel
adjoining DOT Baires Shopping, where at present the first stage of
the Polo Dot is being developed.
Offices
Philips Adjoining Plots 1 and 2 – City of Buenos Aires (IRSA
CP)
These
two parcels of 6,400 sqm with construction capacity of 19,200 sqm
each, are at present a significant land reserve jointly with a plot
where the extension of Dot Baires Shopping is planned. As a result
of major developments, the intersection of Av. General Paz and the
Panamerican Highway has experienced a significant growth in recent
years. The project of these parcels will conclude the consolidation
of this area.
Intercontinental Plaza II Plot - City of Buenos Aires (IRSA
CP)
The
Intercontinental Plaza
complex is located in the heart of the Monserrat district, situated
a few meters away from the most important avenue in the city and
the financial district. It comprises an office tower and the
exclusive Intercontinental Hotel. In the 6,135 square meter plot,
it would be feasible to develop a second office tower, including
19,600 square meters and 25 floors, that would supplement the one
already erected in the intersection of Moreno and Tacuar’
streets.
Disposals
of Investment Properties in Fiscal Year 2017
Sale of units in Intercontinental Building
IRSA
Propiedades Comerciales sold 2,647 leasable square meters
corresponding to three office floors and 24 parking units of
Intercontinental Plaza building, with the remaining 3,876 sqm in
such building being held by the company. The transaction amount was
US$9 million, and has been fully collected as of June 30,
2017.
Partial sales of “Maipú 1300”
building
In May
2017, 550 sqm were sold corresponding to the ground-floor store and
the 23rd
floor in the Maipú 1300 building, with the remaining 1,235 sqm
being held by the company. The transaction amount was agreed upon
in US$0.75 million for the ground-floor store and US$1.4 million
for the 23th Floor.
Sale of Rivadavia 2768 building
In May
2017, the remaining footage of Rivadavia 2768 building was sold.
The transaction amount was US$0.2 million.
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 58,000 sqm
and consists of 34 floors.
As of
June 30, 2017, the building’s occupancy rate was 95.15%, thus
generating an average rent of US$69.20 per sqm.
|
|
|
Lipstick
|
|
|
|
Gross Leaseable
Area (sqm)
|
58,094
|
58,094
|
-
|
Occupancy
|
97.33%
|
95.15%
|
|
Rental price
(US$/sqm)
|
66.67
|
69.20
|
3.79%
|
Since
June 2016, various leases have been renewed, equivalent to 4,995
sqm in aggregate (53,763 sf) with an average rent of US$84 per sqm.
In the same period, the entire floor 28 was occupied, with an
average rent of US$87 per sqm, for a term of 11 years. The
difference in the occupancy rate is explained by the release of
floor 27 and floor 31.
Moreover,
we successfully completed the building’s certification
process and obtained the LEED EB:
O&M Gold certification. The implementation of this
project started in July 2015, and it has concluded with a
certification that endorses the best environmental practices,
transforming the building’s operational
standards.
Finally,
in the southern wing of the lobby there is an exhibition since
September 2014 showcasing part of the work and life of the
celebrated Argentine architect César Pelli. The exhibition has
been conceived, designed and executed in close cooperation with
César Pelli’s architectural firm.
On
October 23, 2017, we communicated the extension of the term of the
non-recourse debt to IRSA of Metropolitan, owner of the Lipstick
Building in Manhattan, indirectly controlled by us in 49.9% for an
amount of US$113.1 million. For more information, please see
“Recent developments - Metropolitan’s debt
refinancing.”
Investment in Condor Hospitality Trust
We
maintain our investment in the Condor Hospitality Trust Hotel REIT
(NASDAQ: CDOR) mainly through our subsidiary Real Estate Strategies
L.P. (“RES”), in which we hold a 66.3% interest. Condor
is a REIT listed in Nasdaq focused on medium-class hotels located
in various states of the United States of America, managed by
various operators and franchises.
In
January 2017, Condor issued 150,540 new warrants in favor of RES,
which are entitled to one share each, at an exercise price of
US$0.001 per share and due in January 2019. The new warrants
replaced the former 3,750,000 warrants which entitled their holders
to one share each, at an exercise price of US$1.92 and due on
January 31, 2017. In addition, the Company exercised its conversion
rights in respect of the 3,245,156 Series D preferred shares (with
a par value of US$10 each) held by RES, into 20,282,225 common
shares of Condor (with a par value of US$0.01 per share), at the
agreed conversion price of US$1.60 per share, accounting for
US$32.4 million in the aggregate. At the same time, the Company
received 487,738 Series E preferred shares that are convertible
into common shares at US$2.13 each as from February 28, 2019,
paying dividends on a quarterly basis at 6.25% per
year.
Also in
February, Condor’s Board of Directors approved a one-for-6.5
reverse stock split, which was carried out after the close of
trading on March 15, 2017. The par value of the shares involved in
the reverse stock split remained at US$0.01 each, with the
conversion price of Series E preferred shares standing at US$13.845
and the exercise price of the warrants, at US$0.0065.
Subsequently,
in March, Condor conducted an initial public offering pursuant to
which it issued 4,772,500 new shares (including 622,500 additional
shares for the exercise of a call option granted to subscribers) at
a price of US$10.50 per share. The Company did not participate in
the offering.
As a
consequence of the aforementioned events, as of June 30, 2017, the
Company held 3,314,453 common shares of Condor’s capital
stock, accounting for approximately 28.5% of that company’s
capital stock and votes. The Company also held 487,738 Series E
preferred shares, 23,160 warrants and a promissory note convertible
into 97,269 common shares (at a price of US$10.4
each).
Financial Operations and Others
Our interest in Banco Hipotecario
As of
June 30, 2017, we held a 29.91% interest in Banco Hipotecario.
Established in 1886 by the argentine government and privatized in
1999, Banco Hipotecario has historically been Argentina’s
leading mortgage lender, provider of mortgage-related insurance and
mortgage loan services. All of its operations are located in
Argentina where it operates a nationwide network of 65 branches in
the 23 Argentine provinces and the City of Buenos Aires, and 15
additional sales offices throughout Argentina. Additionally, its
subsidiary Tarshop S.A. has 24 sales offices.
Banco
Hipotecario is an inclusive commercial bank that provides universal
banking services, offering a wide variety of banking products and
activities, including a wide range of individual and corporate
loans, deposits, credit and debit cards and related financial
services to individuals, small-and medium-sized companies and large
corporations. As of April 30, 2017, Banco Hipotecario ranked
thirteenth in the Argentine financial system in terms of
shareholders’ equity and fifteenth in terms of total assets.
As of June 30, 2017, Banco Hipotecario’s shareholders’
equity was Ps.6,681.2 million, its consolidated assets were
Ps.55,261.9 million, and its net income for the twelve-month period
ended June 30, 2017 was Ps.865.0 million. Since 1999, Banco
Hipotecario’s shares have been listed on the Buenos Aires
Stock Exchange in Argentina, and since 2006 it has had a Level I
ADR program.
Banco
Hipotecario continues its business strategy of diversifying its
loan portfolio. As a result, non-mortgage loans increased from
Ps.14,845.9 million as of December 31, 2014 to Ps.17,944.7 million
as of December 31, 2015, from Ps.24,305.4 million as of December
31, 2016 to Ps.28,147.3 million as of June 30, 2017, increasing the
interest in the aggregate loan portfolio to the non-financial
private sector (without considering mortgage loans) from 84.1% as
of December 31, 2014 to 89.9% as of June 30, 2017. Non-performing
loans represented 2.9% of its total portfolio as of June 30,
2017.
Furthermore,
Banco Hipotecario has diversified its funding sources, by
developing its presence in the local and international capital
markets and increasing its deposit base. Its financial debt
represented 49.4% of the total financing as of June 30,
2017.
Its
subsidiaries include BACS, a bank specialized in investment
banking, assets securitization and asset management, BHN Vida S.A.,
a life insurance company, BHN Seguros Generales S.A., a
homeowners’ insurance company and Tarshop S.A., a company
focused on selling consumer finance products and making cash
advances to unbanked clients.
Operations Center in
Israel
Investment in IDB Development Corporation
Acquisition of Control of IDBD
On May
7, 2014, the Company, acting indirectly through Dolphin, acquired,
jointly with E.T.H.M.B.M. Extra Holdings Ltd. (“ETH,”
company incorporated under the laws of the State of Israel)
controlled by Mordechay Ben Moshé, entered into a transaction
to acquire an aggregate of 106.6 million common shares in IDBD
representing 53.30% of its stock capital, in the context of a debt
restructuring transaction related to IDBD’s holding company,
IDBH. Under the terms of the agreement, Dolphin and ETH executed a
Shareholders’ Agreement and Dolphin and ETH each acquired a
50% interest in IDBD. The initial amount invested by each Company
was NIS 950 million, equivalent to approximately US$272 million at
the exchange rate prevailing on that date. On October 11, 2015,
IFISA (a company indirectly controlled by Eduardo S. Elsztain)
acquired ETH, and the directors appointed by ETH in IDBD tendered
their irrevocable resignation from the Board of Directors and
Dolphin became entitled to appoint new board members. Since that
date, we started to consolidate IDBD into our results of
operations. As of the date of this annual report, the investment
made from IRSA in IDBD is US$515 million, and IRSA’s indirect
equity interest reached 68.3% of IDBD’s undiluted stock
capital. For additional information please see “Significant acquisitions, dispositions and
development of business.”
Tender Offers
On
March 31, 2016, Dolphin satisfied its commitments under the
amendment to the debt restructuring agreement of IDBD’s
controlling company, IDBH, with its creditors (the
“Arrangement”). Such amendment was approved by 95% of
IDBD’s minority shareholders on March 2, 2016 and by the
competent court on March 10, 2016. As a result, as of March 3,
2016: (i) Dolphin purchased all the shares held by IDBD’s
minority shareholders; (ii) all the warrants held by IDBD’s
minority shareholders expired; and (iii) Dolphin made additional
contributions to IDBD in the form of a subordinated loan, as
described below.
The
price paid for each IDBD share to holders of record as of March 29,
2016 was: (i) NIS 1.25 million in cash, resulting in a total
payment of NIS 159.6 million (US$42.2 million); (ii) NIS 1.20 per
share through the subscription and delivery of IDBD’s Series
I bonds (“IDBD Bonds”) that was paid by Dolphin at par;
therefore, it subscribed bonds for NIS 166.5 million, including the
payments due to warrant holders; and (iii) the commitment to pay
NIS 1.05 million (subject to adjustment) in cash if Dolphin
receives authorization to assume control of Clal Insurance Company
Ltd. and Clal Insurance Business Holdings Ltd. or IDBD sells its
interest in Clal for a sale price per Clal share in excess of 75%
of its book value Dolphin being would be required to pay
approximately NIS 155.8 million (approximately US$40.8 million) in
aggregate.
Any
warrants held by minority shareholders that were not exercised as
of March 28, 2016, would be convertible at a price equal to the
difference (if positive) between NIS 2.45 and the warrant exercise
price, and payable in IDBD Bonds. In addition, Dolphin made a
capital contribution of NIS 348.4 million into IDBD, in exchange
for a subordinated loan, convertible into shares.
As
security for payment of each cash due to Clal shareholders, on
March 31, 2016, Dolphin granted a pledge over 28% of the stock
capital in IDBD it owns and its rights under a NIS 210 million
subordinated loan made on December 1, 2015 due from IDBD. If IDBD
issues new shares, additional shares shall be pledged until
reaching 28% of IDBD’s total stock capital.
Dolphin
has committed to abstain from exercising its right to convert the
subordinated loan into IDBD shares until the above mentioned pledge
is released. However, if the pledge is enforced, the
representatives of IDBH’s creditors will be entitled to
convert the subordinated debt into IDBD shares, up to a maximum of
35% of all IDBD shares outstanding.
On
April 3, 2016, IDBD’s shares were delisted from the TASE and
all the minority warrants were cancelled. IDBD continues to be
listed on TASE as a “Debentures Company” pursuant to
Israeli law, as it has bonds listed on such exchange.
In
March 2016, after the receipt of approval from the
shareholders’ meeting and the warrant holders of IDBD, and
approval of the Court, the Debt Settlement in IDBH was amended with
respect to the undertaking to perform tender offers for shares of
IDBD (the “Amendment To The Settlement”). The Amendment
To The Settlement included provisions according to which Dolphin
acquired from the minority shareholders all of the shares of IDBD,
in a manner whereby the control group began holding 100% of the
shares of IDBD, which became a debenture company (as defined in the
Companies Law). The consideration to the minority shareholders for
the acquired shares, and the cancellation of the undertaking to
perform the aforementioned tender offers, included: (a) payment, on
March 31, 2016, in cash, of NIS 1.25 per share; (b) payment, on
March 31, 2016, of NIS 1.20 per share, which was paid through
debentures (Series I), in an amount which was determined based on
their adjusted par value, and which were issued by IDBD against the
transfer by Dolphin to IDBD of an amount equal to the adjusted par
value of each debenture which was issued, as stated above; and (c)
an undertaking to pay a total of NIS 1.05 per share, contingent
upon the sale of shares of Clal or upon the receipt of a permit for
control of Clal, in accordance with the conditions which were
determined in the Amendment To The Settlement. Within the framework
of the Amendment To The Settlement, Dolphin injected into IDBD a
total of NIS 515 million (including, inter alia a subordinated loan
in the amount of NIS 15, as stated above, and including the
injection of funds against the allocation of debentures (Series I)
by IDBD, and any amount which was injected into the Company within
the framework of the exercise of the options). On March 15, 2016
and March 31, 2016, a total if NIS 85 million and NIS 248 million,
respectively, was injected into IDBD, by Dolphin, as part of the
implementation of the Amendment To The Settlement, as a
subordinated loan convertible into shares of IDBD. Additionally,
within the framework of the Amendment To The Settlement, all of the
options for shares of IDBD which were held by the public expired,
and the warrant holders of IDBD received payments or rights to
payments in accordance with the alternatives which were determined
in the Amendment To The Settlement. For additional infornation
please see “Significant
acquisitions, dispositions and development of
business.”
Within
the Operations Center in Israel, the Company operates in the
following segments:
Real Estate
PBC has
extensive activities in the revenue-generating properties segment
in Israel and in the United States, within the framework of two
operating segments which are reported as separate operating
segments of PBC- the yield bearer property segment in Israel and
abroad, and the Residential construction segment in the in Israel
and abroad. Moreover, PBC deals with the in agriculture, which is
not material to IDBD. As of the reporting date, PBC owns areas
intended for rent, in Israel, at a scope of approximately 1,160,000
square meters (as
compared with approximately 1,110,000 square meters as of December
31, 2015), revenue-generating properties in the United States - the
HSBC Tower in New York with an area of approximately 80,000 square
meters, and the Tivoli project in Las Vegas, with an area of
approximately 31,000 square meters (the share of PBC), as well as
land reserves with associated building rights at a scope of
approximately 655,000 square meters, which are intended for the
construction of revenue-generating properties in Israel, most of
which include approved rights in accordance with the relevant
zoning plan. The construction on these lands will be performed in
accordance with demand.
The
revenue-generating areas of PBC in Israel and in the United States
are used for various uses, of which the primary ones are as
follows:
●
Areas
rented for the use of offices and high tech industries
(“Office and Hi-Tech Uses”).
The
areas of PBC which are leased for Office and Hi-Tech Uses in Israel
are divided into two main types:
Business parks and office buildings for
hi-tech industries. PBC has expertise in the provision of
solutions for the special requirements of this industry, and builds
designated buildings which are adjusted to the needs of the
lessees, and also provides management services for those
buildings.
Office buildings. The office buildings
of PBC are located in high demand areas, and most are leased, at
high occupancy rates, to lessees which are mostly large, stable
companies, some international, generally for long lease periods.
Areas for office use are characterized by areas used as parking
lots, which constitute an inseparable part of the buildings. In the
foreign activities of PBC, the main property for office use is the
HSBC Tower on Fifth Avenue in New York.
●
Areas
rented for industry, workshop, logistics and storage uses
(“Industry and Logistics Uses”).
Areas
for Industry and Logistics Uses in Israel are characterized by
areas with a large single space, service yards and large
operational areas. In light of the rent which can be collected for
areas of this kind, which is relatively low, and the fact that
their construction generally requires construction on large areas
of land, PBC concentrates, as do other companies operating in the
segment, most of its industrial areas in periphery areas and in
areas located close to airports and seaports. The turnover rate of
lessees in areas for industrial use is low, and a significant part
of the industrial areas of PBC are leased to lessees who have been
using the same areas for many years.
●
Shopping
malls, commercial centers and recreational areas (“Uses for
Commercial and Recreational Centers”).
PBC’s areas
which are leased to commercial and recreational centers in Israel
include commercial centers, “Power Center” areas, which
are located in central areas or areas near major junctions at
highways from major cities, conference centers and recreational
centers. The areas of PBC which are rented for commercial purposes
abroad primarily include its share in the Tivoli project in Las
Vegas.
Associated
services in the revenue-generating properties segment in
Israel.
PBC
also provides management and maintenance services, primarily to
lessees in areas which are used for office and commercial
purposes.
Geographical
distribution
PBC divides its properties into two main regions - Israel and the
United States, and five sub-regions: in Israel - North, Center and
South; in the United States - Northeast and West.
According to the assessment of PBC, the difference between the
regions in Israel is primarily due the fact that, in Central
Israel, rent is significantly higher than the average rent in
Northern and Southern Israel. The common uses in Central and
Northern Israel are offices, hi-tech and commerce, while in
Southern Israel most properties are used for logistics and
industry, as well as commerce.
In the
United States, the properties of PBC are located in various states,
with different economic characteristics. According to the
assessment of PBC, the difference between the regions in the United
States is primarily due to the fact that the average rent in the
Northeast United States is significantly higher than the average
rent in Western United States, primarily due to the different
locations and uses (luxury office and commercial buildings in the
Northeastern United States, as compared with commercial centers in
occupancy and positioning processes in Western United States), as
well as the location of the properties (the centers of large cities
such as New York in the Northeastern United States, as compared
with their locations in residential neighborhoods in the Western
United States).
However,
even within each region (both in Israel and in the United States),
there are differences between the various sites, as well as
difference, in some cases, between the various properties in each
site, due to the type of property, the different designation of
each property, the age of the property, its physical condition,
etc.
Mix
of lessees
The
revenue-generating properties segment is characterized by a wide
variety of customers, including large and small companies and
business customers, as well as private customers.
PBC
engages with its customers mostly through medium and longer term
rental contracts, and in general, rental contracts in Israel
involve unprotected leases, and rent linked to the consumer price
index. The policy of PBC is to engage, as much as possible, in long
term contracts with high-quality lessees.
The
agreements with respect to areas which are built according to the
designated construction method in Israel are characterized by
buildings which are adapted to the specific requirements of the
designated customer. In light of the relatively significant initial
investment in the property, and the adjustment thereof to the
lessee’s specific needs, rental agreements for buildings of
this kind are signed for long periods, and generally include
options for the lessee to extend the lease period. Additionally,
some of the Group’s lessees perform, at their own expense,
works in the areas of the leased properties, and adapt them to
their needs. According to the assessment of PBC, these investments
may lessen the profitability of lessees in transferring to other
areas.
PBC has
no major lessee whose rent paid in 2016 constituted 10% or more of
the total income in the consolidated financial statements of
PBC.
Presented
below is a structural diagram of the primary holdings of PBC, from
the perspective of IDBD, as of December 31, 2016:
(1)
Gav-Yam is a public
company whose securities are listed for trading on the TASE. Most
of Gav-Yam’s activities are in the revenue-generating
properties segment, primarily hi-tech parks, business parks,
offices and logistical centers, as well as construction and
marketing, together with a partner, of a residential neighborhood
in Haifa. On December 5, 2016, PBC sold, to several institutional
entities, 14% of the issued share capital of Gav-Yam, for a gross
consideration of approximately NIS 391 million. As a result, the
holding rate of PBC in the issued capital of Gav-Yam decreased to
approximately 55.06%. for details, see Note 3(H)(2) to the
Financial Statements.
(2)
Matam is the rights
holder to revenue-generating properties in Science Based Industries
Park, one of the largest hi-tech industry parks in Israel, located
in the southern suburbs of the city of Haifa.
(3)
Ispro is a wholly
owned company of PBC, whose activities primarily include
revenue-generating properties, primarily commercial centers and
logistical areas.
(4)
Neveh-Gad - a
private company wholly owned by PBC, whose activities are primarily
in the residential construction segment.
(5)
Mehadrin is a
public company whose securities are listed for trading on the TASE.
Most of Mehadrin’s activities are in the agricultural
segment. Hadarim Properties and Phoenix Holdings Ltd. (which holds,
through a wholly owned subsidiary, 41.4% of Mehadrin) are
considered to be joint holders, by virtue of the shareholders
agreement between them, of approximately 86.8% of the voting rights
and of the right to appoint directors in Mehadrin.
(6)
PBC International
Investments was incorporated in Israel for the purpose of operating
in the field of revenue-generating properties and residential
construction abroad, through foreign subsidiaries and associate
companies.
(7)
As of proximate to
the publication date of the periodic report of 2016 of IDBD, a
wholly owned subsidiary of IDBD holds the balance of IDBG’s
share capital (50%). IDBG holds, together with additional
investors, real estate corporations which operate in Las Vegas. The
real estate corporation GW holds the rights to a commercial and
office areas (which is being built in stages). Tivoli project
(“GW” project) - As of proximate to the publication
date of the report, IDBG holds, directly and indirectly, the entire
share capital and voting rights of GW. The Tivoli project is a real
estate project which is located near a prestigious neighborhood in
Las Vegas, which is intended to mixed use, primarily including
commercial and office areas, as a unique recreational and shopping
center, and which includes three parts, with a total area of
approximately 80 thousand square meters (the “Commercial
Area”).The first part of the Tivoli project (“Triad
A”) is open to the public. Triad A has an area of 368
thousand square feet (approximately 34 thousand square meters),
which includes approximately 196 thousand square feet
(approximately 18 thousand square meters) of commercial areas, and
approximately 172 thousand square feet (approximately 16 thousand
square meters) of office areas. Additionally, the underground
parking lot of the entire commercial area is under construction. As
of the end of 2016, approximately 87% of the commercial and office
areas in Triad A have been rented. Proximate to the publication
date of the report, GW is working to market the remainder of areas
for rent. The construction of the second part of the Tivoli project
(“Triad B”) has concluded, and it opened to the general
public in October 2016. It includes commercial areas with an area
of approximately 155 thousand square meters (approximately 14
thousand square meters), and office areas of approximately 149
thousand square feet (approximately 14 thousand square meters).
Until now, rental agreements have been signed in Triad B with an
anchor tenant and additional tenants, with respect to commercial
areas of approximately 95 thousand square feet (approximately 9
thousand square meters), and with respect to office areas of
approximately 52 thousand square feet (approximately 5 thousand
square meters).The third part of the Tivoli project (“Triad
C”) is planned to include commercial and office areas with an
area of approximately 198 thousand square feet (approximately 18
thousand square meters). The construction of Triad C is in the
planning stages, and is scheduled for implementation in accordance
with progress in marketing. It is also noted that GW has rights for
the construction of 300 residential units on land located near the
GW project.GW has a loan from a local bank, the balance of which,
as of December 31, 2016, is approximately US$59 million. The
interest with respect to the aforementioned loan was set as LIBOR
plus 5% per year. The repayment date of the loan was extended by an
additional two years to December 31, 2018. The project is presented
in the reports of GW at fair value, based on a valuation of an
external independent valuer as of June 30, 2016, in the amount of
US$295 million. As a result, IDBD and PBC each recorded an
amortization of approximately NIS 21 million in the second quarter
of 2016. Until proximate to the publication date of the report, the
share of PBC in the investments in GW amounted to a total of
approximately US$274 million (including a total of US$212 million
with respect to loans (which bear interest of 15% per year), in
accordance with the memorandum of understanding, and includes a
total of US$50 million of loans, in accordance with the framework
agreement.
(8)
TPD Investment
Limited (in England) - PBC and DIC, through England Hotels -
Property & Building Ltd. (a company wholly owned by PBC)
(“Property & Building Hotels”) owns rights (20%) to
TPD Investment Limited (“TPD” or the “English
Company”), which primarily holds two hotels: the Hilton in
London, and the Hilton in Birmingham, as well as the rights
associated therewith (including approximately 1,900 hotel rooms
(cumulatively) and conference halls). The aforementioned hotels are
primarily geared to businesses and the conferences and conventions
market, and are managed by the Hilton chain, in accordance with
long term management agreements (until 2036), with options to
extend the management periods. The overall acquisition cost of the
Hilton London and Hilton Birmingham by TPD amounted to
approximately GBP 455 million, including expenses. The acquisition
cost was financed through a bank loan, which was provided by a
British bank, repayable in July 2014, with no right of recourse, in
the total amount of approximately GBP 395 million. The balance of
the acquisition amount, as stated above, in the amount of
approximately GBP 60 million, was financed from equity, where the
share of PBC in equity amounted to a total of approximately GBP
16.6 million, which was given as a shareholder’s loan, and
which bears annual interest of 6%. In March 2014, the English
partner (the “English Partner”) in the English Company
announced that refinancing had been performed, in which the English
Partner announced, inter alia, to PBC, that it has the option to
maintain its holdings (20%) through the provision of a
shareholder’s loan in the amount of GBP 5 million, and
conversion of the previous shareholder’s loan in the amount
of GBP 5.6 million to capital, or alternatively, to have its
holding rate diluted to 6.39%, and also stated, in its
announcement, that the dilution had been effectively implemented.
After the failure of the negotiations which were conducted between
PBC and the additional partner with the English Partner, PBC filed,
together with the additional partner, in April 2014, a claim with
the Court in London, demanding that the English Partner acquire
their holdings in TPD, in accordance with their market value, as
will be determined by the Court, as well as additional conventional
remedies in accordance with English law (the “Claim”).
On March 3, 2015, the English Partner and TPD filed a motion for
the receipt of an injunction against PBC and the additional
partner, according to which PBC and the additional partner would
refrain from performing any action in connection with the sale of
the hotels, and for the receipt of damages in the amount of over
GBP 100 thousand (the “Counterclaim”). PBC and the
additional partner reject the assertions raised in the
aforementioned motion, in all respects. In August 2015, PBC, the
additional partner and their corporate officers received a
statement of claim from the English Partner and from TPD, in which
damages were claimed which were allegedly incurred by TPD and the
English Partner, in an amount which will not fall below GBP 88.5
million (the “Statement Of Claim”). PBC rejected the
statement of claim in all respects. The hearing of the Claim
commenced in the Court in London at the end of June 2016, continued
in January 2017, and concluded in February 2017. A ruling has not
yet been given.
(9)
As described below,
PBC filed a claim against the dilution of its holdings to
6.39
The
following are the main Rental Properties and Properties under
development of PBC as of June 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings, facilities and improvements
|
|
|
Buildings, facilities and improvements
|
|
|
|
Fair Value at the end of the year
|
|
|
Rental properties
|
|
|
|
|
|
|
|
|
|
|
|
|
Tivoli
|
-
|
150
|
1,881
|
2,564
|
267
|
4,328
|
4,595
|
-
|
-588
|
4,007
|
|
oct-15
|
Kiryat
Ono Mall
|
-
|
392
|
731
|
1,180
|
763
|
1,540
|
2,303
|
-
|
-4
|
2,299
|
|
oct-15
|
Shopping
Center Modi’in A
|
|
223
|
289
|
510
|
434
|
588
|
1,022
|
-
|
4
|
1,026
|
|
oct-15
|
HSBC
|
|
5,753
|
2,136
|
6,587
|
11,190
|
3,286
|
14,476
|
-
|
830
|
15,306
|
1927-1984
|
oct-15
|
Matam
park - Haifa
|
|
576
|
2,913
|
3,576
|
1,121
|
5,944
|
7,065
|
-
|
56
|
7,121
|
1979-2015
|
oct-15
|
Herzeliya
North
|
-
|
944
|
1,403
|
2,524
|
1,836
|
3,035
|
4,871
|
-
|
-30
|
4,841
|
1996-2015
|
oct-15
|
Gav-Yam
Center - Herzeliya
|
|
748
|
817
|
1,518
|
1,455
|
1,628
|
3,083
|
-
|
60
|
3,143
|
1997-2006
|
oct-15
|
Neyar
Hadera Modi’in
|
-
|
186
|
272
|
550
|
363
|
645
|
1,008
|
-
|
-11
|
997
|
|
oct-15
|
Gav
yam park - Beer Sheva
|
|
34
|
402
|
455
|
67
|
824
|
891
|
-
|
30
|
921
|
|
oct-15
|
Haifa
Bay
|
-
|
123
|
235
|
351
|
238
|
471
|
709
|
-
|
11
|
720
|
|
oct-15
|
Others
PBC
|
Mortgage
|
1,790
|
2,052
|
4,523
|
3,482
|
4,833
|
8,365
|
-
|
305
|
8,67
|
|
|
Ispro
planet -BeerSheva -Phase1
|
-
|
154
|
294
|
973
|
300
|
1,121
|
1,421
|
-
|
-
|
1,421
|
|
oct-15
|
SHARON
|
Mortgage
|
329
|
319
|
660
|
639
|
669
|
1,308
|
-
|
56
|
1,364
|
|
oct-15
|
MERKAZ
|
-
|
110
|
81
|
280
|
215
|
256
|
471
|
-
|
-4
|
467
|
|
oct-15
|
ZAFON
|
-
|
12
|
10
|
76
|
24
|
74
|
98
|
-
|
26
|
124
|
|
|
Mizpe
Sapir
|
-
|
59
|
22
|
79
|
114
|
46
|
160
|
-
|
7
|
167
|
|
|
Others
|
-
|
172
|
498
|
951
|
334
|
1,287
|
1,621
|
-
|
119
|
1,740
|
n/a
|
oct-15
|
Total Rental properties
|
|
11,755
|
14,355
|
27,357
|
23,611
|
29,611
|
53,467
|
-
|
867
|
54,334
|
|
|
Undeveloped parcels of land
|
|
|
|
|
|
|
|
|
|
|
|
|
Tivoli
|
-
|
498
|
-
|
318
|
816
|
-
|
816
|
-
|
-320
|
496
|
|
oct-15
|
Others
|
-
|
1,113
|
5
|
1,156
|
2,166
|
108
|
2,274
|
-
|
168
|
2,442
|
n/a
|
oct-15
|
Total Undeveloped parcels of land
|
|
1,611
|
5
|
1,474
|
2,838
|
108
|
3,090
|
-
|
-152
|
2,938
|
|
|
Total
|
|
13,366
|
14,360
|
28,831
|
26,449
|
29,763
|
56,557
|
-
|
715
|
57,272
|
|
|
Activities of PBC in the residential construction segment in
Israel
The
products which are sold by PBC in the residential construction
segment are residential units offered for sale. The residential
units are built in the framework of complete residential
neighborhoods, including full environmental development and
associated community services. The activities of PBC in the
residential construction segment also include the identification
and development of new lands which are appropriate for residential
construction, in urban renewal projects (demolition-construction).
As of the reporting date, the balance of approved construction
rights for the projects in which PBC is a partner amounted to
approximately 1,790 residential units intended for construction (of
which the share of PBC is approximately 1,076 residential units),
where approximately 1,230 residential units are currently in
construction stages (of which, the share of PBC is approximately
820 residential units). In 2016, the construction of approximately
230 residential units was commenced, as compared with approximately
590 residential units in 2015. In 2016, 480 residential units were
sold (as compared with approximately 355 residential units in
2015). PBC’s revenues from the sale of residential units and
land which were applied to the statement of income in 2016 amounted
to approximately NIS 337 million, as compared with approximately
NIS 216 million in 2015. The scope of income from residential units
in the Financial Statements is affected by the timing of the
recognition of profit, in accordance with international accounting
standards, according to which income is only recognized when the
apartments are transferred to the apartment buyers. In 2016, 230 of
PBC’s residential units were occupied, as compared with
approximately 130 in 2015. Additionally, in 2016, approximately 70
residential units were occupied in a project which is being built
by an associate company of PBC (50%), whose results are reported as
part of PBC’s share in the profits (losses) of subsidiaries,
as compared with approximately 140 residential units in 2015. PBC
builds and markets, in the residential construction segment in
Israel, as of the reporting date, approximately 900 residential
units in 8 different complexes throughout the country.
Supermarkets
Shufersal
is a public company which was incorporated in Israel, whose shares
and debentures are listed for trading on the TASE. It is primarily
engaged in the ownership and management of a supermarket chain -
the largest and leading chain in Israel, in terms of sales volume.
Shufersal is also active in the real estate segment and in the
customer club credit card segment.
Shufersal operates in three operating segments: the retail segment,
the real estate segment, and the credit card customer club
management segment, as described below:
Retail segment. Retail marketing in the food and other
products segment is the primary operating segment of Shufersal,
which is the owner of the largest supermarket chain in Israel. As
of December 31, 2016, Shufersal operated 272 branches (as compared
with 277 branches at the end of 2015), within the framework of two
groups of branches: the “discount branches group” and
the “neighborhood branches group,” distributed
throughout the entire country, including four main retail formats,
as well as Shufersal Online, and activities in the health products
segment (under the brands “Organic Market” and
“Green”). In 2016, in addition to Shufersal, marketing
chains operated in the retail food market in Israel which operate
throughout the entire country, primarily in the discount market,
such as Rami Levy Hashikma Marketing, Yeinot Bitan, Victory
Supermarket Chain, Yohananof, Machsanei HaShuk, Hatzi Hinam, Osher
Ad, and others (the “Additional Marketing Chains,” and
jointly with Shufersal: the “Marketing Chains”); as
well as urban convenience stores and gas stations which generally
operate with continuous opening hours, throughout the entire week;
neighborhood grocery stores; open and closed markets; and specialty
stores. As of December 31, 2016 (with no significant change until
proximate to the publication of the report), Shufersal operated two
groups of branches throughout the entire country - the
“discount branches group” and the “neighborhood
branches group.” The aforementioned two groups include four
main retail formats throughout the country, which are intended
primarily for marketing purposes, and the positioning of the
specific branch for the relevant target market, as follows: (A) The
discount branches group: 113 branches according to the discount
branches format, featuring low prices throughout the entire year
(“Shufersal Deal”); 24 branches in the discount
branches format, which are intended for the general population, and
adapted to the needs of various population groups, by adjusting the
variety of products to the customer group, strict adherence to
Jewish dietary (“kashrut”) laws, and a simple shopping
experience (under the name “Yesh” (which includes two
sub-formats: “Yesh Neighborhood” and “Yesh
Chesed”)); Shufersal’s discount activity also includes
the marketing of products throughout the entire country through
various media (Shufersal Online). In 2016, the trend of increased
Shufersal sales through Shufersal Online continued. During 2016,
Shufersal sales through Shufersal Online constituted approximately
9% of Shufersal’s sales volume (as compared with
approximately 6% in 2015). Sales through Shufersal Online
contribute to an increase in sales, while retaining the high
service level given to Shufersal customers, including improvement
of the Shufersal Online channel for the benefit of Shufersal
customers by expanding the variety of products and content worlds.
This service provides a solution for the developing needs and
changes in the consumption habits of Shufersal customers, and for
the technological development which affect lifestyle, and therefore
withdrawal continues to place an emphasis on the development and
quality of theservice which is given to Shufersal customers who use
this channel. Shufersal Online is accessible to Shufersal customers
via telephone, fax and an application for the performance of
acquisitions using smartphones. Shufersal acts on a continuous
basis to improve service and to maintain itself at the forefront of
the relevant technology.
Real
estate segment. The real estate activities of Shufersal were
separated, beginning on April 1, 2013, into Shufersal Real Estate
Ltd. (“Shufersal Real Estate”), a wholly owned
subsidiary whose assets include both branches which are rented to
Shufersal (which are classified in Shufersal’s consolidated
financial statements as fixed assets), and real estate properties
which are rented out to third parties) which are classified in
Shufersal’s consolidated financial statements as investment
property). The aforementioned properties do not include
Shufersal’s logistical center in Rishon Letzion (including
the attached branch), and Shufersal’s new logistical center
in Shoham. The real estate activity includes: (A) The development
and betterment of the real estate as an additional, independent
business segment generating returns for Shufersal (such as the
rental of commercial areas to third parties), and unlocking value
for Shufersal and its shareholders; and (B) Integrating
Shufersal’s primary activity in the retail segment,
including: betterment and development of existing properties,
acquisition of lands for the purpose of building and operating
regional and local operating branches, and betterment and
construction of surrounding commercial areas to increase the scope
of activity in the complex. (B) The neighborhood branches group: 82
branches in the neighborhood branch format (“My
Shufersal”), with an emphasis on providing solutions in terms
of convenience, availability, freshness, and personalized service,
as well as 48 branches in the very small branches format in
neighborhoods and city centers, operated primarily by franchisees
(“Shufersal Express”); The activity in the neighborhood
branches group also includes the “Organic Market”
activity. Shufersal operates in its branches, as of December 31,
2016, 62 health areas throughout the country, under the brand
“Green,” and also operates 5 independent stores under
the brand “Organic Market.”
Presented
below are details regarding the real estate properties which are
owned by Shufersal Real Estate as of December 31,
2016:
|
|
Total
area (thousands of square meters)
|
Fair
value (NIS millions)
|
Branches rented to
Shufersal
|
68
|
130
|
1,646(1)
|
Properties under
construction which will be rented to Shufersal and to
externals
|
4
|
9(2)
|
76(1)(3)
|
Real estate
properties rented to externals (4)
|
21
|
49
|
501
|
Total
|
93
|
188
|
2,223
|
(1) The
fair value is in accordance with the presentation of these
properties in the books of Shufersal Real Estate. In the books of
Shufersal, these properties are classified according to their
amortized cost of acquisition, and not at fair value. The balance
of the amortized cost in the books of Shufersal as of December 31,
2016, which includes branches which are leased to Shufersal, and
branches under construction which will be leased to Shufersal,
amounted to NIS 965 million.
(2) Not
including lot areas regarding which, in 2016, a zoning plan was
approved which permits construction at a scope of approximately
40,000 built square meters
(3)
Including branches under construction with a total fair value of
NIS 34 million.
(4)
Rent and management fees with respect to these properties in 2016
amounted to approximately NIS 44 million, and the NOI with respect
to them (gross profit with respect to them in Shufersal Real
Estate, in annual terms) is approximately NIS 25
million.
Credit customer club management segment. This segment
constitutes a reportable operating segment in Shufersal’s
financial statements, beginning with the financial statements as of
December 31, 2015. Under this operating segment, Shufersal offers
to the general public (subject to the fulfillment of the minimum
conditions), the “Shufersal” credit card and the
“Yesh” credit card, which provide an extra-banking
credit facility and benefits to customers, in the vast majority of
Shufersal branches and refueling stations of Paz Ltd., and which
confer membership in Shufersal’s customer club. Shufersal was
engaged in an agreement with Leumi Card Ltd. (“Leumi
Card”) on all matters associated with the operation of credit
cards. Shufersal is also a limited partner in Shufersal Finance
Limited Partnership (and a shareholder in the general partner of
Shufersal Finance), together with Leumi Card and Paz Oil Company
Ltd. (“Paz”), whose purpose is the operation of credit
card activity and the provision of credit through the
aforementioned credit cards, and the provision of financial
services, the provision of agency services and the distribution of
various financial products to credit card holders and to private
customers (through Leumi Card). It is noted that the regulation
associated with the issuance and operation of the credit cards does
not apply to Shufersal, or to Shufersal Finance.
Telecommunications
Cellcom
is a public company which was incorporated in Israel, whose shares
are listed for trading on the TASE and on the New York Stock
Exchange, and whose debentures are listed for trading on the
TASE.
Cellcom
operates and sells to its customers various communication services.
Cellcom’s activity is divided into two segments - the mobile
segment and the landline segment.
Cellcom’s
activity in the mobile segment includes the provision of mobile
communication services in Israel, in accordance with licenses which
are extended from time to time, the sale of mobile equipment to end
users, and supplementary services. Cellcom holds a general license
from the Ministry of Communication which is valid until the end of
January 2022 (the “Mobile License”). As of the
reporting date, Cellcom provided mobile services to approximately
2.779 million subscribers, over several networks, most of which
feature a national distribution, which include calls, sending and
receipt of messages, and internet browsing. Cellcom also provides
its customers with accompanying services, such as content and data
services, and also offers end user equipment, and repair services
for end user equipment.
Cellcom’s
activity in the landline segment includes internet infrastructure
services (based on the wholesale landline market), beginning in May
2015, internet connectivity services (“internet provider
services),” television over internet services, beginning in
December 2014 (“Cellcom TV”), including television
channel broadcasts, including channels which are provided by Idan+
broadcasts, video on demand (VOD) broadcasts, and additional
advanced features, landline telephone services (“Landline
Services”) to the business and private sectors, data
communication services to business customers and communication
operators, international telephone services (“International
Telephone Services”) and additional services such as
conference call services, cloud computing services and information
security. Cellcom has licenses for the provision of the services
(except with respect to the television over internet services,
which do not require a license).
In June
2016, DIC acquired Cellcom shares at a total scope of approximately
NIS 13 million.
In
January 2017, Cellcom terminated the agreement for the acquisition
of the share capital of Golan Telecom Ltd. (“Golan” and
the “Golan Acquisition Agreement,”
respectively).
In
January 2017, after the end of the reporting period, Cellcom
annulled the 2015 agreement for the purchase of Golan Telecom Ltd.
(“Golan”), after the regulators’ refusal to
approve it and continuous litigation with Golan due to
Golan’s repeated breaches of its agreements with Cellcom.
Following a mediation process held with Golan: Golan entered a
share purchase agreement with Electra Consumer Products Ltd.
("Electra"),in which came into force as of the beginning of the
second quarter of 2017. Following the execution of the
aforementioned share purchase agreement with Electra the 3G and 4G
network sharing and 2G hosting sharing agreement between Cellcom
and Golan came into force; the aforementioned Company's 2015
purchase agreement of Golan was annulled; legal actions filed by
the Company and Golan against each other were
dismissed.
Cellcom
markets its products through dozens of service and sale centers and
dozens of licensed marketers throughout the country, a telephone
sales channel and an internet sales channel. Business customers
receive routine services through designated portfolio managers.
Cellcom provides services to its customers through telephone
hotlines, service centers, and several self-service channels
(including its website).
Mobile segment
Cellcom
operates in a highly competitive environment, which intensified
after the entry into the market of additional mobile communication
providers and regulatory changes which reduced barriers to entry
and barriers to transition. As of the reporting date, it competes
against eight other mobile communication operators: four mobile
communication operators which are license holders for the
construction of mobile networks (MNO): Partner, Pelephone
Communications Ltd. (“Pelephone”), Hot Mobile and Golan
(additionally, Xfone frequencies in a frequencies tender for the 4G
network, and has not yet entered the market), along with four
virtual operators - Rami Levy Hashikma Marketing Communications
Ltd. (“Rami Levy”), Home Mobile Ltd. (whose operations
were purchased by Cellcom, subject to the required approvals), Azi
Communications Ltd. and Select Communications Ltd.
According to
Cellcom’s estimate, the subscriber market shares of the
various mobile operators (based on “active
subscribers”) as of December 31, 2016 are as follows: Cellcom
- approximately 27.5%,; Partner approximately 26%,; Pelephone -
approximately 23%; Hot Mobile - approximately 13.8%; Golan -
approximately 7.8%; the other virtual operators together -
approximately 1.9%. Cellcom’s assessment regarding the market
share is based on the reports which were published to the public by
other operators, and on Cellcom’s assessments with respect to
operators which do not issue public reports. However, there is no
standard method for counting subscribers.
The
average annual churn rate of mobile subscribers in the Israeli
market in 2015 and in 2016 is estimated at approximately 38% and
36%, respectively, which is high relative to the churn rate in
other developed countries. The churn rate from Cellcom in 2015 and
2016 was 42% and 42.4%, respectively.
End user equipment - Creating a
connection between transactions for the provision of mobile
services and transactions for the acquisition of end user equipment
(including by way of the provision of airtime refunds for the
acquisition of end user equipment) is prohibited. This prohibition
has resulted in increased competition on the market. The increasing
competition in the mobile device sales segment has resulted in a
decrease in the scope of mobile devices sold by
Cellcom.
Landline segment
The Hot
and Bezeq groups are the only ones that own full landline
infrastructures in Israel. In June 2016, Partner announced that it
intends to create a national landline infrastructure. Cellcom is
evaluating the possibility of investment in IBC group (a company
owned by the Electric Corporation and an international group led by
Via Europa) (“IBC”), or the creation of the broad
landline infrastructure which it owns.
Internet services - access and
infrastructure - The two main internet infrastructure
providers for the private sector and the only groups that own
infrastructure which offer internet infrastructure services both
for to the internet access providers and to end user customers are
Bezeq and Hot. Bezeq also provides internet infrastructure services
to operators which do not own infrastructure, within the framework
of the wholesale landline market. In 2014, IBC also began
distributing its infrastructure and providing broadband services in
select areas. IBC’s license allows it to provide broadband
infrastructure services on the fiber optic infrastructure of the
Electric Corporation to other license holders, and to large
business customers. In 2016, IBC’s shareholders announced
their intention to raise capital by introducing additional
investors. As of the reporting date, Cellcom is evaluating the
possibility of investing in IBC.
Internet provider
services are provided, as of the reporting date, by the three major
internet providers: Cellcom, Bezeq International, Smile Telecom (a
subsidiary of Partner) and additional small providers, including
Xfone Communication Ltd. As of December 31, 2016, Cellcom provides
internet provider services to approximately 638,000 households, and
Cellcom estimates its market share as 25% of the market share, as
compared with 40% of the market share for Bezeq International, and
23% of the market share for Smile Telecom. The internet provider
market is highly competitive, saturated and characterized by
relatively low barriers to entry. The competition primarily focuses
on the ability to offer high internet connectivity speeds relative
to price. Insofar as IBC’s infrastructure is available to
possibility, this will boost Cellcom’s opportunity to compete
in the infrastructure and internet provider market, since this
would decrease Cellcom’s dependence on Bezeq and Hot as
infrastructure providers.
Multi-channel television
services - The market for multi-channel television for
payment is controlled by Hot and Yes (which provide this service,
as of September 30, 2016, to approximately 816,000 and 618,000
households, respectively). Cellcom began operating in this segment
at the end of December 2014, through a hybrid television service
which includes DTT broadcasts (television channels provided by the
digital cable television broadcast network which operates in Israel
and is distributed for free by the Second Authority for Television
and Radio (Idan+) (“DTT Broadcasts”) and OTT TV
services (television over internet), and as of December 31, 2016,
it provides this service to approximately 111,000 households. Other
market players can also use the DTT broadcasts in combination with
their own OTT services, similarly to Cellcom’s method of
operation in the segment. According to Partner’s
announcement, it will enter the television market in the first half
of 2017. In 2016, Netflix and Amazon Prime, began operating in
Israel, which provide internet-based VOD services, and Cellcom
estimates that these services are expected to constitute a
supplementary service to the television services which are offered
by the existing competitors. in March and September 2014, the
Antitrust Commissioner published the following requirements as a
condition for the merger in the Bezeq group, in order to facilitate
opening up the multi-channel television market to competition by
reducing barriers to entry in the television segment: (1) in
general, Bezeq will not charge a fee to internet providers with
respect to the consumption of internet provider services which are
due to multi-channel television broadcasts, and all of the existing
exclusivity arrangements to which Bezeq and Yes are party will be
canceled, with respect to non-original production television
content, and the engagement of exclusivity arrangements of this
kind will be prohibited in the future; and (2) The Bezeq / Yes
group will allow new television service providers to acquire
certain original productions of Bezeq for two years. The legal
merger between Bezeq and Yes was completed in 2015.
International call services -
Cellcom is a large provider of international call services.
Cellcom’s main competitors are Bezeq (through its subsidiary
- Bezeq International) and Partner (through its subsidiary - Smile
Telecom), and additionally, there are other competitors, such as
Xfone Communication Ltd., Rami Levy, Golan and Hot, through their
wholly owned subsidiaries or related companies. As of September 30,
2016, Cellcom’s market share is estimated at approximately
20%, Bezeq International at approximately 35%, Smile Telecom at
approximately 24%, and Hot-Net at approximately 12%. The
international call service market is highly competitive, with the
competition primarily based on the operator’s ability to
offer attractive pricing. Regulatory changes in this market have
resulted in increased competition. In recent years, the use of
alternative communication technologies, such as voice over IP, have
resulted in reduction of the telephone market, and particularly,
international telephone services. This trend is expected to
continue in the future at a moderate rate. This trend, together
with the inclusion of international telephone services in mobile
service and landline service communication packages at no
additional charge, have resulted in a decrease in income from these
services. The adoption of the proposed changes in regulation of the
international telephone services market, which includes the
possibility for offering international telephone services by
landline operators and the mobile operator themselves, and not
through separate companies, may increase competition and adversely
affect Cellcom’s results of operations.
Local landline services - The
landline telephone market has been controlled for many years by
Bezeq, a monopoly in the landline telephone market, which held
approximately 2/3 of the landline telephone market share (and a
larger market share among business customers), according to the
publications of the Ministry of Communication, and Hot. Additional
providers in the landline telephone services market include
Cellcom, Netvision (wholly owned by Cellcom), Partner-012 Smile and
Bezeq International. Cellcom’s penetration into the landline
telephone market is an important component in Cellcom’s
ability to offer a comprehensive package of services to its
subscribers. As of the reporting date, Cellcom offers landline
telephone services to business customers, and through VOB
technology, to its private customers. Cellcom estimates that its
market share in the landline telephone services market is
immaterial. Insofar as the wholesale landline market will include
landline telephone, Cellcom will be able to offer home landline
telephone services to its private customers through the wholesale
market. According to
Cellcom's second quarter 2017 results, in June 2017, the Ministry
of Communications published regulations setting Bezeq's resale
telephony service to be provided by Bezeq as of July 2017, as a
temporary 14 month alternative for wholesale landline telephony
service. In addition, the Ministry of Communications resolved that
Bezeq's obligation to offer wholesale telephony service, which was
to be offered by Bezeq as of May 2015, will be postponed until the
lapse of said resale telephony service period. The resolution
further notes that the Ministry of communications will consider the
resale telephony service as a permanent replacement of the
telephony wholesale service. The tariffs set for the resale
telephony service are substantially higher than those set for
Bezeq's telephony wholesale service. The Ministry of Communications
is holding a public hearing in relation to the aforementioned
tariffs, to be applied retroactively after its
conclusion.
Other landline services -
transmission services and data communication services are provided
by Bezeq, Hot, Partner and Cellcom, and are intended for business
customers and communication operators. In 2016, the competition in
this segment increased, primarily due to the plans offered by Hot
and Partner.
Fixed assets and facilities
Most of
Cellcom’s fixed assets include the mobile network equipment,
which includes base sites which are distributed throughout the
country, which provide broad communication coverage for the vast
majority of populated areas in the country, as well as a
transmission network (which includes optic fibers in a total length
of approximately 1,800 km., and microwave infrastructure),which
provides connectivity for Cellcom between most of its base sites,
and through which Cellcom also provides, to select business
customers, transmission services, data transfer and advanced
landline communication services. In 2017, Cellcom intends to
continue the distribution of its LTE network, and to continue
optimizing its networks in order to provide to its customers
maximum support for video and other content requiring
broadband.
Cellcom
has a backup network for disaster recovery with respect to its
engineering systems, which was intended to increase network
resiliency in case of damage to one of its components, and has
adopted a business continuity plan and a disaster recovery plan in
accordance with the requirements of its license.
As of
June 30, 2017, Cellcom’s fixed assets and intangible
assets amounted to
approximately NIS 2,916 million. In 2016, Cellcom’s
investments consisted in fixed assets and intangible assets,
including communication networks, network equipment and
transmission infrastructure.
Cellcom
rents 78 service centers and points of sale. Additionally, Cellcom
rents from various entities sites for the purpose of the
construction, maintenance and operation of communication facilities
which are used in Cellcom’s communication network. Based on
past experience, Cellcom encounters difficulties in extending the
leases of approximately 5% of the sites used for communication
facilities.
In June
2013, Cellcom renewed the permission agreement with the Israel Land
Administration, which manages the lands of the Development
Authority and the Jewish National Fund, for the use of land for the
construction and operation of small broadcast
facilities.
The
permission agreement determined that, subject to the receipt of
advance approval from the land managers, which will be given at the
request of Cellcom with respect to each site, Cellcom is entitled
to build and operate transmission facilities on land, during the
permission period, and specific permissions and contracts which
will be signed following the permission agreement are cancelable by
the land managers, by providing advance notice, in case of certain
events. Additionally, the permission agreement includes a
prohibition on the transfer of control of Cellcom without providing
a definition of the term control for this purpose.
Cellcom
has two main rental properties in Israel: (1) A long term agreement
for its technological center in Netanya, with an area of
approximately 11,000 square meters. The rental is for a period of
ten years, from August 2011, and Cellcom has the option to extend
the agreement for an additional period of 5 years, while in the
event that Cellcom does not exercise the option, it will be
required to pay compensation of approximately NIS 11 million. In
January 2015, Cellcom rented approximately 1,100 square meters
through a sublease for a period of five years, and in 2016, Cellcom
rented, through a sublease, an additional area of approximately
5,000 square meters, for a period of 6 years. The sublessees have
the option to extend the sublease for an additional period, under
certain conditions; and (2) A long term agreement for Cellcom
headquarters in Netanya, with an area of approximately 58,000
square meters (of which, approximately 26,000 square meters are
used for underground parking) until December 2022, which can be
extended by two additional periods of 5 years each. beginning in
2015, Cellcom has leased, through subleases, approximately one
quarter of the leased area for periods of up to five years. The
lessees have the option to extend the sublease for additional
periods. Cellcom also has two additional properties which it
leases: one in Haifa, with an area of approximately 8,900 square
meters, and the other in Rosh Ha’ayin, with an area of
approximately 3,300 square meters.
Intangible assets
Cellcom
has the right to use frequencies for the provision of communication
services in its communication networks.
In
August 2015, Cellcom was allocated 3 megahertz (“MHz”)
in the 1800 MHz range for 4G networks (in light of Cellcom’s
existing 1800 MHz frequencies). As opposed to the frequencies which
were provided in the past to Cellcom, which are valid during
Cellcom’s license period, the frequencies won by Cellcom, as
part of the tender, were provided for a period of 10 years.
Additionally, in order to provide optimal performance on the 4G
network, Cellcom will require additional frequencies beyond those
which were allocated to it in accordance with the 4G frequencies
tender, and due to the fact that the Ministry of Communication
believes that, for this purpose, Cellcom will clear 12 MHz in the
1800 MHz frequencies which were allocated to it for the purpose of
the 2G network, Cellcom cleared such frequencies in locations where
the low use of the 2G network, in combination with advanced and
modern software programs which allow it, with minimum adverse
impact on the performance of the 2G network. Additionally, insofar
as the network sharing agreements with Electra and Xfone, are
realized, Cellcom will be able to enjoy 10 MHz in the 1800 MHz
frequencies of Golan and Xfone. If the aforementioned frequencies
are not provided to Cellcom, Cellcom will hold a lower number of
frequencies than its competitors, which may result in harm to
Cellcom’s competitive position.
The
Ministry of Communication is evaluating the possibility of
replacing 850 MHz frequencies with 900 MHz frequencies. This
process will require Cellcom to perform significant investments in
its networks.
Cellcom
is a member of the GSM association, which includes various
operators from all over the world which use GSM technology, and
which meet the standards of the association. As a member of the
association, Cellcom is entitled to make use of the
association’s intellectual property rights, including use of
the GSM logo and trademark.
Cellcom
has rights to a large number of trademarks and trade names which
are registered under the names of Cellcom and Netvision, as
applicable. Additionally, several patents are registered under
Cellcom’s name.
Insurance
Clal
Insurance Enterprises Holdings is a public company which was
incorporated in 1987, in accordance with the laws of the State of
Israel. The shares of Clal have been listed for trading on the
stock exchange since 1988. Clal is a holding company which is
primarily engaged in the insurance, pension and provident funds
segments, and in the holding of assets and real and other
businesses (such as insurance agencies), and which constitutes one
of the largest insurance groups in Israel. Clal has three operating
segments: long term savings, non-life insurance and health
insurance.
Long term savings segment
General information regarding operating segment This operating
segment includes the life insurance branch, the pension funds
branch, the provident funds and study funds branch. The activities
in the life insurance branch were performed in 2016 through Clal
Insurance. The activity in the pension and provident fund branch
was performed in 2016 through the holdings of Clal Insurance in
Clal Pension and Provident Funds (100%) and in Atudot Havatika
(50%).
Products
and services.
The
products in the segment primarily provide solutions for the
retirement period to salaried employees and self-employed workers,
private investment solutions and coverages in case of death,
disability and loss of income due to loss of working capacity. Life
insurance products constitute a contractual undertaking between the
insurer and the policyholder, and include insurance plans which
allow the accrual of savings, for different time ranges, and
insurance plans and/or combinations in insurance plans which
include insurance covers for death, illness, loss of working
capacity and disability. A policyholder who has reached the end of
the insurance period is entitled to insurance benefits (the amounts
which have accrued in the savings component of the policy), in
accordance with the policy terms. The policyholder may choose,
subject to the provisions of the legislative arrangement, to
receive these amounts in a one-time amount (“Capital
Payment”), in lifetime payout installments
(“Annuity”), or as a combination of the two, according
to the policy terms; In some Annuity products, the policyholder
benefits from an Annuity factor which is protected against extended
life expectancy, and which is determined on the acquisition date of
the policy, or on the commencement date of the payment of the
Annuity to the policyholder, or which can be acquired once the
policyholder reaches at least age 60. Pension funds constitute a
mutual insurance fund, and operate in accordance with regulations
which may change from time to time. A pension fund member is
entitled to receive, beginning on the retirement date, lifetime
Annuity payments, which are based on Annuity factors which do not
guarantee life expectancy, and the Annuity may change from time to
time, in accordance with the actuarial balance of the fund.
Comprehensive pension funds allow pension savings for pension
purposes and insurance coverage for death and disability which
partially benefit from designated debentures, and to which it can
be can be made subject to the limits prescribed in law;General
(supplementary) pension funds which do not benefit from designated
debentures, and which allow pension savings for Annuity purposes,
and to which deposits cam be made beyond the limit prescribed in
law. Some of the general funds including additional insurance
coverages, beyond the old age Annuity;Provident funds provide
savings solutions both for the long term (such as provident funds
for severance pay and compensation to salaried employees) and for
the medium term (study funds), without insurance coverages acquired
directly from the managing company. A member is entitled to
withdraw the amounts which accrued in his favor in the provident
funds, excluding study funds, in a one-time amount or as an
Annuity, in accordance with the period when they deposited them.
Funds which accrued in favor of a member in study funds are
withdrawn in a one-time payment. Beginning in June 2016, provident
funds for investment were established in the branch, which are
intended to allow a capital savings track for individual funds, and
which will include an incentive for the withdrawal of funds accrued
therein as an Annuity during the retirement period.
Restrictions,
legislation, standardization and special constraints which apply to
the operating segment. The activity in this segment is subject to
the provisions of the law which apply to insurers and to pension
funds and provident funds which operate in this segment, including
the Insurance Law, the Control of Financial Services (Provident
Funds) Law, 5765-2005 (the “Provident Funds Law”), the
Income Tax Regulations (Rules for Approval and Management of
Provident Funds), 5724-1964 (the “Provident Fund
Regulations”), the Control of Financial Services Law (Pension
Advice, Marketing and Clearing Systems), 5765-2005 (the
“Pension Advice Law”), and subject to and in accordance
with the directives of the Commissioner of Capital Markets, as
issued from time to time.
General insurance segment
General information regarding operating segments This segment
includes the activities of Clal in the general insurance branches
and in the personal accidents insurance branch (up to one year),
which are recorded under general insurance business
operations.
Details
regarding the primary details included in the operating
segment.
Compulsory
motor insurance - The product is insurance which the vehicle owner
is required to purchase with respect to physical harm only which
may be caused to the driver of the insured vehicle, or to
passengers therein, or to pedestrians who were injured as a result
of the damage of the insured vehicle.
Motor
property insurance - Motor property insurance is insurance which
covers property damage which was caused to the vehicle, as
specified in the policy.
Liability
insurance - (A) Third party liability insurance; (B)
Employers’ liability insurance; (C) Product liability
insurance; (D) Professional liability insurance; (E)
Officers’ liability insurance.
Other
property and others insurance - (A) Home insurance; (B) Other
property insurance.
Guarantees
- Policies in accordance with the Sales Law - Policies which are
intended to secure the investments of residential unit buyers in
accordance with the Sales Law, and which rely on its
provisions.
Accident,
illness and disability insurance - Personal accidents insurance -
Provides coverage to the policyholder in case of death and/or
permanent disability (full or partial) due to an accident and/or
temporary loss of working capacity, as a result of an accident or
illness.
Credit
and foreign trade risks insurance - The policy is intended for
companies which sell on credit, both in Israel and abroad, to other
businesses (B2B). The insurance covers liabilities due to the sale
of goods and/or the provision of services on credit.
Health insurance segment
General information regarding operating segments This segment
includes the Group’s activities in health insurance, in the
illness and hospitalization branch, and in the long term care
branch. This segment includes insurance plans designed for
individual policyholders, and insurance plans designed for
collectives.
Products and services.
Illness
and hospitalization branch - Including illness and hospitalization
insurance, international travel insurance, foreign residents
insurance, personal accidents insurance, dental insurance and
health insurance for Israelis abroad. Some of these products are
supplementary and/or extended and/or alternative to the services
which areprovided within the framework of the basic health basket
which is provided to the citizens of the country by virtue of the
Health Insurance Law and/or to the services which are provided
within the framework of the additional services of the health
funds, in accordance with the provisions of the National Health
Insurance Law.
Long
term care branch - Long term care insurance provides solutions for
policyholders who have been defined as requiring long term care,
according to the definition of the insurance event in the policy,
i.e., anyone who cannot independently perform part of the
activities of daily living, and therefore requires assistance or
supervision. In the long term care branch, insurance coverages are
sold which are paid in addition to payments or services which are
provided by the state, as individual insurance and as collective
insurance.
Restrictions,
legislation, standardization and special constraints The activity
in this segment is subject to the provisions of the law which apply
to insurers engaged in the segment, and to the directives of the
Commissioner of Capital Markets which are published from time to
time, and to the provisions of the law which apply to insurers
operating in the field. The activity in this segment requires a
license, in accordance with the Insurance Law, and is overseen by
the Division of Capital Markets.
Others
Includes
the assets and income from other miscellaneous businesses, such as
technological developments, tourism, oil and gas assets,
electronics, and other sundry activities.
The
Effect of Seasonality on Shufersal
In
Israel retail segment business results are subject to seasonal
fluctuations as a result of the consumption behavior of the
population proximate to the Pesach holidays (March and/or April)
and Rosh Hashanah and Sukkoth holidays (September and/or October).
This also affects the balance sheet values of inventory, customers
and suppliers. Our revenues from cellular services are usually
affected by seasonality with the third quarter of the year
characterized by higher roaming revenues due to increased incoming
and outgoing tourism.
In 2017, the
Passover holiday fell at the middle of April, compared to 2016 when
it was at the end of April. The timing of the holiday affects
Shufersal’s sales and special offers in the second quarter of
2017, compared to last year. The Passover holiday in the second
quarter of 2017 had a greater effect on Shufersal’s results
than in the corresponding quarter in 2016, therefore analysis of
the results for the first half of the year compared to the
corresponding period in 2016 better represents the changes between
the periods.
Legal Framework
Operations
Center in Argentina
Regulation and Governmental Supervision
The
laws and regulations governing the acquisition and transfer of real
estate, as well as municipal zoning ordinances are applicable to
the development and operation of our properties. Currently,
Argentine law does not specifically regulate shopping mall lease
agreements. Since our shopping mall leases generally differ from
ordinary commercial leases, we have created provisions which govern
the relationship with our shopping mall tenants.
Leases
Argentine
law imposes certain restrictions on property owners,
including:
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a
prohibition to include automatic price adjustment clauses based on
inflation increases in lease agreements; and
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the
imposition of a two-year minimum lease term for all purposes,
except in particular cases such as embassy, consulate or
international organization venues, room with furniture for
touristic purposes for less than three months, custody and bailment
of goods, exhibition or offering of goods in fairs or in cases
where the subject matter of the lease agreement is the fulfillment
of a purpose specified in the agreement and which requires a
shorter term.
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Rent Increases
In
addition, there are contradictory court rulings regarding whether
rent may be increased during the term of the lease agreement. For
example, Section 10 of the Public Emergency Law prohibits the
adjustment of rent under leases subject to official inflation
rates, such as the consumer price index or the wholesale price
index. Most of our leases provide for incremental rent increases
that are not based on any official index. As of the date of this
annual report no tenant has filed any legal action against us
challenging incremental rent increases, but we cannot ensure that
such actions will not be filed in the future and, if any such
actions were successful, that they will not have an adverse effect
on us.
Lease Terms Limits
Under
the Argentine Civil and Commercial Code lease terms may not exceed
fifty years. Generally, our leases are for terms of three to ten
years.
Rescission Rights
The
Argentine Civil and Commercial Code provides that tenants may
terminate leases earlier after the first six months of the
effective date. Such termination is subject to penalties which
range from one to one and a half months of rent payable. If the
tenant terminates the lease during the first year of the lease the
penalty is one and a half month’s rent and if termination
occurs after the first year of lease the penalty is one
month’s rent.
Other
The
Argentine Civil and Commercial Code requires a tenant to give at
least 60 days’ prior notice of termination. There are no
court rulings related to: (i) the tenants’ unilateral right
to terminate; or (ii) the possibility of establishing a penalty
different from that prescribed by law.
While
current Argentine government discourages government regulation of
leases, there can be no assurance that additional regulations will
not be imposed in the future, including regulations similar to
those previously in place. Furthermore, most of our leases provide
that the tenants pay all costs and taxes related to the property in
proportion to their respective leaseable areas. If a significant
increase in the amount of such costs and taxes occurs, the
Argentine government may respond to political pressure to intervene
by regulating this practice, thereby increasing our
costs.
Argentine
law enables lessors to pursue an “executory proceeding”
if lessees’ fail to pay rent when due. In executory
proceedings, debtors have fewer defenses available to prevent
foreclosure, making these proceedings substantially shorter than in
normal proceedings. In executory proceedings the origin of the debt
is not under discussion; the trial focuses on the formalities of
debt instrument itself. The code also permits special eviction
proceedings, which are carried out in the same way as ordinary
proceedings. The Argentine Civil and Commercial Code requires that
notice be given to a tenant demanding payment of amounts due in the
event of breach prior to eviction, of no less than ten days for
residential leases, and establishes no limitation or minimum notice
for other leases. However, historically, backlogs in court dockets
and numerous procedural hurdles have resulted in significant delays
to eviction proceedings, which generally last from six months to
two years from the date of filing of the suit.
Development and Use of the Land
In the
City of Buenos Aires, where the vast majority of our properties are
located, we are subject to the following regulations:
Buenos Aires Urban Planning Code. The Buenos Aires Urban
Planning Code (Código de
Planeamiento Urbano de la Ciudad de Buenos Aires) generally
restricts the density and use of property and controls physical
features of improvements on property, such as height, design,
set-back and overhang, consistent with the city’s urban
landscape policy. The administrative agency in charge of the Urban
Planning Code is the Secretary of Urban Planning of the City of
Buenos Aires.
Buenos Aires Building Code. The Buenos Aires Building Code
(Código de Edificación
de la Ciudad de Buenos Aires) complements the Buenos Aires
Urban Planning Code and regulates the structural use and
development of property in the city of Buenos Aires. The Buenos
Aires Building Code requires builders and developers to file
applications for building permits, including the submission to the
Secretary of Work and Public Services (Secretaría de Obras y Servicios
Públicos) of architectural plans for review, to assure
compliance therewith.
Buenos Aires Enablement Code. The Buenos Aires Enablemant
Code (Código de
Habilitaciones de la Ciudad de Buenos Aires) regulates the
conditions under which the licenses or licenses to operate
commercial establishments are granted and the rules and procedures
that they must follow. The General Direction of Habilitations and
Permits is the administrative division responsible for implementing
and enforcing the Enablement Code of the City of Buenos
Aires.
In
other jurisdictions, our real estate activities are subject to
various municipal regulations regarding urban planning,
construction, occupation and the environment. The latter must
respect federal principles. Additionally, in some jurisdictions we
may be subject to the regulation of large commercial areas, which
requires government approval of the location of certain commercial
establishments.
We
believe that all of our real estate properties are in material
compliance with all relevant laws, ordinances and
regulations.
Sales and Ownership
Buildings Law. Buildings Law No. 19,724 (Ley de Pre horizontalidad) was
superseded by the Argentine Civil and Commercial Code which became
effective on August 1, 2015. The new regulations provide that for
purposes of execution of agreements with respect to build units or
condo units under construction, the owner or developer must
purchase insurance in favor of prospective purchasers against the
risk of frustration of the contract. A breach of this obligation
prevents the owner from exercising any right against the
purchaser–such as demanding payment of any outstanding
installments due – unless the owner fully complies with its
obligations, but does not prevent the purchaser from exercising its
rights against seller.
Protection for the Disabled Law. The Protection for the
Disabled Law No. 22,431, (Ley de
Protección del Discapacitado), enacted on March 20,
1981, as amended, provides that in connection with the construction
and renovation of buildings, obstructions to access must be
eliminated in order to enable access by handicapped individuals. In
the construction of public buildings, entrances, transit pathways
and adequate facilities for mobility impaired individuals must be
provided for. Buildings developed before the Law came into effect
must be retrofitted to provide access, transit pathways and
adequate facilities for mobility-impaired individuals. Those
pre-existing buildings, which due to their architectural design may
not be so retrofitted, are exempted from compliance. The Protection
for the Disabled Law provides that residential buildings must
ensure access by mobility impaired individuals to elevators and
aisles. Architectural requirements refer to pathways, stairs, ramps
and parking.
Real Estate Installment Sales Law. The Real Estate
Installment Sales Law No. 14,005, as amended by Law No. 23,266 and
Decree No. 2015/85, (Ley de Venta
de Inmuebles Fraccionados en Lotes en Cuotas), imposes a
series of requirements on contracts for the sale of subdivided real
estate property regarding, for example, the sale price which is
paid in installments and the deed, which is not conveyed until
final payment of such price. The provisions of this law require,
among other things:
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The
registration of the intention to sell the property in subdivided
plots with the Real Estate Registry (Registro de la Propiedad Inmueble)
corresponding to the jurisdiction of the property. Registration
will only be possible with regard to unencumbered property.
Mortgaged property may only be registered where creditors agree to
divide the debt in accordance with the subdivided plots. However,
creditors may be judicially compelled to agree to the
division.
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Preliminary
registration with the Real Estate Registry of the deed of transfer
within 30 days of execution of the sales contract.
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Once
the property is registered, the installment sale must be consistent
with the requirements of the Real Estate Installment Sales Act,
unless seller affirms that it will not provide for the sale in
installments. If a title dispute arises, the installment purchaser
who has duly registered the purchase instrument with the Real
Estate Registry will be entitled to the deed. Further, the
purchaser can demand conveyance of title after at least 25% of the
purchase price has been paid, although the seller may demand a
mortgage to secure payment of the balance of the purchase
price.
After
payment of 25% of the purchase price or the construction of
improvements on the property equal to at least 50% of the value of
the property, the Real Estate Installment Sales Act prohibits
termination of the sales contract for failure by the purchaser to
pay the balance of the purchase price. However, in such event the
seller may take action under any mortgage on the
property.
Other Regulations
Consumer Relationship. Consumer or End User Protection. The
Argentine Constitution expressly establishes in Article 42 that
consumers and users of goods and services have a right to
protection of health, safety and economic interests in a consumer
relationship. Consumer Protection Law No. 24,240, as amended,
provides protection of consumers and end users in a consumer
relationship, in the arrangement and execution of
contracts.
The
Consumer Protection Law, and the applicable provisions of the
Argentine Civil and Commercial Code regulate the rights conferred
under the Constitution focused on the weakest party in the consumer
relationship as a means to prevent potential abuses by vendors of
goods and services in a mass-market economy where standard
contracts are the norm.
As a
result, contractual provisions included in consumer contracts are
voided and unenforceable if they:
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Are
inconsistent with the essence of the service to be provided or
limit liability for damages;
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imply a
waiver or restriction of consumer rights and an extension of seller
rights; or
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shift
the burden of proof to consumers.
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In
addition, the Consumer Protection Law imposes penalties ranging
from warnings to the forfeiture of concession rights, privileges,
tax regimes or special credits to which the sanctioned party may be
entitled, including closing down of establishments for a term of up
to 30 days.
The
Argentine Civil and Commercial Code defines a consumer agreement as
are entered into between a consumer or end user and an individual
or legal entity that provides professional services or a private or
public company that manufactures goods or offers services to
consumers in the stream of commerce.
In
addition, the Consumer Protection Law establishes a joint and
several liability system under which for any damages caused to
consumers, if resulting from a defect or risk inherent in the thing
or the provision of a service, the producer, manufacturer,
importer, distributor, supplier, seller and anyone who has placed
its trademark on the good or service is liable. The Consumer
Protection Law excludes professional services that require a
college degree and that are provided by members of professional
organizations or those provided by a governmental authority.
However, this law regulates professional
advertisements.
The
Consumer Protection Law determines that the information contained
in the offer addressed to undetermined prospective consumers, binds
the offeror during the period in which the offer takes place and
until its public revocation. Further, it determines that
specifications included in advertisements, announcements,
prospectuses, circulars or other media bind the offeror and are
considered part of the contract entered into by the
consumer.
Pursuant
to Resolution No. 104/05 issued by the Secretariat of Technical
Coordination reporting to the Argentine Ministry of Economy, the
Consumer Protection Law adopted Resolution No. 21/2004 issued by
the Mercorsur’s Common Market Group which requires that those
who engage in commerce over the Internet (E-Business) shall
disclose in a precise and clear manner the characteristics of the
products and/or services offered and the sale terms. Failure to
comply with the terms of the offer is deemed an unjustified denial
to sell and gives rise to sanctions.
On
September 17, 2014, a new Consumer Protection Law was enacted by
the Argentine Congress –Law No. 26,993. This law, known as
“System for Conflict Resolution in Consumer
Relationships,” provided for the creation of new
administrative and judicial procedures. It created a two-tiered
administrative system: the Preliminary Reconciliation Agency for
Consumer Relationships (Servicio
de Conciliación Previa en las Relaciones de Consumo,
COPREC) and the Consumer Relationship Audit, and a number of
courts assigned to conflicts between consumers and producers
(Fuero Judicial Nacional de
Consumo). A claim may not exceed a fixed amount equivalent
to 55 adjustable minimum living wages, as determined by the
Ministry of Labor, Employment and Social Security. The claim must
be filed with the administrative agency. If an agreement is not
reached between the parties, the claimant may file the claim in
court. The COPREC is currently in full force and effect. However,
the court system is not in force yet, therefore, any court claims
currently must filed with existing courts. A considerable volume of
claims filed against us are expected to be settled pursuant to the
system.
Antitrust Law. Law No. 25,156, as amended, prevents
monopolistic practices and requires administrative authorization
for transactions that according to the Antitrust Law constitute an
economic concentration. According to this law, mergers, transfers
of goodwill, acquisitions of property or rights over shares,
capital or other convertible securities, or similar operations by
which the acquirer controls or substantially influences a company,
are considered as an economic concentration. Whenever an economic
concentration involves a company or companies and the aggregate
volume of business of the companies concerned exceeds in Argentina
the amount of Ps.200 million, in such case the respective
concentration should be submitted for approval to the Argentine
Antitrust Authority (Comisión
Nacional de Defensa de la
Competencia,“CNDC”).
The request for approval may be filed either prior to the
transaction or within a week after its completion.
When a
request for approval is filed, the CNDC may (i) authorize the
transaction, (ii) condition the transaction to satisfaction of
certain conditions, or (iii) reject the application.
The
Antitrust Law provides that economic concentrations in which the
transaction amount and the value of the assets absorbed, acquired,
transferred or controlled in Argentina, do not exceed Ps.20 million
are exempted from the law. Notwithstanding the foregoing, when the
transactions consummated by the companies involved in the prior
12-month period exceed in the aggregate Ps.20 million or Ps.60
million in the last 36 months, these transactions must be notified
to the CNDC.
As our
consolidated annual sales volume and our parent’s
consolidated annual sales volume exceed Ps.200 million, we should
give notice to the CNDC of any concentration provided for by the
Antitrust Law.
Credit Card Law. Law No. 25,065, as amended by Law No.
26,010 and Law No. 26,361, governs certain aspects of the business
activity known as “credit card system.” Regulations
impose minimum contract contents and approval thereof by the
Argentine Ministry of Industry, as well as limitations on
chargeable interest by users and commissions charged by the retail
stores that adhere to the system. The Credit Card Law applies both
to banking and non-banking cards, such as “Tarjeta
Shopping,” issued by Tarshop S.A. Pursuant to Communication
“A” 5477 issued by the Central Bank, loans granted
under credit cards by non-financial entities cannot exceed 25% of
the monthly interest rate published by the Central Bank for loans
to individuals without security interests.
Environmental Law. Our activities are subject to a number of
national, provincial and municipal environmental
provisions.
Article
41 of the Argentine Constitution, as amended in 1994, provides that
all Argentine inhabitants have the right to a healthy and balanced
environment fit for human development and have the duty to preserve
it. Environmental damage shall bring about primarily the obligation
to restore it as provided by applicable law. The authorities shall
control the protection of this right, the rational use of natural
resources, the preservation of the natural and cultural heritage
and of biodiversity, and shall also provide for environmental
information and education. The National Government shall establish
minimum standards for environmental protection whereas Provincial
and Municipal Governments shall fix specific standards and
regulatory provisions.
On
November 6, 2009, the Argentine Congress passed Law No. 25,675,
which regulates the minimum standards for the achievement of a
sustainable environment and the preservation and protection of
biodiversity and sets forth the environmental policy
goals.
Law No.
25,675 establishes the activities that will be subject to an
environmental impact assessment procedure and certain requirements
applicable thereto. In addition, such Law sets forth the duties and
obligations that will be triggered by any damage to the environment
and mainly provides for restoration of the environment to its
former condition or, if that is not technically feasible, for
payment of compensation in lieu thereof. Such Law also fosters
environmental education and provides for certain minimum reporting
obligations to be fulfilled by natural and legal
entities.
In
addition, the CNV Rules require the obligation to report to the
Commission any events of any nature and fortuitous acts that
seriously hinder or could potentially hinder performance of our
activities, including any events that generate or may generate
significant impacts on the environment, providing details on the
consequences thereof.
The Argentine Civil and Commercial Code introduced as a novel
feature the acknowledgement of collective rights, including the
right to a healthy and balanced environment expressly sets forth
that the law does not protect an abusive exercise of individual
rights if such exercise could have an adverse impact on the
environment and collective rights in general. For additional
information see “Item 3 (d). Risk Factors–
Risk relating to our
Business–Our business is
subject to extensive regulation and additional regulations may be
imposed in the future.”
Control Systems
IRSA CP
owns computer systems to monitor tenants’ sales (except
stands) in all of its shopping malls. IRSA CP also conducts regular
manual audits of its tenants accounting sales records in all of its
shopping malls. Almost every store in those shopping malls has a
point of sale that is linked to a main computer server in the
administrative office of such shopping mall. IRSA CP uses the
information generated from the computer monitoring system
forstatistics regarding total sales, average sales, peak sale
hours, etc., for marketing purposes and as a reference for the
processes of internal audit. The lease contracts for tenants in
Alto Avellaneda, Alto Palermo, Alcorta Shopping, Patio Bullrich,
Buenos Aires Design, Abasto, Alto Rosario, Alto NOA, Dot Baires
Shopping, Córdoba Shopping, Soleil Premium Outlet, La Ribera
Shopping, Mendoza Plaza, Distrito Arcos and Alto Comahue contain a
clause requiring tenants to be linked to the computer monitoring
system, there being certain exceptions to this
requirement.
Insurance
We
carry all-risk insurance for the shopping malls and other buildings
covering property damage caused by fire, explosion, gas leak, hail,
storms and wind, earthquakes, vandalism, theft and business
interruption. In addition, we carry liability insurance covering
any potential damage to third parties or property caused by the
conduct of our business throughout Argentina. We are in compliance
with all legal requirements related to mandatory insurance,
including insurance required by the Occupational Risk Law
(Ley de Riesgos del
Trabajo), life insurance required under collective
bargaining agreements and other insurance required by laws and
executive orders. Our history of damages is limited to one single
claim resulting from a fire in Alto Avellaneda Shopping in March
2006, a loss which was substantially recovered from our insurers.
These insurance policies contain specifications, limits and
deductibles which we believe are adequate to the risks to which we
are exposed in our daily operations. We further maintain liability
insurance covering our directors’ and corporate
officers’ liability.
Operations
Center in Israel
IDBD is
a holding company that invests, either directly or through its
subsidiaries, associates and joint ventures in companies that
operate in various sectors of the economy in Israel. IDBD is
directly affected by the political, economic, military and
regulatory conditions of Israel. The main regulations applicable to
IDBD’s business are described below. For more information,
see “Risk Factors–Risks related to IDBD and
IDBD’s subsidiaries.”
General
regulations applicable to our business in
Israel
Proper
Conduct of Banking Business
IDBD
and certain of its affiliates are subject to supervision by the
Israeli Supervisor of Banks relating to “Proper Conduct of
Banking Business” which impose, among others limits on the
aggregate principal amount of loans a financial institution can
have outstanding to a single borrower, a group of related
borrowers, and to the largest borrowers and groups of related
borrowers of a banking entity (as these terms are defined in the
aforesaid directives). IDBD, its controlling shareholders and its
affiliates are considered a single group of borrowers for purposes
of this regulation. These restrictions limit the ability of IDBD
and its affiliates to borrow from a single bank in Israel, their
ability to make investments where they require bank lines of
credit, to invest in companies that have loans outstanding from
banks in Israel, and to make business transactions together with
groups that have such credit outstanding. In the period from 2013
and until the date of publication of the report, the concentration
of credit risk of IDBD and its affiliates decreased as a result of
a reduction in the amount of utilized credit for the group that
includes IDBD, including as a result of a change of control that
resulted in a re-characterization of the group for purposes of
applicable regulation.
Reduced
Centralization Act
In
December 2013, the official “Reshumot” published in
Israel the Promotion of Competition and Reduction of Centralization
Law, No. 5774-2013 (the “Reduced Centralization Act”)
pursuant to which the use of a pyramidal structures (or
multiholding companies) for the control of “reporting
entities” (principally entities whose securities are held by
public shareholders) is limited to two layers of reporting
entities, being the holding company in the first layer not
including a reporting entity that has no controlling shareholder.
For this purpose, on the date of publication of the law in
Reshumot, IDBD was considered a second-tier company and DIC was
considered a third-tier company, and as such, DIC would not
have been permitted to continue to control the operating companies
after December 2019. As a result of the change in control of
IDBD, IDBD and DIC are no longer considered as second and
third-tier companies, respectively, for the purpose of the Reduced
Centralization Act. If DIC is considered a second-tier company, it
would be required by December 2019 at the latest, to cease
controlling entities with publicly held securities.
In
connection with evaluating the application of the Reduced
Centralization Act, in August 2014, IDBD’s Board of Directors
appointed an advisory committee to examine various alternatives to
address the implications of the Reduced Centralization Act to
comply with the provisions that apply to control in a pyramid o
multiholding company structure in order to enable continued control
of IDBD and/or DIC in “other tier companies” (currently
held directly by Discount Investments) as of December 2019. The
advisory committee has recommended the following
alternatives:
(a)
Taking either IDBD
or DIC private thereby removing the requirement that they be
reporting entities (and as a result not a “tier
company”); and
The
Board of Directors of Discount Investments has appointed an
advisory committee with a similar function. As of the date of this
Annual Report, no specific alternatives have been identified. The
implementation of an alternative that would be adopted is likely to
take several years.
Based
on these analyses, IDBD considers it more likely that the
completion of one of the specified alternatives will be adopted to
comply with the restrictions of the Reduced Centralization Act
regarding pyramidal holdings, while allowing IDBD to continue to
control DIC, and DIC to continue to control Cellcom after December
2019. PBC, which currently is a third-tier company that controls
each of Gav-Yam, Ispro and Mehadrin, has preliminarily evaluated
application of the Law on its holding structure and determined that
it will be able to maintain said control, as it has concluded that
the Law has no effect over its financial statements.
IDBD,
as a first-tier company, and DIC, as a second-tier company, are not
required to designate independent directors to their respective
boards of directors or to appoint outside directors as required by
the Reduced Centralization Act.
Pursuant
to the provisions of the Reduced Centralization Act, the boards of
directors of Cellcom, PBC, Elron, Gav-Yam, Ispro and Mehadrin,
include a majority of independent outside directors. In June 2014,
the Promotion of Competition and Reduction of Centralization
(Classification of a Company as a Tier Company) Regulations, No.
5774-2014, came into effect, as part of which exemptions were
provided for certain “third-tier” entities from
changing the composition of their boards of directors to comply
with the Reduced Centralization Act. Pursuant to this law and the
Promotion of Competition and Reduction of Centralization
(Concessions Regarding the Number of Outside directors)
Regulations, No. 5774-2014, and in view of the number of directors
who may be appointed with the consent of the Bronfman-Fisher Group
(per the terms of the shareholders’ agreement between it and
DIC), the Board of Directors of Shufersal includes a majority of
independent outside directors. In this context, in August 2014, DIC
entered into an agreement with an affiliate of the Bronfman-Fisher
(which at the time held approximately 19% of the share capital of
Shufersal), pursuant to which DIC will vote in favor of the four
directors designated by Bronfman-Fisher at the meeting of
shareholders of Shufersal (out of a board of fifteen members), for
so long as it holds the minimum defined percentage of the share
capital of Shufersal, although DIC reserves the right to object to
any candidate on reasonable grounds.
These
arrangements will be in effect so long as the restrictions of
section 25(d) to the Reduced Centralization Act apply to Shufersal.
Accordingly, DIC, which as of December 31, 2015, owned
approximately 53% of Shufersal’s share capital, is
effectively able to appoint the majority of the members of
Shufersal’s Board of Directors.
The
Reduced Centralization Act includes provisions relating to a
separation between significant affiliates and significant financial
institutions. Consequently, so long as IDBD will be a significant
operating entity, after December 11, 2019, IDBD will not be able to
control Clal Insurance and additional financial affiliates within
the Clal or to hold more than 10% of the equity of any such entity
(or more than a 5% stake in such an entity if it is regarded as an
insurer without a controlling shareholder).
In May
2015, updated lists were published on the website of the Ministry
of Finance and the official gazette in connection with the Reduced
Centralization Act, which includes a list of the centralization
factors, the list of the significant corporations and a list of the
significant financial institutions. In accordance with the
provisions of the Reduced Centralization Act, a substantial
financial institution or a significant real corporation will be
deemed as a centralization factorthat subjects these entities to
the provisions of the Reduced Centralization Act, as well as any
entity that is part of a business group that includes a significant
financial entity or a significant real corporation. IDBD and its
controlling shareholders (Eduardo Elsztain and entities through
which he holds his interest in IDBD) and the companies of the IDBD
Group (including DIC, Cellcom, PBC, Shufersal, Adama, Clal, IDB
Tourism, Noya Oil and Gas Explorations Ltd. and companies under the
control of these companies) were included in the list of
centralization factors, and these entities, except for Adama
(excluding Eduardo Elsztain himself), were also included in the
list of significant corporations. In addition, companies of Clal,
including Clal Insurance (except Clal Holdings Insurance
Enterprises) and Epsilon Investment House Ltd. (held by DIC) were
also included in the list of the significant financial
institutions.
Insofar
as Clal Holdings Insurance Enterprises will continue to be
considered a significant real entity, this may affect its ability
to retain control of Clal Insurance, directly or indirectly after
December 2019, which may adversely affect its ability to appoint
joint directors in both of the companies (Clal Holdings Insurance
Enterprises and Clal Insurance).
In
light of the directives issued by the Commissioner in connection
with the appointment of a trustee for holding control in Clal
Holdings Insurance Enterprises, which currently are held by IDBD
and considering the letter issued by the Commissioner on December
30, 2014 pursuant to which IDBD is required to sell its control
shares in Clal Holdings Insurance Enterprises, Clal Holdings
Insurance Enterprises has appealed to the Concentration Committee
in connection with its classification as a significant real
entity.
In
November 2014, IDBD’s Board of Directors resolved, subject to
requisite corporate approvals, to promote a consolidation of
management functions at IDBD and DIC, in order to achieving costs
savings. In this regard, on March 29, 2016, IDBD’s Board of
Directors approved the terms of office and of employment of Mr.
Shalom Lapidot to be chief executive officer of both IDBD and DIC,
which was subsequently approved by the compensation committee of
DIC. The term of office of Mr. Lapidot is subject to approval of a
general meeting of shareholders of DIC.
On
September 20, 2017, complying with the Reduced Centralization Act
in respect to the pyramid participation structure, Dolphin, a
subsidiary of the Company, has executed a binding term sheet for
the acquisition of the entire shares held by IDBD in DIC through a
company that it is controlled by the Company, currently existing or
to be incorporated in Israel. The term sheet has been approved by
the independent directors committee created for the purposes of
such transaction which has been participated in the negotiations,
analyzed and assessed the term sheet. This term sheet shall
continue in negotiations between the parties so as to define the
terms and conditions of the definitive documents to be executed.
The Audit Committee of the Company has issued an opinion without
objections to make with respect to the referred
transaction.
Regulations applicable to each of the businesses in
Israel
Real Estate
In
recent years, there has been continued shortage in manpower in the
construction and agricultural industries which typically are labor
intensive and depend on foreign workers, including in the areas of
Judea and Samaria. The security situation in Israel, as well as the
shutdown of Judea and Samaria during certain periods of the year,
have resulted in continued shortage in the workforce, driven by
lower numbers of foreign workers from Judea and Samaria. In July
2015, the Minister of Finance increased the quota of foreign work
permits to approximately 20,000 through the end of 2016, as a means
to achieving the goal of increasing new construction projects by
70,000 during the year and to promote new housing starts to
alleviate the housing crisis. Given the shortage of skilled
workers, wages increased in general and in particular those of
foreign construction workers. The shortage and unavailability of a
skilled workforce, increased construction costs and resulted in
longer timetables for the execution of new projects.
Supermarkets
Labor Law
The
retail sector activities of Shufersal are subject to labor laws
including the Employment of Workers by Human Resources
Subcontractors Law, 5756-1996, the Extension Order in the Matter of
Contract Workers in the Cleaning Branch in the Private Sector, the
Minimum Wage Law, 5747-1987 and the Increased Enforcement of Labor
Laws Law, 5772-2011. As of June 30,
2017, Shufersal employed approximately 13,900 workers, majority of
which are subject to minimum wage requirements. The majority of
Shufersal’s employees, in an estimated number of 11,000 of
Shufersal employees, are parties to a collective bargaining
agreement.
The provisions of the Minimum Wage Law (Increase of Minimum Wage -
Emergency Provision), 5772 - 2015 and the amendment of the Minimum
Wage Law, 5747 – 1987, resulted in an increase in the minimum
wage effective as of July 2016 and led to an increase of NIS 40
million in Shufersal’s wage expense in 2016 (compared with
2015). In Shufersal’s evaluation the increase of the
minimum wage in Israel, changes to labor laws in Israel and the
increased possibility of organized workers may detrimentally affect
the business results of Shufersal and result in higher wage
expenses of Shufersal.
Retail and Production
The
activities of Shufersal are also subject to consumer protection
laws, including the Food Law, the Defective Products Liability Law,
5740-1980, the Consumer Protection Law, 5741-1981, and the Consumer
Product and Service Price Supervision Law, 5756-1996 that allows a
consumer to institute a class action suit for damages caused to
consumers as a whole based on the causes of action set out in that
law.
The
Public Health Protection (Food) Law, 5776-2015, sets forth quality
standards and food safety measures and provides the relevant
regulator supervisory and criminal and administrative enforcement
powers. The provisions of the Food Protection Law affect production
activities of Shufersal, including importation and food marketing
activities. Shufersal is continuing the process of implementing
procedures to comply with the provisions of the Food Protection Law
that apply to its activities. Shufersal also operates pharmacies in
certain of its stores, and is therefore subject to the provisions
of the Pharmacists Ordinance (New Version), 5741-1981.
Shufersal
is involved in manufacturing activities at three owned facilities
where it produces principally private-branded baked goods which are
subject to compliance with applicable production and quality
assurance standards. Shufersal is continuously evaluating
compliance of these facilities with the provisions of the Food
Protection Law and as of the date of this Annual Report, Shufersal
believes its operations comply in all material respects with the
applicable provisions of this law.
The
retail activities of each Shufersal store requires compliance with
the Business License Order (Businesses Requiring a License),
5773-2013, principally providing that they obtain a business
operating license for each unit. As of the date of this Annual
Report, there are two units that are subject to legal proceedings
regarding business licenses that are pending against Shufersal and
its directors. Shufersal’s operating units are also subject
to land development approvals and licensing, substantially all of
which are in compliance.
The Food Law and the Anti Trusts Law
The
Antitrust Law affects the activities of Shufersal, especially with
respect of the possibility of carrying out future acquisitions for
which approval is required from the Antitrust Commissioner (the
“Commissioner”) and the influence on the trade
arrangements of Shufersal with its suppliers. The Food Law
regulates Shufersal’s trade arrangements with its suppliers
which are regulated in detail which are designed to promote
competition in the food supply industry. As of the date of this
Annual Report, Shufersal believes that growth through acquisitions
of a significant entity in the retail market would be limited.
Moreover, provisions of the Food Law relating to geographical
competition of retailers may influence the ability of Shufersal to
expand organically through opening new stores in certain areas and
under certain circumstances Shufersal may be required to close
active branches under certain circumstances.
The
Food Law includes the following three systems:
(a)
with respect to activities of suppliers and retail trade, the Food
Law prohibits:
i. a
supplier interfering with the retail price of the products of
another supplier;
ii. a
retailer interfering with a supplier in the matter of the consumer
price imposed by another retailer;
iii. a
large supplier imposing its market position to influence the
ordering or presentation of retail products within stores of a
large retailer (Shufersal is included in the list of large
retailers);
iv. a
large supplier interfering with the price a retailer charges
consumers for the products of that supplier, in the allocation of
sales areas at any rate for the products of the supplier, for the
acquisition of a product from the supplier in any scope from the
total retail purchases of the product and of competing products,
and for the purchase or sale of products which another supplier
supplies to the retailer, including purchase quantities and goals,
the sale area allocated to them in a store and any other commercial
condition sought to be imposed;
v. a
large retailer and a large supplier agreeing to set the pricing of
a basket of products at a price that is lower than the marginal
cost of production of the related product or that would require a
consumer to purchase a minimum amount of the related product to
achieve the reduces price;
vi. a
large supplier conditioning the sale of its product to a retailer
on the purchase of another product of that large supplier;
and
vii. a
supplier forwarding payments to the large retailer, unless by way
of a price reduction of the product units.
(b)
Restrictions on geographical competition of retailers have
adversely affected Shufersal’s expansion through organic
growth and acquisitions. On September 28, 2014 Shufersal received a
notification from the Antitrust Authority regarding demand areas of
Shufersal’s large stores (“Notice of Demand
Areas”). The stores that were the subject of the
Commissioner’s request under the Law are 14 stores located in
Haifa, 3 stores in Carmiel, 4 stores in Hadera, and 3 stores in
Safed. As of the date of this Annual Report, Shufersal has not been
required to close or dispose of any of its stores.
(c)
Provisions designed to increase transparency of consumer prices,
inter alia, by requiring a
large retailer to publish on the internet and without cost to
consumers, various data on prices of consumer goods it sells in its
stores to allow consumers to compare prices with those of other
retailers.
(d)
Provisions regarding the contemporaneous application of the Food
Law and the Antitrust law - In December 2015, the Commissioner
published a statement on the parallel application of the Antitrust
Law and the Food Law listing cases in which only the provisions of
the Food Law will apply and no additional regulation will be
required under the Antitrust Law. As of the date of the notice
Shufersal’s operations comply with the Food Law. As of
December 31, 2016 the implementation of the Food Law has had no
significant impact on Shufersal’s business.
Shufersal’s
acquisition of Clubmarket was approved by the Commissioner in 2005,
and within this framework the Commissioner imposed a number of
limitations on Shufersal’s activities including: prohibiting
Shufersal from pricing products that result in a loss that is not
proportionate to its business activities and are aimed to affect
the operations of competitors from the market; prohibiting
Shufersal from entering into agreements with suppliers that impose
restrictions on those suppliers from doing business with
competitors of Shufersal; and prohibiting Shufersal from attempting
to influence commercial conditions between its suppliers and
competitors.
Shufersal obtained
an exemption from the Commissioner, available until October 14,
2018, regarding the operation of the Fourth Chain, which is a label
company owned by a number of supermarket chains that was
established to develop consumer goods. The Commissioner’s
decision took into account the fact that Fourth Chain contracted
with a third party that develops products for it under a private
brand and the stipulated exemption exclusively permits these joint
activities for the development of the private brand. Shufersal
believes the Fourth Chain private label increases competition by
establishing a cost-effective alternative to dominant branded
consumer products.
The
findings of the Commissioner in the matter of the rules of conduct
among the largest store chains and the dominant suppliers in the
food supply market, including under the provisions of the Food Law,
and in the matter of the merger of Shufersal with Clubmarket, may
have a detrimental effect on Shufersal’s business, its
financial condition and operating results.
Telecommunnications
Communications Regulations
Cellcom’s
operations are subject to general legal provisions regulating the
relationships and method of contracting with its customers. These
provisions include the Consumer Protection Law, 5721-1981 and
regulations promulgated thereunder and other laws detailed below. A
substantial part of Cellcom’s operations are subject to the
Communications Law, regulations enacted by the Ministry of
Communications, and the provisions of the licenses granted to
Cellcom by the Minister of Communications. Cellcom’s actives
which include providing cellular service, landline, international
telephone services and internet access, and infrastructure services
are subject to licensing.
Supervision of Rates. The Communications
Regulations (Telecommunications and Broadcasts) (Payments for
Interconnect), 5760 - 2000 requires cellular operators to phase in
gradual reduction of communications rates (i.e. payments that will
be made by an in-country operator, another cellular operator or
international operator to complete one minute of call time in the
network of a cellular operator or for the sending of an SMS between
cellular operators). This reduction has led to a considerable
reduction in Cellcom’s revenues.
Moreover, in August
2013 the Communications Law was amended to authorize the Minister
of Communications to set interconnection prices and regulate the
use of networks owned by another operator based not only on the
cost incurred to establish the network (according to the
calculation method to be determined by the Minister of
Communication) plus a reasonable profit, but also on one of the
following: (1) flat payment for a service provided by the license
holder; (2) reference to tariffs charged for a comparable service;
or (3) reference to the cost of these services or with the
interconnection costs charged in other countries. The Minister of
Communications was also empowered to give instructions on
structural separation for the providing various services, including
segregating services provided by a license holder from services
provided to a subscriber.
In the
last few years, contract termination charges for cellular plans
have been banned in the cellular and other communications markets,
other than for customers who have more than a certain number of
cellular lines or whose monthly payments exceed a certain amount
for bundled service. The elimination of these charges led to a
considerable increase in plan cancellations, increased the costs of
retaining and acquiring customers, and accelerated erosion of
rates.
Virtual Operators (MVNO). The
Communications Law and related pronouncements regulate the
activities of virtual operators. Notwithstanding that the MVNO
regulations apply only to the activities of a virtual operator
which has an operating agreement with a cellular operator, the
regulations empower the Ministry of Communications together with
the Economic Ministry to impose terms of an agreement including
fixing the price to be charged for the services
provided.
Other
Third Generation Operators (UMTS). In 2012, Golan and Hot Mobile
began to offer UMTS services. The conditions of the tender
according to which Golan and Hot Mobile were granted those licenses
included a number of benefits and concessions, including minimally
low license fees and a mechanism to reduce the royalties they
undertook to pay for the frequencies based on the operator’s
market share in the private sector and setting long timetables to
meet the geographical coverage requirements of the network and the
right to use in-country migration services via other cellular
operators’ networks. The Communications Law obliges the other
cellular operators to provide in-country migration services to
Golan and Hot Mobile for a period ranging from seven to ten years
subject to certain conditions. In 2011, Cellcom entered into a
contract with Golan to provide in-country migration services. Hot
Mobile entered into a similar in-country migration agreement with
Pelephone and later with Partner (which was subsequently replaced
by a joint networks agreement with Partner) without intervention
from the Ministry of Communications.
Regulation of Multi-Channel Television
Services
As at
the date of this Annual Report, television program streaming via
the Internet is not subject to regulation in Israel. Should the
recommendations of the committee for the examination of the
arrangement of commercial broadcasts be adopted and the committee
requires Cellcom to make additional investments or regulation is
imposed that is not beneficial for Cellcom’s streaming
services or for its ability to use the DTT infrastructures, the
results of Cellcom’s streaming services may be adversely
affected.
Cellcom’s Communications Licenses
Cellcom
holds a general license for providing cellular services, valid
until January 31, 2022, setting out conditions (including duties
and restrictions) applicable to its activities, officers and
shareholders holding certain percentages of Cellcom’s shares.
The license may be extended by the Ministry of Communications for
consecutive periods of six years, if Cellcom is in compliance with
the provisions of the license and law, and makes requisite
investments to its service and network. The Ministry of
Communications has amended the license conditions in the past, and
may amend them in the future, without Cellcom’s consent and
in a manner that may limit its ability to conduct business. The
license provides that Cellcom does not have exclusivity for
providing services.
The
cellular license can be revoked, suspended or limited in the
following cases: total holdings of the founding shareholders or
their successors (as defined in the license) is less than 26% of
the control shares of Cellcom; total holdings of Israeli parties
(as definedin the license), who are among the founding shareholders
or their successors, is less than 20% of the total issued share
capital and control shares of Cellcom; a majority of directors are
not Israeli citizens or residents of Israel; fewer than 20% of the
directors of Cellcom were appointed by Israeli parties; an act or
omission of Cellcom that adversely affects or restricts competition
in the cellular sector; the aggregate equity of Cellcom, together
with the aggregate equity of shareholders each holding 10% or more
of the share capital, is less than US$200 million.
In
light of the 2015 change in the control structure of IDBD, the
Cellcom control structure has also changed, and requires the
approval of the Ministry of Communications, including with regard
to Israeli holding requirements included in the licenses of
Cellcom, as Mr. Eduardo Elsztain is not a citizen of Israel. IDBD
and Cellcom formally applied to the Ministry of Communications to
approve these changes and amend the telecommunications licenses of
Cellcom accordingly. If the request is not approved and another
arrangement is not offered by the Ministry of Communications,
Cellcom may face sanctions, which under the terms of its license,
can include suspension or cancellation of its
licenses.
According to
Telecommunications Law, the Ministry of Communications may impose
on telecommunication companies, including Cellcom, financial
sanctions for breach of license and law. The amount of the sanction
is calculated as a percentage of the revenue of the operator, and
according to the degree of severity and extent of the breach, said
may be significant.
In July
2015, Cellcom received (through a wholly owned entity) a uniform
and general license for the provision of landline telephony
services (which replaced the previous license for providing this
service), for the period ending April 2026. A uniform and general
license was also awarded to Netvision and replaced its general
license for providing internet access services, international
carriers, and a network access point for the period ending February
2022. In addition, an entity, fully controlled by Cellcom received
a uniform and general license which replaced the landline telephony
service license, for the period ending March 2026. These licenses
can be extended for an additional period of 10 years, under terms
similar to the terms of extension of the general cellular
license.
The
Ministry of Communications has issued rules providing for
unification of all uniform licenses. The uniform license allows
providers to also offer virtual operator services. The process of
unifying the uniform licenses and the timetable have not yet been
determined and it is possible that this process will have a legal,
financial, tax and accounting effect on Cellcom’s and
Netvision’s businesses. The provision of a number of services
by one entity will require limitations also on discrimination
between operators.
Cellcom
holds other communications licenses: a special license for the
provision of data transmission and communication services in
Israel, a license to provide internet services, and licenses to
provide cellular services, landline telecommunication services and
internet services in the West Bank, for periods ending 2016-2018.
These licenses include conditions similar to those of the general
license for the provision of cellular services, as noted
above.
According to
regulations that apply to the uniform license, there are certain
limitations on cross ownership among license holders.
2. Further Regulation Applicable to
Communications Services
In July
2014, the Ministry of Communications announced a public hearing on
the coverage and quality requirements for second-generation and
third generation networks. The proposed requirements are stricter
than those currently existing and if adopted, could have an adverse
effect on the results of Cellcom. Cellcom is unable to assess
whether the proposed changes will be adopted, and what the impact
of these changes will have in practice on Cellcom’s operating
results.
In
addition, in August 2014, the Ministry of Communications announced
a public hearing to consider call centers owned by communications
operators. In addition, the Ministry of Communications proposed to
amend the Communications Law (Telecommunications and Broadcasting),
1982, providing that a customer may claim pre-set financial
compensation if the telephone call center does not reply within an
average response time or if there is an overcharge error. Cellcom
believes that adoption of these proposed changes could have a
material adverse effect on Cellcom’s business.
3. Permits for Setting Up Base Sites
a. Cellcom’s cellular services
generlly are provided through base sites across Israel, their
construction and licensing are included in TAMA 36 (District Zoning
Plan) – Part A - National Master Plan for Communications -
Small and Micro Broadcasting Facilities (“TAMA 36”),
and Radiation Law. Regulating the deployment of wireless access
devices, which are base sites with smaller dimensions, are, for the
most part, regulated by Communications Law and Radiation Law. The
construction of base sites requires a permit as per Planning and
Building Law, 1965 (“Planning and Building Law”), and
is subject to other approvals from multiple
regulators.
Legal
proceedings (civil, criminal and administrative) are pending
against Cellcom, under which a number of arguments were raised
concerning the legal compliance of some of Cellcom’s sites,
alleging failure to obtain permits under Planning and Building Law,
or based on development of sites in contravention of a
permit.
Cellcom
did not apply for a building permit for approximately 33% of its
base sites on the basis of the exemptions for wireless access
facilities provided by law. In 2010, the Supreme Court issued a
Temporary Order at the request of the Government’s Attorney
General, enjoining Cellcom, Partner, and Pelephone from proceeding
with construction of these facilities on the basis of the
exemption. A final determination of the regulatory authorities
regarding applications for exemptions is pending as of the date of
this Annual Report.
In
addition, Cellcom provides in-building repeaters and micro-sites
(“femtocells”)
for its subscribers seeking a solution to poor indoor reception.
Based on an opinion Cellcom received from legal counsel, Cellcom
did not request building permits for the repeaters that were
installed on roof tops, which are a small fraction of all repeaters
installed. It is not clear whether the installation of a different
type of in-building repeaters and micro-sites requires a building
permit. Some require a specific permit while others require a
permit from the Ministry of Environmental Protection, depending on
their radiation levels. Cellcom also builds and operates microwave
facilities as part of its transmission network. The different types
of microwave facilities receive permits from the Ministry of
Environmental Protection regarding their radiation levels. Based on
an opinion of legal counsel, Cellcom believes that building permits
are not required for the installation of microwave facilities on
rooftops.
b. Indemnification obligation -
under Planning and Construction Law, local planning and building
committees may demand and receive, as a condition for granting a
building permit for a site, a letter of indemnity for claims under
Section 197 of Planning and Construction Law. By December 31, 2015,
Cellcom had executed approximately 400 letters of indemnity as a
condition for receiving permits. In some cases, Cellcom has not yet
been built any sites. As at December 31, 2015, two requests for
indemnification were received from one local committee on the basis
of a letter of indemnity as noted, in an immaterial
amount.
As a
result of the requirement to deposit letters of indemnity, Cellcom
may decide to dismantle or move some sites to less advantageous
locations, or build certain sites, if it concludes that the risk of
granting letters of indemnity exceeds the benefit derived from
those sites, which may result in a deterioration of cellular
services and damage network coverage.
c. Radiation Law, Regulations and Permits
Thereunder - Radiation Law, Regulations and Principles
thereunder included provisions relating to all aspects related to
regulating the issue of non-ionizing radiation, including,
inter alia, levels of
exposure that are permissible.
In May
2012, the Ministries of Communications, Health and Environmental
Protection, based on their assessment of the potential health
consequences of fourth-generation telecommunications services in
Israel, including increased exposure to non-ionizing radiation,
issued a memorandum advising that deployment of the
fourth-generation network should be based on existing base
stations, other smaller base sites both internal and external, and
if possible, using the wired infrastructure so that data traffic
will be carried mainly through fixed communication lines and not
through any cellular infrastructure. In August 2014, the Ministry
of Communications allowed the use of fourth-generation
infrastructures, and in January 2015 fourth-generation frequencies
were awarded to cellular operators. The recommendations of May
2012, as noted, were not included in the tender documents or in
said approval.
Insurance
Areas of Activity of Clal Insurance Business Holdings
Clal
Holdings offers general insurance such as car insurance,
homeowners’ insurance, and credit and foreign trade risk
insurance, among others, as well as health insurance. The
activities of Clal Holdings and its subsidiaries are subject to the
provisions of laws applicable insurance companies and to regulatory
supervision. Clal Holdings’ subsidiaries are supervised by
the Capital Markets, Insurance and Savings Commissioner (the
“Insurance Commissioner”). Clal Insurance and its
subsidiary, Clalbit Financing, are supervised by the Israel
Securities Authority. Subsidiaries of the Clal Holdings Insurance
Group have been subject to administrative enforcement proceedings
and the imposition of fines. Clal Insurance is not in breach of any
material regulatory provision applicable to its
operations.
Capital Requirements of Insurance Companies
Minimum Capital – The Supervision of Financial
Services (Insurance) (Minimum Equity Required of an Insurer),
Regulations, 1998 (“Capital Regulations”) law
prescribes minimum capital requirements for insurance companies.
The capital required for insurance activities consists of a first
layer of capital, based the greater of the initial capital and
capital derived from the volume of activity in general insurance,
the higher of the calculation based on premiums and the calculation
based on outstanding claims, as well as other capital requirements.
Failure to comply with the Capital Regulations will require the
insurer to increase its equity up to the amount stated in the
Capital Regulations or reduce the scope of its business
accordingly, no later than the date of publication of the report,
except in exceptional circumstances as approved by the Insurance
Commissioner, that will then determine any supplementary capital
requirements.
Breakdown of an Insurer’s Capital – The
Insurance Commissioner issued a circular in August 2011
(“Circular”) that provides a framework for determining
the composition of an insurer’s equity, in conjunction with
the adoption in Israel of the Solvency II Directive
(“Directive” or “Solvency II”), as amended
and updated.
· Initial
(core) capital (basic tier 1), equals the components included in
capital attributable to shareholders of Clal Insurance. The overall
capital ratio must be at least 60% of the total equity of the
insurer.
· Secondary
(tier 2) capital includes complex secondary capital instruments
(excluding periodic accrued interest payments), subordinate
secondary capital instruments (as defined by the Circular) and any
other component or instrument approved by the Insurance
Commissioner. A complex secondary capital instruments is one that
is subordinated to any other instrument, except for initial
capital, including financial instruments available to absorb losses
by postponing payment of principal and interest. The first
repayment date of secondary capital instruments will be after the
end of the period that reflects the weighted average maturity of
insurance liabilities, plus two years, or after 20 years, whichever
is first, but no earlier than eight years from the date an
instrument is issued. If the complex secondary capital instrument
includes an incentive for early redemption, the first incentive
payment date may not be earlier than five years from the date of
issue of the instrument.
· Tertiary
(tier 3) capital includes complex tertiary capital instruments
(excluding periodic accrued interest payments) and any other
component or instrument approved by the Insurance Commissioner. A
tertiary capital instrument is subordinate to any other instrument,
except for primary and secondary capital, and includes financial
instruments available to absorb the insurer’s losses by
postponing the payment of principal. Tertiary capital will must be
junior to secondary capital and equal in the order of credit
repayments. The first repayment date on tertiary capital
instruments may not be earlier than five years from the date of
issuance. If the complex tertiary capital instrument includes an
incentive for early redemption, the first indentive payment date
may not be earlier than five years from the date of issue of the
instrument. Tertiary capital may not exceed 15% of the total
capital of the insurer.
Insurance
liabilities include liabilities that are not yield dependent but
excludes any liability fully backed by lifetime indexed bonds and
net of any reinsurance costs. Approval of the Insurance
Commissioner is required for inclusion of hybrid capital
instruments (primary, secondary or tertiary) in equity. The
Circular includes a Temporary Order regarding the breakdown of an
insurer’s equity (“Temporary Order”), which will
apply until full implementation of the Directive in Israel, when
announced by the Insurance Commissioner. The Temporary Order
defines the secondary capital issued according to Capital
Regulations, before amendment, as subordinate secondary capital and
imposes a limit equal to 50% of basic capital.
Distribution of dividends – In accordance with rules
promulgated by the Insurance Commissioner, a dividend distribution
may not be approved, unless, after giving pro forma effect to the
proposed distribution, the insurer has a ratio of recognized equity
to required equity of at least 105%, as confirmed in filings with
the Insurance Commissioner. Prior approval of the Insurance
Commissioner is not required for any distribution of dividends if
the total equity of the insurance company, as defined by
Supervision of Financial Services (Insurance) (Minimum Equity
Required of an Insurer), Regulations, 1998 (“Minimum Capital
Regulations”), after giving effect to the distribution of the
proposed dividend, exceeds 115% of the required
equity.
In
November 2014, the Insurance Commissioner outlined solvency rules
(“rules” or “regime,” as applicable) based
on Solvency II, in Israel, in a letter addressed to managers of the
insurance companies (“Letter”). In the Letter, the
Insurance Commissioner outlined a plan to adopt the 2016 European
model for calculating capital and capital requirements for the
local market, effective as of the annual reports for 2016
(“First Adoption Date”). During a period to be
determined by the Insurance Commissioner and as conditions require,
insurance companies will also be required to comply with capital
requirements under existing regulations. The Letter stated that
until final adoption, insurance companies must prepare additional
quantitativeassessment exercises (IQIS) for the 2014-2015 period.
These requirements are intended to assess the quantitative effects
of adopting the model, as well as providing data for calibrating
and adjusting the model. In addition, the Letter addressed an
initiative to develop a framework for quarterly reporting of
insurance companies’ solvency ratio. The Letter also referred
to the Commissioner’s intention to publish provisions for
managing capital and targets for internal capital, to address a gap
survey that insurers will undertake with respect to their risk
management systems, controls and corporate governance and a
consultation paper to promote the process of self-assessment of
risks and solvency (ORSA).
In
April 2015, the Insurance Commissioner published a second letter
titled “Plan for the Adoption of Rules for Solvency, based on
Solvency II” and provisions for the IQIS4 exercises to be
undertaken regarding the 2014 historical financial statements. The
letter emphasized that the exercise reflects the decision of the
Insurance Commissioner to impose adjustments required for the
Israeli insurance market. The Letter further stated in connection
with the proposed adoption of IQIS5 that the Insurance Commissioner
would continue to monitor developments in the European markets and
would consider adjustments relevant for Israel.
In July
2015, the Insurance Commissioner issued a letter concerning
“transitional provisions regarding the application of
solvency rules, based on Solvency II” (the “Letter on
Transitional Provisions”). The transitional provisions were
provided by reference to certain solvency rules set forth in the
European Directive relating to, inter alia, a gradual adoption of
capital requirements in respect of holdings of equity shares which
may a component to be included in the calculation of core capital.
In addition, the letter included transitional provisions regarding
submission of a plan to improve the capital ratios of insurance
companies whose ratios are negatively affected following adoption
of the new solvency rules beginning with the financial statements
for 2018. Adoption of the solvency rules are expected to change
both the recognized regulatory and required regulatory capital and
according to indications existing today, is expected to result in a
significant decline in the ratio between recognized capital and
required capital of Clal Insurance compared to capital ratios
calculated according to capital ratio requirements currently in
effect, and is expected to adversely affect the ability of Clal
Insurance and Clal Insurance Enterprises to distribute dividends
upon such adoption. However, as a rule, the capital requirements
under the solvency rule are intended to serve as a capital cushion
against more serious events, with a lower loss probability than the
capital requirements under current rules.
In May
2015, the Board of Directors of Clal Insurance Enterprises and the
Board of Directors of Clal Insurance directed its management team
and the Risk Management Committee, which also functions as the
Solvency Committee (“Committee”), to examine measures
Clal Insurance may be able to employ to improve its capital ratio,
in accordance with the new solvency rules and to recommend a course
of action to the Board, including in relation to business
adjustments and/or financial transactions related to Clal
Insurance’s capital, its breakdown, and/or its
responsibilities. The Committee and Management have begun this
examination, and during the first stage, recommended that the Board
issue secondary capital instruments. The Committee will continue to
examine other measures in an effort to prepare the company for
possible adoption of these proposed capital requirements, and
related measures.
Clal
Insurance has calculated its capital ratio using results as of
December 31, 2014 (“Calculation Date”) and based on the
IQIS4 rules and has determined that it would be in compliance, as
of the Calculation Date, with the proposed capital requirements, in
the context of the transitional provisions, even before taking pro
forma account of the positive impact on the capital ratio provided
by the subsequent issuance of subordinated notes. The related
calculations were submitted to the Insurance Commissioner on August
31, 2015. The Insurance Commissioner has not yet published binding
provisions for adoption, and there is uncertainty regarding the
details of the final provisions. Clal Insurance will continue to
monitor the quantitative aspects of the proposed solvency rules
towards final adoption, in an effort to anticipate requisite
controls and capital requirements.
On
March 14, 2016, “IQIS Provisions for 2015”
(“Draft”) was published in preparation for the adoption
of Solvency II. Insurance companies are required to submit an
additional quantitative evaluation survey on the basis of December
2015 results (“IQIS5”), by June 30, 2016. The Draft was
issued by reference to the European legislation adapted for
requirements of the local market and that goes beyond provisions
for quantitative evaluation surveys previously issued. The main
changes relate to establishing risk-free interest curves, through
extrapolation to the ultimate forward rate point, the components of
recognized capital, capital requirements less investments in
infrastructure (capital and debt), adjusting capital requirements
for management companies, and updating the formula for calculating
capital requirements for risk premiums and reserves for general
insurance. Clal Insurance is unable to assess the overall impact of
the changes based on the provisions in the Draft tocarry out a
further quantitative evaluation survey, and will carry out an
assessment of the current capital status, when the binding
provisions will be finalized. According to the Draft, the IQIS5
calculation will be a factor in assessing preparedness of insurance
companies and to the implementation and scope of the final
provisions to be adopted.
Capital
requirements under the Capital Regulations are based on the
separate individual financial statements of an insurance company.
For purposes of calculating recognized capital, an investment by an
insurance company in an insurance company or a controlled
management company, and in other subsidiaries will be calculated on
the equity basis, according to a holding rate, which includes
indirect holdings.
The
minimum capital required of Clal Insurance has been reduced, with
approval of the Insurance Commissioner, by 35% of the original
difference attributed to the managing companies and provident funds
under its control. However, when calculating the amount of
dividends permitted for distribution, this difference will be added
at level of the capital structure. In September 2013, the Insurance
Commissioner notified Clal Insurance that the deducted amount to be
added back to the minimum capital required, will be after a
deduction for a tax reserve accrued by Clal Insurance following the
acquisition of provident fund operations. The approval of the
Insurance Commissioner, as noted above, will be canceled with
adoption of capital requirements under the Directive that will
replace the Capital Regulations.
In
March 2013, Clal Insurance received a letter from the Insurance
Commissioner regarding the determination of credit ratings
according to an internal model used by Clal Insurance
(“internal model”), to be applied as a risk rating
methodology for a subject insured, according to conditions of the
relevant sector. The Insurance Commissioner authorized Clal
Insurance to allocate capital for adjusted loans, ranked according
to its internal model and with reference to the rates specified in
the Capital Regulations. If there is an external rating available,
the capital allocation will be made using the lower of the
available ratings. The letter also requires Clal Insurance to
submit immediate and periodic reports as specified regarding these
activities that make the specified transactions subject to review
by the Commissioner of Insurance. As a result of its compliance
with the provisions of the letter, Clal Insurance’s capital
requirements were reduced by NIS 69 million, as at the end of the
reporting period.
Permit Issued by the Insurance Commissioner to the Former
Controlling Shareholders of IDBH to Retain Control of Clal
Insurance Enterprises and Consolidated Institutional
Entities
On May
8, 2014, legal counsel for the former controlling shareholders of
IDBD (Ganden, Manor, and Livnat Groups) was notified by the
Commissioner that in the context of arrangements among the
creditors of IDBH, and given that they no longer controlled the
Clal Insurance Enterprises Group, the authorization previously
issued by the Insurance Commissioner for control of these entities
was terminated, including, with respect to Clal Insurance, Clal
Credit Insurance and Clal Pension and Provident Funds. IDBH
undertook to supplement (or to cause its controlled affiliates to
supplement) the required equity of the insurers in compliance with
the Capital Regulations, subject to the a cap of 50% of the
required capital of an insurer, and that the obligation will take
effect only if the insurer’s equity is determined to be
negative, and such funding amount will then be equal to the amount
of negative capital, up to the 50% cap.
In
addition, IDBH undertook to contribute to the equity of Clal
Pension and Provident Funds up to the amount prescribed by the
Provident Fund Regulations, for as long as IDBH is the controlling
shareholder of the institutional entities. The authorization
specifies conditions and imposes restrictions on the ability of a
holding entity to impose liens on the equity of IDBD’s
institutional entities it holds. The former controlling
shareholders were also required, as long as any liens existed on
their equity interest of IDBH, to ensure that Clal Insurance
Enterprises complied with applicable capital requirements, such
that the equity of Clal Insurance Enterprises at no time was less
than the product of the holding rate of Clal Insurance Enterprises
in Clal Insurance and 140% of the required minimum equity of Clal
Insurance, calculated according to the Capital Regulations on
September 30, 2005 (as the holding rate was linked to the CPI of
September 2005).
At the
end of the reporting period, the required minimum capital of Clal
Insurance Enterprises was NIS 2.9 billion, greater that the amount
required based on the foregoing calculation. The capital
requirement is calculated on the basis of the financial statements
of Clal Insurance Enterprises. Following termination of the control
authorization, the former controlling shareholders have questioned
whether the capital requirements applicable to Clal Insurance
Enterprises thereunder continue to apply.
Clal
Insurance is committed to finding a strategy to supplement its
required equity in compliance with the Capital Regulations if the
equity of Clal Credit Insurance becomes negative, and as long as
Clal Insurance is the controlling shareholder of Clal Credit
Insurance. Clal Insurance is committed to supplement the equity of
Clal Pension and Provident Funds as necessary to ensure it complies
with the minimum amount required by Income Tax Regulations (Rules
for Approval and Management of Provident Funds), 1964
(“Income Tax Regulations”). This commitment is valid as
long as Clal Insurance controls, directly or indirectly, Clal
Pension and Provident Funds.
In
February 2012, Supervision of Financial Services Regulations
(Provident Funds) (Minimum Capital Required of a Management Company
of a Provident Fund or Pension Fund), 2012, was published along
with Income Tax Regulations (Rules for Approval and Management of
Provident Funds) (Amendment 2), 2012 (“new
regulations”).
Pursuant to the new
regulations, the capital requirements for management companies were
expanded to include capital requirements based on the volume of
assets under management and applicable annual expenses, but not
less than the initial capital of NIS 10 million. In addition,
liquidity requirements were also prescribed. A fund management
company may distribute dividends only to the extent of any excess
above the minimum amount of equity required by said regulations. In
addition, a fund management company must provide additional capital
in respect of controlled management companies. As at the end of the
reporting period, the management companies controlled by Clal
Insurance have capital balances in excess of the minimum capital
required by the capital regulations for management companies. In
light of capital regulations for management companies and in order
to finance the expansion of operating and investing activities of
Clal Pension and Provident Funds, the Boards of Directors of Clal
Insurance and Clal Pension and Provident Funds in 2015 and 2014
approved an subscribed shares of Clal Pension and Provident Funds
in consideration for NIS 100 million and NIS 80 million,
respectively.
Anti-Money Laundering. In
September 2015, a draft Anti-Money Laundering Order was proposed
which seeks to expand its application to certain provident funds,
and reduced the amounts of accumulations, deposits and withdrawals
subject to reporting. Furthermore, the draft order specifies a
‘know your customer’ process that must be undertaken
before issuing a life insurance policy or opening a provident fund.
In October 2015, a draft addendum to the Anti-Money Laundering Law,
5776-2015 was published to provide for changes to existing law that
set forth stricter criminal penalties under the Anti-Money
Laundering Law and set forth provisions for sharing of information
between the Anti-Money Laundering Authority and the insurance
commissioner. In the evaluation of Clal Insurance, the draft order
and draft bill may adversely affect the sale of its
products.
C. ORGANIZATIONAL STRUCTURE
Subsidiaries and associated companies
The
following table includes a description of our direct subsidiaries
and associated companies as of June 30, 2017:
Subsidiaries
|
Effective
Ownership and Voting Power Percentage
|
Property/Activity
|
Agro-Uranga
S.A
|
35.72%
|
Agro-Uranga is an
agricultural company which owns 2 farmlands (Las Playas and San
Nicolás) that have 8.299 hectares on the state of Santa Fe and
Córdoba.
|
Brasilagro
Companhia Brasileira de Propiedades Agrícolas (1)
|
43.43%
|
Brasilagro is
mainly involved in four areas: sugar cane, crops and cotton,
forestry activities, and livestock.
|
Agropecuaria Santa
Cruz S.A. (formerly known as Doneldon S.A.)
|
100%
|
Agropecuaria Santa
Cruz S.A. is involved in investments in entities organized in
Uruguay or abroad through the purchase and sale of bonds, shares,
debentures and any kind of securities and commercial paper under
any of the systems or forms created or to be created, and in the
management and administration of the capital stock it owns on
companies controlled by it.
|
Futuros y
Opciones.Com S.A.
|
59.59%
|
A leading
agricultural web site which provides information about markets and
services of economic and financial consulting through the Internet.
The company has begun to expand the range of commercial services
offered to the agricultural sector by developing direct sales of
supplies, crops brokerage services and cattle
operations.
|
Amauta Agro S.A.
(2)
|
59.63%
|
Amauta Agro
S.A.’s purpose is to engage, in its own name or on behalf of
or associated with third parties, in activities related to the
production of agricultural products and raw materials, export and
import of agricultural products and national and international
purchases and sales of agricultural products and raw
materials.
|
FyO Acopio S.A.
(formerly known as Granos Olavarria S.A. (2)
|
59.63%
|
FyO Acopio S.A. is
principally engaged to the warehousing of cereals and brokering of
grains.
|
Helmir
S.A.
|
100%
|
Helmir S.A. is
involved in investments in entities organized in Uruguay or abroad
through the purchase and sale of bonds, shares, debentures and any
kind of securities and commercial paper under any of the systems or
forms created or to be created, and to the management and
administration of the capital stock it owns on companies controlled
by it.
|
IRSA Inversiones y
Representaciones Sociedad Anónima (1) (3)
|
63.76%
|
It is a leading
Argentine company devoted to the development and management of real
estate.
|
Sociedad
Anónima Carnes Pampeanas S.A. (3)
|
100%
|
Sociedad
Anónima Carnes Pampeanas, a company that owns a cold storage
plant in Santa Rosa, Province of La Pampa, with capacity to
slaughter and process approximately 9,500 cattle head per
month.
|
(1)
Excludes effect of treasury stock.
(2)
Includes Futuros y Opciones.Com S.A.’s interest.
(3)
Includes Helmir’s interest.
D. PROPERTY, PLANTS AND EQUIPMENT
Overview of Agricultural Properties
As of
June 30, 2017, we owned, together with our subsidiaries, 29
farmlands, which have a total surface area of 632,681
hectares.
The
following table sets forth our properties’ size (in
hectares), primary current use and book value. The market value of
farmland is generally higher the closer a farmland is located to
Buenos Aires:
Owned
Farmlands as of June 30, 2017
|
|
Facility
|
Province
|
Country
|
|
|
|
Net Book Value
(Ps. Millions) (1)
|
|
|
|
|
|
|
|
|
1
|
El
Recreo
|
Catamarca
|
Argentina
|
12,395
|
|
Natural
woodlands
|
1.3
|
2
|
Los
Pozos
|
Salta
|
Argentina
|
239,639
|
|
Cattle/
Agriculture/ Natural woodlands
|
208.4
|
3/4
|
San
Nicolás/Las Playas (2)
|
Santa
Fe/Córdoba
|
Argentina
|
2,965
|
|
Agriculture/
Dairy
|
19.5
|
5/6
|
La Gramilla/ Santa
Bárbara
|
San
Luis
|
Argentina
|
7,072
|
|
Agriculture Under
irrigation
|
168.1
|
7
|
La
Suiza
|
Chaco
|
Argentina
|
36,380
|
|
Agriculture/
Cattle
|
95.5
|
8
|
La
Esmeralda
|
Santa
Fe
|
Argentina
|
9,370
|
|
Agriculture/
Cattle
|
62.1
|
9
|
El
Tigre
|
La
Pampa
|
Argentina
|
8,360
|
|
Agriculture/
Dairy
|
36.6
|
10
|
San
Pedro
|
Entre
Rios
|
Argentina
|
6,022
|
|
Agriculture
|
111.6
|
11/12
|
8 De Julio/
Estancia Carmen
|
Santa
Cruz
|
Argentina
|
100,911
|
|
Sheep
|
11.0
|
13
|
Administración
Cactus
|
San
Luis
|
Argentina
|
171
|
|
Natural
woodlands
|
0.6
|
14
|
Las
Vertientes
|
Cordoba
|
Argentina
|
4
|
-
|
Silo
|
0.5
|
15/16/17
|
Las Londras/San
Rafael/ La Primavera
|
Santa
Cruz
|
Bolivia
|
9,875
|
|
Agriculture
|
407.4
|
18/19/20
|
Jerovia/Marangatú/Udra
(3)
|
Mariscal
Estigarribia
|
Paraguay
|
59,490
|
|
Agriculture
/Natural Woodlands
|
388.9
|
21
|
Finca
Mendoza
|
Mendoza
|
Argentina
|
389(5)
|
|
Natural
woodlands
|
0.0
|
22
|
Establecimiento
Mendoza
|
Mendoza
|
Argentina
|
9
|
|
Natural
woodlands
|
4.9
|
23/29
|
Brasilagro(4)
|
|
Brazil
|
139,629
|
|
Agriculture/
Forestry/Cattle
|
1,808.8
|
Subtotal
|
|
|
632,681
|
|
|
3,325.2
|
(1)
|
Acquisition
costs plus improvements and furniture necessary for the production,
less depreciation.
|
(2)
|
Hectares
and carrying amount in proportion to our 35.72% interest in
Agro-Uranga S.A.
|
(3)
|
Hectares
and carrying amount in proportion to our 50.00% interest in Cresca
through Brasilagro.
|
(4)
|
See the
section “Overview of Brasilagro’s
Properties.”
|
(5)
|
Corresponds
to our 40% ownership of Establecimiento Mendoza.
|
Overview of Brasilagro’s Properties
As of
June 30, 2017, we owned, together with our subsidiaries, 6
farmlands, which have a total surface area of 139,629 hectares,
acquired at a highly convenient value compared to the average of
the region, all of them with a great appreciation
potential.
|
|
|
|
|
|
|
|
|
|
Jatobá
Farmland
|
Jaborandi/BA
|
30,981
|
Agriculture
|
277.6
|
Alto Taquari
Farmland
|
Alto
Taquari/MT
|
5,394
|
Agriculture
|
168.1
|
Araucária
Farmland
|
Mineiros/GO
|
6,493
|
Agriculture
|
249.1
|
Chaparral
Farmland
|
Correntina/BA
|
37,184
|
Agriculture
|
375.0
|
Nova Buriti
Farmland
|
Januária/MG
|
24,211
|
Forestry
|
103.4
|
Preferência
Farmland
|
Barreiras/BA
|
17,799
|
Cattle
|
141.4
|
São José
FarmlandMaranhão/MA
|
|
|
17,566
|
Agriculture
|
494.1
|
Subtotal
Brazil
|
139,628
|
|
1,808.7
|
In the
ordinary course of business, the leases property or spaces for
administrative or commercial use both in Argentina and Israel under
operating lease arrangements. The agreements entered into include
several clauses, including but not limited, to fixed, variable or
adjustable payments.
Overview of Urban properties and investment business
In the
ordinary course of business, the leases property or spaces for
administrative or commercial use both in Argentina and Israel under
operating lease arrangements. The agreements entered into include
several clauses, including but not limited, to fixed, variable or
adjustable payments.
The
following table sets forth certain information about our properties
for the Operation Center in Argentina as of June 30,
2017:
|
|
|
Location
|
|
Use
|
|
Edificio
República
|
|
19,885
|
City of Buenos
Aires
|
1,534
|
Office
Rental
|
95%
|
Bankboston
Tower
|
|
14,873
|
City of Buenos
Aires
|
1,148
|
Office
Rental
|
100%
|
Bouchard
551
|
|
0
|
City of Buenos
Aires
|
55
|
Office
Rental
|
-
|
Intercontinental
Plaza
|
|
3,876
|
City of Buenos
Aires
|
80
|
Office
Rental
|
100%
|
Bouchard
710
|
|
15,014
|
City of Buenos
Aires
|
1,077
|
Office
Rental
|
100%
|
Dot
Building
|
|
11,242
|
City of Buenos
Aires
|
751
|
Office
Rental
|
100%
|
Santa María
del Plata
|
|
116,100
|
City of Buenos
Aires
|
442
|
Other
Rentals
|
91%
|
San Martín (ex
Nobleza Picardo)
|
|
109,610
|
Province of Buenos
Aires, Argentina
|
739
|
Other
Rentals
|
94%
|
Other
Properties(5)
|
N/A
|
N/A
|
City and Province
of Buenos Aires
|
1,339
|
Mainly Rental
offices and properties under development
|
N/A
|
Abasto(3)
|
|
36,795
|
City of Buenos
Aires, Argentina
|
5,374
|
Shopping
Mall
|
96.8%
|
Alto
Palermo(3)
|
|
18,945
|
City of Buenos
Aires, Argentina
|
5,064
|
Shopping
Mall
|
99.3%
|
Alto
Avellaneda(3)
|
|
36,063
|
Province of Buenos
Aires, Argentina
|
3,277
|
Shopping
Mall
|
99.3%
|
Alcorta
Shopping(3)
|
|
15,613
|
City of Buenos
Aires, Argentina
|
2,370
|
Shopping
Mall
|
98.1%
|
Patio
Bullrich(3)
|
|
11,760
|
City of Buenos
Aires, Argentina
|
1,379
|
Shopping
Mall
|
97.6%
|
Alto
Noa(3)
|
|
19,059
|
City of Salta,
Argentina
|
678
|
Shopping
Mall
|
97.2%
|
Buenos Aires
Design(3)
|
|
13,967
|
City of Buenos
Aires, Argentina
|
25
|
Shopping
Mall
|
97.2%
|
Mendoza
Plaza(3)
|
|
42,867
|
Mendoza,
Argentina
|
1,299
|
Shopping
Mall
|
97.1%
|
Alto Rosario
(3)
|
|
31,807
|
Santa Fe,
Argentina
|
2,379
|
Shopping
Mall
|
99.6%
|
Córdoba
Shopping –Villa Cabrera(3)(11)
|
|
15,445
|
City of
Córdoba, Argentina
|
759
|
Shopping
Mall
|
98.1%
|
Dot Baires
Shopping(3)
|
|
49,499
|
City of Buenos
Aires, Argentina
|
3,287
|
Shopping
Mall
|
99.9%
|
Soleil Premium
Outlet(3)
|
|
15,227
|
Province of Buenos
Aires, Argentina
|
922
|
Shopping
Mall
|
100,00%
|
La Ribera
Shopping(3)
|
|
10,054
|
Santa Fe,
Argentina
|
146
|
Shopping
Mall
|
97.6%
|
Distrito Arcos
(3)
|
|
14,692
|
City of Buenos
Aires, Argentina
|
891
|
Shopping
Mall
|
100,00%
|
Alto
Comahue(3)
|
|
9,766
|
Neuquén,
Argentina
|
802
|
Shopping
Mall
|
96.4%
|
Patio
Olmos(3)
|
|
-
|
City of
Córdoba, Argentina
|
147
|
Shopping
Mall
|
N/A
|
Caballito Plot of
Land
|
|
5,000
|
City of Buenos
Aires
|
209
|
Land
Reserve
|
N/A
|
Santa María
del Plata
|
|
116,100
|
City of Buenos
Aires
|
3,132
|
Other
Rentals
|
91%
|
Luján plot of
land(3)
|
|
1,160,000
|
Province of Buenos
Aires, Argentina
|
167
|
Mixed
uses
|
N/A
|
Other Land Reserves
(4)
|
N/A
|
N/A
|
City and Province
of Buenos Aires
|
1,231
|
Land
Reserve
|
N/A
|
Intercontinental(7)
|
|
24,000
|
City of Buenos
Aires
|
62
|
Hotel
|
74%
|
Sheraton
Libertador(8)
|
|
37,600
|
City of Buenos
Aires
|
29
|
Hotel
|
73%
|
Llao
Llao(9)(10)
|
|
17,463
|
City of
Bariloche
|
77
|
Hotel
|
52%
|
(1)
Total leasable area
for each property. Excludes common areas and parking
spaces.
(2)
Cost of acquisition
or development plus improvements, less accumulated depreciation,
less allowances.
(4)
Includes the
following land reserves: Pontevedra plot; Mariano Acosta, San Luis
Plot, Pilar plot and Merlo plot (through IRSA) and Intercontinental
Plot, Dot Adjoining Plot, Mendoza Plot, Puerto Retiro (through IRSA
CP).
(5)
Includes the
following properties: Anchorena 665, Anchorena 545 (Chanta IV),
Zelaya 3102, 3103 y 3105, Constitución 1111, Madero 1020, La
Adela, Paseo del Sol, Edificio Phillips, Maipú 1300,
Libertador 498 and Suipacha 652.
(6)
Percentage of
occupation of each property. The land reserves are assets that the
company remains in the portfolio for future
development.
(7)
Through Nuevas
Fronteras S.A.
(8)
Through Hoteles
Argentinos S.A.
(9)
Through Llao Llao
Resorts S.A.
(10)
Includes
Ps.21,900,000 of book value that corresponds to “Terreno
Bariloche.”
(11)
Included in
Investment Properties is the cinema building located at
Córdoba Shopping – Villa Cabrera, which is encumbered by
a right of antichresis as a result of loan due to Empalme by NAI
INTERNACIONAL II Inc. The total amount of the loan outstanding was
Ps.12.2 million as of June 30, 2017.
The
following table sets forth certain information about our properties
for the Operation Center in Israel as of June 30,
2017:
Property
|
Date
of acquisition
|
Location
|
|
Use
|
|
|
|
|
|
Tivoli
|
oct-15
|
United
States
|
4,007
|
Rental
properties
|
Kiryat Ono
Mall
|
oct-15
|
Israel
|
2,299
|
Rental
properties
|
Shopping Center
Modi’in A
|
oct-15
|
Israel
|
1,026
|
Rental
properties
|
HSBC
|
oct-15
|
United
States
|
15,306
|
Rental
properties
|
Matam park -
Haifa
|
oct-15
|
Israel
|
7,121
|
Rental
properties
|
Caesarea -
Maichaley Carmel
|
oct-15
|
Israel
|
0
|
Rental
properties
|
Herzeliya
North
|
oct-15
|
Israel
|
4,841
|
Rental
properties
|
Gav-Yam Center -
Herzeliya
|
oct-15
|
Israel
|
3,143
|
Rental
properties
|
Neyar Hadera
Modi’in
|
oct-15
|
Israel
|
997
|
Rental
properties
|
Gav yam park - Beer
Sheva
|
oct-15
|
Israel
|
921
|
Rental
properties
|
Haifa
|
oct-15
|
Israel
|
720
|
Rental
properties
|
Ispro planet
-BeerSheva -Phase1
|
oct-15
|
Israel
|
1,421
|
Rental
properties
|
SHARON
|
oct-15
|
Israel
|
1,364
|
Rental
properties
|
Merkaz
|
oct-15
|
Israel
|
467
|
Rental
properties
|
Zafon
|
oct-15
|
Israel
|
124
|
Rental
properties
|
Mizpe
Sapir
|
oct-15
|
Israel
|
167
|
Rental
properties
|
Others
|
oct-15
|
Israel
|
10,410
|
Rental
properties
|
Tivoli
|
oct-15
|
United
States
|
496
|
Undeveloped parcels
of land
|
Others
|
oct-15
|
Israel
|
2,4442
|
Undeveloped parcels
of land
|
Tivoli
|
oct-15
|
United
States
|
367
|
Properties under
development
|
Ispro Planet
– Beer Sheva – Phase 1
|
oct-15
|
Israel
|
210
|
Properties under
development
|
Others
|
oct-15
|
Israel
|
1,813
|
Properties under
development
|
Total
|
|
|
59,662
|
|
Insurance
Agricultural Business
We
carry insurance policies with insurance companies that we consider
to be financially sound. We employ multi-risk insurance for our
farming facilities and industrial properties, which covers property
damage, negligence liability, fire, falls, collapse, lightning and
gas explosion, electrical and water damages, theft, and business
interruption. Such insurance policies have specifications, limits
and deductibles which we believe are customary. Nevertheless, they
do not cover damages to our crops. We carry directors and
officer’s insurance covering management’s civil
liability, as well as legally mandated insurance, including
employee personal injury. We also provide life or disability
insurance for our employees as benefits.
We
believe our insurance policies are adequate to protect us against
the risks for which we are covered. Nevertheless, some potential
losses are not covered by insurance and certain kinds of insurance
coverage may become prohibitively expensive.
The
types of insurance used by us are the following:
Insured
Property
|
Risk
Covered
|
Amount
Insured
(in
Millions of Ps.)
|
Book
Value
(in
Millions of Ps.)
|
Buildings,
machinery, silos, installation and furniture and
equipment
|
Theft, fire and
technical insurance
|
643
|
526
|
Vehicles
|
Theft, fire and
civil and third parties liability
|
38
|
12
|
Urban properties and investment business
IRSA
carries all-risk insurance for its shopping malls and other
buildings covering damages to the property caused by fire,
explosion, gas leak, hail, storm and winds, earthquakes, vandalism,
theft and business interruption. IRSA also has civil liability
insurance covering all potential damages to third parties or goods
arising from the development of its businesses throughout the whole
Argentine territory. IRSA is in compliance with all the legal
requirements relating to mandatory insurance, including statutory
coverage under the Occupational Risk Law, life insurance required
under collective bargaining agreements and other insurance required
by the laws and decrees. Its history of damages is limited to only
one claim made as a result a fire in Alto Avellaneda Shopping in
March 2006, in which the loss was substantially recovered from its
insurers. These insurance policies have all the specifications,
limits and deductibles that are customary in the market and which
IRSA believes are adequate for the risks to which it is exposed in
its daily operations. IRSA also has purchased civil liability
insurance to cover its directors’ and officers’
liability.
Control Systems
IRSA CP
has a computer systems to monitor tenants’ sales in all of
our shopping malls (except stands). IRSA CP also conduct regular
manual audits of its tenants accounting sales records in all of our
shopping malls. Almost every store in those shopping malls has a
point of sale that is linked to a main computer server in the
administrative office of such shopping mall. Likewise, it uses the
information generated from the computer monitoring system for
statistics regarding total sales, average sales, peak sale hours,
etc., for marketing purposes and as a reference for the processes
of internal audit. The lease contracts for tenants in Alto
Avellaneda, Alto Palermo, Alcorta Shopping, Patio Bullrich, Buenos
Aires Design, Abasto, Alto Rosario, Alto NOA, Dot Baires Shopping,
Córdoba Shopping, Soleil Premium Outlet, La Ribera Shopping,
Mendoza Plaza Shopping, Distrito Arcos and Alto Comahue contain a
clause requiring tenants to be linked to the computer monitoring
system, there being certain exceptions to this
requirement.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
A. CONSOLIDATED OPERATING RESULTS
The
following management’s discussion and analysis of our
financial condition and results of operations should be read
together with “Selected Consolidated Financial Data”
and our Audited Consolidated Financial Statements and related notes
appearing elsewhere in this annual report. This discussion and
analysis of our financial condition and results of operations
contains forward-looking statements that involve risks,
uncertainties and assumptions. These forward-looking statements
include such words as, “expects,”
“anticipates,” “intends,”
“believes” and similar language. Our actual results may
differ materially and adversely from those anticipated in these
forward-looking statements as a result of many factors, including
without limitation those set forth elsewhere in this annual report.
See Item 3 “Key Information
– D. Risk Factors” for a more complete
discussion of the economic and industry-wide factors relevant to
us.
For
purposes of the following discussion and analysis, unless otherwise
specified, references to fiscal years 2017, 2016 and 2015 relate to
the fiscal years ended June 30, 2017, 2016, and 2015
respectively.
Revenue Recognition
Our
revenue is measured at the fair value of the consideration received
or receivable.
Revenue
derived from the sale of goods is recognized when: (a) material
risks and benefits derived from title to property have been
transferred; (b) the company does not retain any management
function on the assets sold nor does it have any control whatsoever
on such assets; (c) the amount of revenues and costs associated to
the transaction may be measured on a reliable basis; and (d) the
company is expected to accrue the economic benefits associated to
the transaction.
Revenue
derived from the provision of services is recognized when (a) the
amount of revenue and costs associated to the services may be
measured on a reliable basis; (b) the company is expected to accrue
the economic benefits associated to the transaction, and (c) the
level of completion of services may be measured on a reliable
basis.
Agricultural and agricultural-related activities:
Revenue
from our agricultural activities comes primarily from sales of
agricultural produce and biological assets, from provision of
services related to the activity and from leases from
farmlands.
We
recognize revenue on product sales when the agricultural produce or
biological assets are delivered and the customers take ownership
and assume risk of loss, which is when the products are received by
the customer at its or a designated location or collected directly
by the customer from the cultivation bases, collection of the
relevant receivable is probable and the selling price is fixed or
determinable. Net sales of products represent the invoiced value of
goods, net of trade discounts and allowances, if any.
We also
provide agricultural-related (including but not limited to watering
and feedlot services) and brokerage services to third parties.
Revenue from services is recognized as services are
rendered.
We also
lease land to third parties under operating lease agreements. Lease
income is recognized on a straight-line basis over the period of
the lease.
Investment property activities:
· Rental and services
- Shopping malls portfolio
Revenues
derived from business activities developed in our shopping malls
mainly include rental income under operating leases, admission
rights, commissions and revenue from several services provided to
our lessees.
Rental
income from shopping mall leased out under operating leases,
admission rights and fees related to their real estate agent
business are recognized in the income statements on a straight-line
basis over the term of the leases. When lease incentives are
granted, they are recognized as an integral part of the net
consideration for the use of the property and are therefore
recognized on the same straight-line basis.
Contingent
rents, being lease payments that are not fixed at the inception of
a lease, are recorded as income in the years in which they are
earned. Rent reviews are recognized when such reviews have been
agreed with tenants.
Lease
contracts also provide that common area maintenance charges and
collective promotion funds of our shopping malls are borne by the
corresponding lessees, generally on a proportionally basis. These
common area maintenance charges include all such expenses
convenient and necessary for various purposes including, but not
limited to, the operation, maintenance, management, safety,
preservation, repair, supervision, insurance and enhancement of the
shopping malls. The lessor is responsible for determining the need
and suitability of incurring a common area expense. We makes the
original payment for such expenses, which are then reimbursed by
the lessees. We have assessed the substance of the transactions and
conclude that we are acting as a principal since it has exposure to
the significant risks and rewards associated with the rendering of
services. Service charge income is presented within rental income
and services, separately from property operating expenses. Property
operating expenses are expensed as incurred.
· Rental and services
- Offices and other rental properties
Rental
income from offices and other rental properties include rental
income from office leased out under operating leases, income for
services and expenses recovery paid from tenants.
Rental
income from offices and other rental properties leased out under
operating leases is recognized in the income statements on a
straight-line basis over the term of the leases. When lease
incentives are granted, they are recognized as an integral part of
the net consideration for the use of the property and are therefore
recognized on the same straight-line basis.
Lease
contracts also provide that common area maintenance expenses of our
offices and other rental properties are borne by the corresponding
lessees, generally on a proportionally basis. These common area
maintenance expenses include all such expenses convenient and
necessary for various purposes including, but not limited to, the
operation, maintenance, management, safety, preservation, repair,
supervision, insurance and enhancement of the offices and other
rental properties. We make the original payment for such expenses,
which are then reimbursed by the lessees. We considered that we act
as a principal in these cases. The accrues reimbursements from
tenants for recoverable portions of all these expenses as service
charge revenue in the period the applicable expenditures are
incurred and is presented separately from property operating
expenses. Property operating expenses are recognized as
incurred.
· Revenues from
supermarkets
Revenue
from the sale of goods in the ordinary course of business are
recognized at the fair value of the consideration collected or
receivable, net of returns and discounts. Where the credit term is
short and financing is that typical in the industry, consideration
is not discounted. Where the credit term is longer than the
industry’s average, in accounting for the consideration, the
Company discounts it to its net present value by using the
client’s risk premium or the market rate. The difference
between the fair value and the nominal amount is accounted for
under financial income. If discounts are granted and their amount
can be measured reliably, the discount is recognized as a reduction
of revenue.
Generally,
the Company recognizes revenue upon delivery of goods to the
client. In international sales, revenue is recognized upon loading
goods with the forwarder. Where two or more products are sold under
one single contract, the Company separates each component and gives
them a separate accounting treatment. The attribution of value to
each component is based on the relative fair value of each unit.
Should the fair value not be measurable on a reliable basis, then
revenue is attributed based on the difference arising between the
total amount of the executed contract and the fair value of the
goods delivered.
As
regards client loyalty programs, the fair value of the
consideration received or receivable in relation to the initial
sale is allocated across the rewards credits and the other
components of the sale. The amount allocated to rewards credits is
estimated based on the market value of the goods to be delivered.
The fair value of the right to purchase products at a discount is
calculated considering the expected exchange ratio and the expected
terms. Such amount is deferred and revenue is recognized only where
rewards credits are exchanged and the Company has complied with its
obligation to provide the products at a discount, or else when such
reward credits have expired. The amount of revenue recognized under
such circumstances is based on the number of reward credits that
have been exchanged for products with discounts, in relation to the
total number of reward credits expected to be exchanged. Deferred
revenue is then reversed when reward credits are no longer likely
to be exchanged.
In
addition, when the Company acts as agent and not as main supplier
in a transaction, revenue is recognized at the net amount of
commissions. Revenue from commissions is recognized based on
transactions conducted by credit card companies at the rate and on
the date they are credited. Revenue from credit margins of credit
cards is recognized on the date the client is bound to pay and
revenue for subscription fees is recognized on a monthly
basis.
· Revenue from
communication services and sale of communication
equipment
Revenue
derived from the use of communication networks by the Company,
including mobile phones, internet services, international calls,
fixed line calls, interconnection rates and roaming service rates,
are recognized when the service is provided, proportionally to the
extent the transaction has been realized, and provided all other
criteria have been met for revenue recognition.
Revenue
from the sale of mobile phone cards are initially recognized as
deferred revenue and then recognized as revenue as they are used or
upon expiration, whichever takes place earlier.
A
transaction involving the sale of equipment to a final user
normally also involves a service sale transaction. In general, this
type of sale is performed without a contractual obligation by the
client to consume telephone services for a minimum amount over a
predetermined period. As a result, the Company records the sale of
equipment separately and recognizes revenue pursuant to the
transaction value upon delivery of the equipment to the client.
Revenue from telephone services are recognized and accounted for as
they are provided. When the client is bound to make a minimum
consumption of services during a predefined period, the contract
formalizes a transaction of several elements and, therefore,
revenue from the sale of equipment is recorded at an amount that
should not exceed its fair value, and is recognized upon delivery
of the equipment to the client and provided the criteria for
recognition are met. The Company ascertains the fair value of
individual elements, based on the price at which it is normally
sold, after taking into account the relevant
discounts.
Revenue
derived from long-term contracts is recognized at the present value
of future cash flows, discounted at market rates prevailing on the
transaction date. Any difference between the original credit and
its net present value is accounted for as interest income over the
credit term.
Effects of the Global Macroeconomic Environment
Most of
our assets are located in Argentina, where we conduct our
operations, and in Israel. Therefore, our financial condition and
the results of our operations are significantly dependent upon the
economic conditions prevailing in both countries.
The
table below shows Argentina’s GDP growth, inflation, Dollar
exchange rates and the appreciation (depreciation) of the Peso
against the U.S. Dollar for the indicated periods.
|
Fiscal year ended June 30,
|
|
|
|
|
GDP
growth
|
2.7%
|
(3.4%)
|
1.2%
|
Inflation
(IPIM)(1)
|
14.2%
|
26.7%
|
13.6%
|
Inflation
(CPI)(2)
|
21.9%
|
37.6%
|
14.0%
|
Appreciation
(depreciation) of the Peso against the U.S. Dollar(3)
|
(10.6%)
|
(65.9%)
|
(11.8%)
|
Average exchange
rate per US$1.00(4)
|
|
|
|
Appreciation
(depreciation) of the NIS against the U.S. Dollar
|
9.6%
|
(2.3%)
|
(10.0%)
|
(1)
IPIM is the
wholesale price index as measured by the Argentine Ministry of
Treasury.
(2)
CPI is the consumer
price index as measured by the Argentine Ministry of
Treasury.
(3)
Depreciation
corresponding to fiscal year 2016 is mostly due to the devaluation
that took place on December 17, 2015.
(4)
Represents average
of the selling and buying exchange rate.
Sources:
INDEC, Argentine Ministry of Economy and Production, City of Buenos
Aires Ministry of Treasury, Banco de la Nación Argentina,
Bloomberg.
Argentine
GDP increased 2.7% during our 2017 fiscal year, compared to
decrease of 3.4% in our fiscal 2016. Shopping mall sales grew 11.3%
in the fiscal 2017 compared to fiscal 2016. As of June 30, 2017,
the unemployment rate was at 8.7% of the country’s
economically active population compared to 9.3% as of June 30,
2016.
In
regard to the Argentine economy, changes in short and long-term
interest rates, unemployment and inflation may reduce the
availability of consumer credit and the purchasing power of
individuals who frequent shopping malls. These factors, combined
with low GDP growth, may reduce general consumption rates in our
shopping malls. Since leases agreements in our shopping malls for
most of our revenue, require tenants to pay a percentage of their
total sales as rent, a general reduction in consumption may reduce
our revenue. A reduction in the number of shoppers in our shopping
malls and consequently, in the demand for parking, may also reduce
our revenues from services rendered.
Regarding
the macroeconomic environment of Brazil, growth is projected to
recover gradually and remain moderate. According to information
published by IMF, growth forecast is expected at 0.2 percent in
2017 and 1.7 percent in 2018. Inflation has continued on the
downside, allowing for prospects of faster monetary easing.
According to the OECD, consumer and business confidence is rising
and agricultural exports started the year 2017 on a strong
footing.
Regarding
Israel’s economy, and based on information published by OECD,
the maintenance of expansionary monetary and fiscal policies and
projected wage increases will continue to shore up domestic demand,
which will remain as the main driver of growth. After picking up to
4% in 2016, growth is projected to be around 3% in 2017/18.
Inflation is projected to firm up gradually.
Effects of inflation
The
following are annual inflation rates during our fiscal years
indicated, based on information published by the INDEC, which is
dependent on the Argentine Ministry of Economy and
Production:
Fiscal
Year ended June 30
|
|
|
2013
|
10.5%
|
13.5%
|
2014 (from January
2014)
|
15.0%
|
27.7%
|
2015
|
14.0%
|
13.6%
|
2016
|
37.6%(1)
|
26.7% (1)
|
2017
|
21.9%
|
14.2%
|
|
|
Given the
modifications to the system that INDEC uses to measure CPI, there
is no data for any price variations from July 1, 2015 to
June 30, 2016. For that reason, we present aggregate prices
from January 1, 2016 to June 30, 2016, published by
INDEC.
Continuing
increases in the rate of inflation are likely to have an adverse
effect on our operations. Additionally, the minimum lease payments
we receive from our shopping mall tenants are generally adjusted in
accordance with the CER, an inflation index published by the
Central Bank. Although higher inflation rates in Argentina may
increase minimum lease payments, given that tenants tend to pass on
any increases in their expenses to consumers, higher inflation may
lead to an increase in the prices our tenants charge consumers for
their products and services, which may ultimately reduce their
sales volumes and consequently the portion of rent we receive based
on our tenants’ gross sales.
For the
leases of spaces at our shopping malls we use for most tenants a
standard lease agreement, the terms and conditions of which are
described below. However, our largest tenants generally negotiate
better terms for their respective leases. No assurance can be given
that lease terms will be as set forth in the standard lease
agreement.
The
rent specified in our leases generally is the higher of (i) a
monthly Base Rent and (ii) a specified percentage of the
store’s monthly gross sales, which generally ranges between
3% and 10% of such sales. In addition, pursuant to the rent
escalation clause in most of our leases, a tenant’s Base Rent
generally increases between 21% and 25% on an annual and cumulative
basis from the thirteenth (13th) month of effectiveness of the
lease. Although many of our lease agreements contain price
adjustment provisions, these are not based on an official index nor
do they reflect the inflation index. In the event of litigation
regarding these adjustment provisions, there can be no assurance
that we may be able to enforce such clauses contained in our lease
agreements. See “Business—Our Shopping
Malls—Principal Terms of our Leases.”
An
increase in our operating costs caused by higher inflation could
have a material adverse effect on us if our tenants are unable to
pay higher rent due to the increase in expenses. Moreover, the
shopping mall business is affected by consumer spending and by
prevailing economic conditions that affect potential customers. All
of our shopping malls and commercial properties are located in
Argentina, and, as a consequence, their business and that of our
tenants could be adversely affected by a recession in
Argentina.
Since
the INDEC modified its methodology used to calculate the CPI in
January 2007, there have been concerns about the accuracy of
Argentina’s official inflation statistics, which led to the
creation of the IPCNu in February 2014 in order to address the
quality of official data. See “Risk Factors—Risks
Relating to Argentina— There are concerns
about the accuracy of Argentina’s official inflation
statistics.”
Inflation
rate in Brazil is forecast to decline, reflecting stronger effects
from negative output gaps, currency appreciations, and favorable
supply shocks to food prices, according to the IMF.
Regarding
rates of inflation in Israel, the Consumer Price Index, according
to OECD, showed a 0.5% increase in the prices in 2014, followed by
a deflation of 0.6% in 2015 and 0.5% in 2016. Likewise, inflation
projections for 2017 and 2018 are expected to be around 1.0% and
1.7%, respectively.
Seasonality
IRSA’s shopping malls business is directly affected by
seasonality, influencing the level of IRSA’s tenants’ sales.
During Argentine summer holidays
(January and February) IRSA’s tenants’ sales are
generally at their lowest level, whereas during winter holidays
(July) and in December (Christmas) they reach their highest level.
Clothing retailers generally change their collections in spring and
autumn, positively affecting IRSA’s shopping mall sales.
Sales Discount sales at the end of each season are also one
of the main seasonal factors affecting IRSA’s business.
Also,
in the Israeli retail segment business results are subject to
seasonal fluctuations as a result of the consumption behavior of
the population proximate to the Pesach holidays (March and/or
April) and Rosh Hashanah and Sukkoth holidays (September and/or
October). This also affects the balance sheet values of inventory,
customers and suppliers. Our revenues from cellular services are
usually affected by seasonality, with the third calendar quarter of
each year characterized by higher roaming revenues due to increased
incoming and outgoing tourism.
In
2017, the Passover holiday fell at the middle of April, compared to
2016 when it was at the end of April. The timing of the holiday
affects Shufersal’s sales and special offers in the second
quarter of 2017, compared to last year. The Passover holiday in the
second quarter of 2017 had a greater effect on Shufersal’s
results than in the corresponding quarter in 2016, therefore
analysis of the results for the first half of the year compared to
the corresponding period in 2016 better represents the changes
between the periods.
Effects of interest rate fluctuations
Most of
our U.S. Dollar denominated debt accrues interest at a fixed rate.
An increase in interest rates will not necessary result in a
significant increase in our financial costs and may not materially
affect our financial condition or our results of
operations.
Effects of foreign currency fluctuations
A
significant portion of our financial debt is denominated in U.S.
dollars. Therefore, a devaluation or depreciation of the Peso
against the U.S. dollar would increase our indebtedness measured in
Pesos and materially affect our results of operations. Foreign
currency exchange rate fluctuations significantly increase the risk
of default on our lease receivables. Foreign currency exchange
restrictions that may be imposed by the Argentine government could
prevent or restrict our access to U.S. dollars, affecting our
ability to service our U.S. dollar-denominated
liabilities.
Typically
real estate transactions in Argentina are negotiated and prices are
set in U.S. dollars. Therefore, a devaluation or depreciation of
the Peso against the U.S. dollar would increase the value of our
real estate properties measured in Pesos and an appreciation of the
Peso would have the opposite effect.
During
fiscal 2017 and fiscal 2016, the Peso depreciated against the U.S.
dollar by approximately 11% and 66%, respectively, which caused an
impact on the comparability of our results of operations for the
year ended June 30, 2017 to our results of operations for the
year ended June 30, 2016, primarily in our revenues from
office rentals and our net assets and liabilities denominated in
foreign currency. The depreciation of the Peso affected our assets
and liabilities denominated in foreign currency, as reflected in
“financial results, net” in our consolidated statement
of comprehensive income.
As a
result of the depreciation of the Peso and the discontinuation of
the official exchange rate in December 2015, the seller exchange
rate was Ps.9.6880 per US$1.00 on November 30, 2015,
Ps.13.0400 per US$1.00 on December 31, 2015, Ps.15.0400 per
US$1.00 on June 30, 2016, and Ps.16.6300 per US$1.00 on June 30,
2017. See “Local Exchange Market and Exchange
Rates.”
During
fiscal year 2017, Israeli New Shekel apreciated against the U.S.
dollar, by approximately 9.6%, while during fiscal year 2016 that
currency depreciated by 2.2%, which caused an impact on the
comparability of our results of IDBD´s operations for the year
ended June 30, 2017 to IDBD´s results of operations for the
year ended June 30, 2016. As of June 30 2017, the offer exchange
rate was NIS3.4882 per US$1.00, and NIS3.5340 per US$1.00 on
September 30, 2017. For more information about the exchange rates,
see “Local Exchange Market and Exchange
Rates.”
The
exposure to the functional currencies is managed on a case-by-case
basis, partly by entering into foreign currency derivative
instruments and/or by borrowing in foreign currencies, or other
methods, considered adequate by the Management, according to
circumstances.
Critical Accounting Policies and Estimates.
Our
Audited Consolidated Financial Statements are prepared in
accordance with IFRSs as issued by the IASB, and the accounting
policies employed are set out in our Accounting Policies section in
the financial statements. In applying these policies, we make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities. The actual outcome could differ from those estimates.
Some of these policies require a high level of judgment because the
areas are especially subjective or complex.
The
discussion below should also be read in conjunction with our
disclosure of significant IFRS accounting policies, which is
provided in Note 2 to our Audited Consolidated Financial
Statements, “Summary of significant accounting
policies.”
Not all
of these significant accounting policies require management to make
subjective or complex judgments or estimates. The following is
intended to provide an understanding of the policies that
management considers critical because of the level of complexity,
judgment or estimations involved in their application and their
impact on the consolidated financial statements. These judgments
involve assumptions or estimates in respect of future events.
Actual results may differ from these estimates.
Estimation
|
Main assumptions
|
Potential implications
|
Business
combination - Allocation of acquisition prices
|
Assumptions
regarding timing, amount of future revenues and expenses, revenue
growth, expected rate of return, economic conditions, discount
rate, among others.
|
Should
any of the assumptions made be inaccurate the recognized
combination may not be correct.
|
Recoverable
amounts of cash-generating units (even those including goodwill),
associates and assets.
|
The
discount rate and the expected growth rate before taxes – in
connection with cash-generating units.
The
discount rate and the expected growth rate after taxes – in
connection with associates.
Cash
flows are determined based on past experiences with the asset or
with similar assets and in accordance with the Company’s best
factual assumption relative to the economic conditions expected to
prevail.
Business
continuity and share market public in connection with
cash-generating unit value of the companies.
Appraisals made by
external appraisers and valuators with relation to the
assets’ fair value, net of realization costs (including real
estate assets).
|
Should
any of the assumptions made be inaccurate, this could lead to
differences in the recoverable values of cash-generating
units.
|
Control, joint
control or significant influence
|
Judgment relative
to the determination that the Company holds an interest in the
shares of investees (considering the existence and influence of
significant potential voting rights), its right to designate
members in the executive management of such companies (usually the
Board of directors) based on the investees’ bylaws; the
composition and the rights of other shareholders of such investees
and their capacity to establish operating and financial policies
for investees or to take part in the establishment
thereof.
|
Accounting
treatment of investments as subsidiaries (consolidation) or
associates (equity method).
|
Estimated useful
life of intangible assets and property, plant and
equipment
|
Estimated useful
life of assets based on their conditions.
|
Recognition of
accelerated or decelerated depreciation by comparison against final
actual earnings (losses).
|
Fair
value valuation of investment properties
|
Fair
value valuation made by external appraisers and
valuators.
|
Incorrect exposure
of investment property values.
|
Income
tax expense
|
The
Company estimates the income tax amount payable for transactions
where the Treasury’s Claim cannot be clearly
determined.
Additionally, the
Company evaluates the recoverability of assets due to deferred
taxes considering whether some or all of the assets will not be
recoverable.
|
Upon
the improper determination of the provision for income tax, the
Company will be bound to pay additional taxes, including fines and
compensatory and punitive interest.
|
Allowance for
doubtful accounts
|
A
periodic review is conducted of receivables risks in the
Company’s clients’ portfolios. Bad debts based on the
expiration of account receivables and account receivables’
specific conditions.
|
Improper
recognition of charges / reimbursements of the allowance for bad
debt.
|
Hybrid
financial instrument related to the non-recourse loan from Koor
(Adama)
|
·
The value of Adama’s shares.
·
Unobserved data underlying the binomial model applied to the
determination of the embedded derivative instruments’
value.
|
Changes in losses
or profits resulting from the variation in the fair value of the
embedded derivative, and variations in the book amount of the
primary contract recognized as revenues or expenses from
financing.
|
Level
2 and 3 financial instruments
|
Main
assumptions used by the Company are:
·
Projected discounted income as per discount rate
·
Values determined in accordance with the company’s shares in
equity funds on the basis of its financial statements, based on
fair value or investment assessments.
·
Comparable market multiple (EV/GMV ratio).
·
Underlying asset price (market price) and share price volatility
(historical) and market interest rate (Libor curve).
|
Wrong
recognition of a charge to income.
|
Probability
estimate of contingent liabilities
|
Whether more
economic resources may be spent in relation to litigation against
the Company; such estimate is based on legal advisors’
opinions.
|
Charge
/ reversal of provision in relation to a claim.
|
Biological
assets
|
Main
assumptions used in valuation are: yields, operating costs, selling
expenses, future of sales prices, discount rate.
|
Wrong
recognition/valuation of biological assets. See sensitivities
modeled on these parameters in Note 14.
|
Business 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 component of an entity about which separate
financial information is available that is evaluated regularly by
the CODM. According to IFRS 8, the CODM represents a function
whereby strategic decisions are made and resources are assigned.
The CODM function is carried out by the President of the Company,
Mr. Eduardo S. Elsztain. In addition, and due to the acquisition of
IDBD, two responsibility levels have been established for resource
allocation and assessment of results of the two operations centers,
through executive committees in Argentina and Israel.
Segment
information is reported from the perspective of products and
services: (i) agricultural business and (ii) urban properties and
investment business. In addition, this last segment is reported
divided from the geographic point of view in two Operations Centers
to manage its global interests: Argentina and Israel. Within each
operations center, the Company considers separately the various
activities being developed, which represent reporting operating
segments given the nature of its products, services, operations and
risks. Management believes the operating segment clustering in each
operations center reflects similar economic characteristics in each
region, as well as similar products and services offered, types of
clients and regulatory environments.
Agricultural business:
Starting
in fiscal year 2017, the CODM reviews certain corporate expenses
associated to all of the agribusiness segments on an aggregate and
separate basis, and such expenses have been accounted for under
Other Segments and Corporate. As of June 2016 and 2015, the segment
information has been modified for comparability purposes with the
current fiscal.
In
previous and current year, the Company has changed the presentation
of the agricultural business segments which are reviewed by the
CODM for a better alignment with the current business vision and
the metrics used to such end. Previously, eight reportable segments
were considered (crops, cattle, dairy, sugarcane, agricultural
rentals and services, land transformation and sales,
agro-industrial and other segments), actually are
considered:
The
“Agricultural
production” segment consists of planting, harvesting
and sale of crops as wheat, corn, soybeans, cotton and sunflowers;
breeding, purchasing and/or fattening of free-range cattle for sale
to slaughterhouses and local livestock auction markets; breeding
and/or purchasing dairy cows for the production of raw milk for
sale to local milk and milk-related products producers;
agricultural services; leasing of the Company's farms to third
parties; and planting, harvesting and sale of
sugarcane.
The
“Land transformation and
sales” segment comprises gains from the disposal and
development of farmlands activities
The
“Other segments and
corporate” includes, principally, slaughtering and
processing in the meat refrigeration plant; and brokerage
activities, among others. In addition, includes corporate expenses
related to agricultural business.
The
amounts corresponding to the fiscal year ended June 30, 2016 and
2015, have been retroactively adjusted to reflect changes in
segment information.
Urban properties and investments:
Operation Center in Argentina
Within
this center, IRSA operates in the following segments:
The
“Shopping malls”
segment includes assets and results from the commercial
exploitation and development of Shopping malls, principally
comprised of lease and the providing of services related to the
lease of commercial facilities and other spaces in the Shopping
malls.
The
“Office and
others” segment includes the assets and the operating
results of the activity of lease of office space and other rental
properties and service revenues related to this
activity.
The
“Sales and
developments” segment includes assets and 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 sales of real property intended for rent, sales of
hotels and other properties included in the International
segment.
The
“Hotels” segment
includes the operating results of the hotels principally comprised
of room, catering and restaurant revenues.
The
“International”
segment includes assets and operating profit or loss from business
related to associates Condor and Lipstick. Through these
associates, the Company derives revenue from hotels and an office
building in United States, respectively. Until September 30, 2014,
this segment included revenue from a subsidiary that owned the
building located at 183 Madison Ave in New York, United States,
which was sold that date. Additionally, until October 11, 2015,
this international segment included results from the investment in
IDBD carried at fair value.
The
“Financial operations,
Corporate and others” segment primarily includes the
financial activities carried out by Banco Hipotecario and Tarshop,
and other residual financial operations and corporate expenses
related to the Operations center in Argentina.
Starting
in fiscal year 2017, the CODM reviews certain corporate expenses
associated to all segments of the operations center in Argentina on
an aggregate and separate basis, and such expenses have been
accounted for under Financial Operations, Corporate and
Others. As of June 2016 and 2015, the segment information has been
modified for comparability purposes.
The
assets’ categories examined by the CODM are: investment
properties, property, plant and equipment, trading properties,
inventories, right to receive future units under barter agreements,
investment in associates and goodwill. The sum of these assets,
classified by business segment, is reported under “assets by
segment.” Assets are allocated to each segment based on the
operations and/or their physical location.
Within
the operations center in Argentina, most revenue from its operating
segments is derived from, and their assets are located in,
Argentina, except for earnings of associates included in the
“International” segment located in USA.
Revenues
for each reporting segments derive from a large and diverse client
base and, therefore, there is no revenue concentration in any
particular segment.
Operation Center in Israel
Within
this center, IRSA operates in the following segments:
The
“Real Estate”
segment includes mainly assets and operating income derived from
business related to the subsidiary PBC. Through PBC, the Company
operates rental properties and residential properties in Israel,
United States and other parts of the world and carries out
commercial projects in Las Vegas, United States.
The
“Supermarkets”
segment includes assets and operating income derived from the
business related to the subsidiary Shufersal. Through Shufersal,
the Company mainly operates a supermarket chain in
Israel.
The
“Telecommunications” segment
includes assets and operating income derived from the business
related to the subsidiary Cellcom. Cellcom is a provider of
telecommunication services and its main activities include the
provision of mobile phone services, fixed line phone services, data
and Internet, among others.
The “Insurance”
segment includes the investment in
Clal. This company is one of the most important insurance groups in
Israel, and is mainly engaged in pension and social security
insurance, among others. The Company does not have control
over Clal; therefore, the business is
not consolidated on a line-by-line basis but rather reported in a
single line as a financial asset held for sale and valued
at fair value, as required by the
IFRS.
The
“Others” segment
includes the assets and income derived from other diverse business
activities, such as technological developments, tourism, gas and
oil assets, electronics, and others.
The
CODM periodically reviews the results and certain asset categories
and assesses performance of this operating segment based on a
measure of profit or loss of the segment composed by the operating
income plus the equity in earnings of joint ventures and
associates. The valuation criteria used in preparing this
information are consistent with IFRS standards used for the
preparation of the Consolidated Financial Statements.
The Company consolidates
results derived from its operations
center in Israel with a three month lag, adjusted for the effects
of significant transactions;Hence, IDBD’s results for the period extending from October 11,
2015 (acquisition date) through March 31, 2016 are included in the
Company’s comprehensive income for the fiscal year ended June
30, 2016.
The
Company consolidated twelve month worth of income from the Israel
Operations Center, maintaining the three month lag and adjusting
for the effects of material transactions.
Goods
and services exchanged between segments are calculated on the basis
of market prices. Intercompany transactions between segments, if
any, are eliminated.
As
those business segments involving the urban properties and
investments business from the operations center in Argentina where
the CODM evaluated assets under the proportional consolidation
method, each reported asset includes the proportional share of the
Company in the same class of assets of the associates and/or joint
ventures. Only as an example, the investment properties amount
reported to the CODM includes (i) the investment property balance
as per the Statement of Financial Position plus (ii) the
Company’s share of the investment properties of these joint
ventures.
Within
the agricultural business, most revenue from its operating segments
are generated from, and their assets are located in Argentina and
Brazil, mainly.
Within
the urban properties and investment business in the operations
center in Argentina, most revenue from its operating segments are
generated from, and their assets are located in Argentina, except
for earnings of associates included in the
“International” segment located in USA.
Within
the urban properties and investment business in the operations
center in Israel, most revenue from its operating segments are
generated from and their assets are located in Israel, except for
certain earnings from the Real Estate segment generated outside
Israel, mainly in USA.
Within
the agricultural business and the urban properties and investments
business from the operations center in Argentina, the assets
categories reviewed by the CODM are: investment properties,
property, plant and equipment, trading properties, inventories,
biological assets, right to receive future units under barter
agreements, investment in joint ventures and associates and
goodwill. The aggregate of these assets, classified by business
segment, are disclosed as “segment assets.” Assets are
allocated to each segment based on the operations and/or their
physical location.
Below
is a summarized analysis of the lines of business of the Company
for the year ended June 30, 2017:
|
|
Urban properties and investments business
|
|
|
|
Operations Center in Argentina
|
Operations Center in
Israel
|
|
|
|
|
|
|
|
|
Reve
|
3,919
|
4,311
|
68,422
|
72,733
|
76,652
|
Costs
|
(5,477)
|
(911)
|
(49,110)
|
(50,021)
|
(55,498)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
2,185
|
-
|
-
|
-
|
2,185
|
Changes in the net
realizable value of agricultural produce after harvest
|
(74)
|
-
|
-
|
-
|
(74)
|
Gross
profit
|
553
|
3,400
|
19,312
|
22,712
|
23,265
|
Gain from disposal
of farmlands
|
280
|
-
|
-
|
-
|
280
|
Net gain from fair
value of investment properties
|
331
|
4,488
|
374
|
4,862
|
5,193
|
General and
administrative expenses
|
(364)
|
(773)
|
(3,135)
|
(3,908)
|
(4,272)
|
Selling
expenses
|
(509)
|
(355)
|
(13,093)
|
(13,448)
|
(13,957)
|
Management
fees
|
(10)
|
(118)
|
(72)
|
(190)
|
(200)
|
Other operating
results, net
|
108
|
(67)
|
(196)
|
(263)
|
(155)
|
Profit
from operations
|
389
|
6,575
|
3,190
|
9,765
|
10,154
|
Share of profit /
(loss) of joint ventures and associates
|
8
|
(95)
|
105
|
10
|
18
|
Segment
profit
|
397
|
6,480
|
3,295
|
9,775
|
10,172
|
|
|
|
|
|
|
Investment
properties
|
304
|
41,206
|
-
|
41,206
|
41,510
|
Property, plant and
equipment
|
4,640
|
267
|
-
|
267
|
4,907
|
Trading
properties
|
-
|
588
|
-
|
588
|
588
|
Goodwill
|
14
|
51
|
-
|
51
|
65
|
Rights to receive
future units under barter agreements
|
-
|
47
|
-
|
47
|
47
|
Biological
assets
|
1,230
|
-
|
-
|
-
|
1,230
|
Inventories
|
776
|
34
|
-
|
34
|
810
|
Interests in joint
ventures and associates
|
49
|
2,719
|
-
|
2,719
|
2,768
|
Operating assets
from Operations Center in Israel
|
-
|
-
|
178,964
|
178,964
|
178,964
|
Total
segment assets
|
7,013
|
44,912
|
178,964
|
223,876
|
230,889
|
|
|
|
|
|
|
Operating
liabilities from Operations Center in Israel
|
-
|
-
|
155,235
|
155,235
|
155,235
|
Below
is a summarized analysis of the lines of business of the Company
for the year ended June 30, 2016 (recast):
|
|
Urban properties and investments business
|
|
|
|
Operations Center in Argentina
|
Operations Center in
Israel
|
|
|
|
|
|
|
|
|
Revenues
|
2,912
|
3,284
|
27,077
|
30,361
|
33,273
|
Costs
|
(3,814)
|
(659)
|
(19,252)
|
(19,911)
|
(23,725)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
1,696
|
-
|
-
|
-
|
1,696
|
Changes in the net
realizable value of agricultural produce after harvest
|
208
|
-
|
-
|
-
|
208
|
Gross
profit
|
1,002
|
2,625
|
7,825
|
10,450
|
11,452
|
Gain from disposal
of farmlands
|
(2)
|
-
|
-
|
-
|
(2)
|
Net gain from fair
value of investment properties
|
22
|
18,167
|
(271)
|
17,896
|
17,918
|
General and
administrative expenses
|
(270)
|
(600)
|
(1,293)
|
(1,893)
|
(2,163)
|
Selling
expenses
|
(338)
|
(264)
|
(5,442)
|
(5,706)
|
(6,044)
|
Management
fees
|
(11)
|
(501)
|
(22)
|
(523)
|
(534)
|
Other operating
results, net
|
(70)
|
(12)
|
(32)
|
(44)
|
(114)
|
Profit
from operations
|
333
|
19,415
|
765
|
20,180
|
20,513
|
Share of profit /
(loss) of joint ventures and associates
|
23
|
127
|
123
|
250
|
273
|
Segment
profit
|
356
|
19,542
|
888
|
20,430
|
20,786
|
|
|
|
|
|
|
Investment
properties
|
103
|
36,159
|
-
|
36,159
|
36,262
|
Property, plant and
equipment
|
3,247
|
238
|
-
|
238
|
3,485
|
Trading
properties
|
-
|
599
|
-
|
599
|
599
|
Goodwill
|
10
|
24
|
-
|
24
|
34
|
Rights to receive
future units under barter agreements
|
-
|
90
|
-
|
90
|
90
|
Biological
assets
|
1,061
|
-
|
-
|
-
|
1,061
|
Inventories
|
660
|
28
|
-
|
28
|
688
|
Interests in joint
ventures and associates
|
54
|
1,967
|
-
|
1,967
|
2,021
|
Operating assets
from Operations Center in Israel
|
-
|
-
|
147,470
|
147,470
|
147,470
|
Total
segment assets
|
5,135
|
39,105
|
147,470
|
186,575
|
191,710
|
|
|
|
|
|
|
Operating
liabilities from Operations Center in Israel
|
-
|
-
|
132,989
|
132,989
|
132,989
|
Below
is a summarized analysis of the lines of business of the Company
for the year ended June 30, 2015 (recast):
|
|
Urban properties and investments business
|
|
|
|
Operations Center in Argentina
|
|
|
|
|
|
Revenues
|
2,395
|
2,547
|
4,942
|
Costs
|
(3,411)
|
(482)
|
(3,893)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
1,370
|
-
|
1,370
|
Changes in the net
realizable value of agricultural produce after harvest
|
(34)
|
-
|
(34)
|
Gross
profit
|
320
|
2,065
|
2,385
|
Gain from disposal
of farmlands
|
570
|
-
|
570
|
Net gain from fair
value of investment properties
|
129
|
3,974
|
4,103
|
General and
administrative expenses
|
(212)
|
(402)
|
(614)
|
Selling
expenses
|
(286)
|
(195)
|
(481)
|
Management
fees
|
(16)
|
(129)
|
(145)
|
Other operating
results, net
|
(19)
|
33
|
14
|
Profit
from operations
|
486
|
5,346
|
5,832
|
Share of profit /
(loss) of joint ventures and associates
|
1
|
(860)
|
(859)
|
Segment
profit
|
487
|
4,486
|
4,973
|
|
|
|
|
Investment
properties
|
335
|
19,364
|
19,699
|
Property, plant and
equipment
|
2,326
|
251
|
2,577
|
Trading
properties
|
-
|
150
|
150
|
Goodwill
|
8
|
25
|
33
|
Rights to receive
future units under barter agreements
|
-
|
90
|
90
|
Biological
assets
|
534
|
-
|
534
|
Inventories
|
496
|
23
|
519
|
Interests in joint
ventures and associates
|
33
|
2,972
|
3,005
|
Total
segment assets
|
3,732
|
22,875
|
26,607
|
Agriculture line of business:
The
following tables present the reportable segments of the agriculture
line of business:
|
|
|
|
Land
transformation
and sales
|
|
Total
Agricultural
business (i)
|
|
|
Revenues
|
2,196
|
-
|
1,723
|
3,919
|
Costs
|
(3,867)
|
(11)
|
(1,599)
|
(5,477)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
2,185
|
-
|
-
|
2,185
|
Changes in the net
realizable value of agricultural produce after
harvest
|
(74)
|
-
|
-
|
(74)
|
Gross
profit / (loss)
|
440
|
(11)
|
124
|
553
|
Gain from disposal
of farmlands
|
-
|
280
|
-
|
280
|
Net gain from fair
value of investment properties
|
-
|
331
|
-
|
331
|
General and
administrative expenses
|
(254)
|
(1)
|
(109)
|
(364)
|
Selling
expenses
|
(370)
|
-
|
(139)
|
(509)
|
Management
fees
|
-
|
(10)
|
-
|
(10)
|
Other operating
results, net
|
99
|
-
|
9
|
108
|
Profit/(Loss)
from operations
|
(85)
|
589
|
(115)
|
389
|
Share of profit /
(loss) of associates
|
12
|
-
|
(4)
|
8
|
Segment
profit/(loss)
|
(73)
|
589
|
(119)
|
397
|
|
|
|
|
|
Investment
properties
|
304
|
-
|
-
|
304
|
Property, plant and
equipment
|
4,531
|
12
|
97
|
4,640
|
Goodwill
|
13
|
-
|
1
|
14
|
Biological
assets
|
1,230
|
-
|
-
|
1,230
|
Inventories
|
537
|
-
|
239
|
776
|
Investments in
associates
|
45
|
-
|
4
|
49
|
Total
segment assets (ii)
|
6,660
|
12
|
341
|
7,013
|
(i)
From all of the
Company’s revenues corresponding to Agricultural Business,
Ps.3,039 million are originated in Argentina and Ps.880 million in
other countries, principally in Brazil for Ps.742
million.
(ii)
From all of the
Company’s assets included in the segment corresponding to
Agricultural Business, Ps.2,554 million are located in Argentina
and Ps.4,459 million in other countries, principally in Brazil for
Ps.3,351 million.
|
|
|
|
Land
transformation
and sales
|
|
Total
Agricultural
business (i)
|
|
|
Revenues
|
1,765
|
-
|
1,147
|
2,912
|
Costs
|
(2,740)
|
(9)
|
(1,065)
|
(3,814)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
1,696
|
-
|
-
|
1,696
|
Changes in the net
realizable value of agricultural produce after
harvest
|
208
|
-
|
-
|
208
|
Gross
profit / (loss)
|
929
|
(9)
|
82
|
1,002
|
Loss from disposal
of farmlands
|
-
|
(2)
|
-
|
(2)
|
Net gain from fair
value of investment properties
|
-
|
22
|
-
|
22
|
General and
administrative expenses
|
(185)
|
(1)
|
(84)
|
(270)
|
Selling
expenses
|
(248)
|
-
|
(90)
|
(338)
|
Management
fees
|
(11)
|
-
|
-
|
(11)
|
Other operating
results, net
|
(72)
|
-
|
2
|
(70)
|
Profit
/ (Loss) from operations
|
413
|
10
|
(90)
|
333
|
Share of profit of
associates
|
26
|
-
|
(3)
|
23
|
Segment
profit / (loss)
|
439
|
10
|
(93)
|
356
|
|
|
|
|
|
Investment
properties
|
103
|
-
|
-
|
103
|
Property, plant and
equipment
|
3,187
|
18
|
42
|
3,247
|
Goodwill
|
10
|
-
|
-
|
10
|
Biological
assets
|
1,061
|
-
|
-
|
1,061
|
Inventories
|
499
|
-
|
161
|
660
|
Investments in
associates
|
54
|
-
|
-
|
54
|
Total segment assets
(ii)
|
4,914
|
18
|
203
|
5,135
|
(i)
From all of the
Company’s revenues corresponding to Agricultural Business,
Ps.2,212 million are originated in Argentina and Ps.700 million in
other countries, principally in Brazil for Ps.503
million.
(ii)
From all of the
Company’s assets included in the segment corresponding to
Agricultural Business, Ps.2,344 million are located in Argentina
and Ps.2,791 million in other countries, principally in Brazil for
Ps.1,715 million.
|
|
|
|
Land
transformation
and sales
|
|
Total
Agricultural
business (i)
|
|
|
Revenues
|
1,461
|
-
|
934
|
2,395
|
Costs
|
(2,558)
|
(9)
|
(844)
|
(3,411)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
1,370
|
-
|
-
|
1,370
|
Changes in the net
realizable value of agricultural produce after
harvest
|
(34)
|
-
|
-
|
(34)
|
Gross
profit / (loss)
|
239
|
(9)
|
90
|
320
|
Gain from disposal
of farmlands
|
-
|
570
|
-
|
570
|
Net gain from fair
value of investment properties
|
-
|
129
|
-
|
129
|
General and
administrative expenses
|
(162)
|
(2)
|
(48)
|
(212)
|
Selling
expenses
|
(194)
|
(2)
|
(90)
|
(286)
|
Management
fees
|
-
|
(16)
|
-
|
(16)
|
Other operating
results, net
|
(15)
|
(5)
|
1
|
(19)
|
(Loss) / Profit from
operations
|
(132)
|
665
|
(47)
|
486
|
Share of profit of
associates
|
1
|
-
|
-
|
1
|
Segment
(loss) / profit
|
(131)
|
665
|
(47)
|
487
|
|
|
|
|
|
Investment
properties
|
335
|
-
|
-
|
335
|
Property, plant and
equipment
|
2,279
|
17
|
30
|
2,326
|
Goodwill
|
7
|
-
|
1
|
8
|
Biological
assets
|
533
|
-
|
1
|
534
|
Inventories
|
370
|
-
|
126
|
496
|
Investments in
associates
|
33
|
-
|
-
|
33
|
Total
segment assets (ii)
|
3,557
|
17
|
158
|
3,732
|
(i)
From all of the
Company’s revenues corresponding to Agricultural Business,
Ps.1,679 million are originated in Argentina and Ps.716 million in
other countries, principally in Brazil for Ps.578
million.
(ii)
From all of the
Company’s assets included in the segment corresponding to
Agricultural Business, Ps.1,628 million are located in Argentina
and Ps.2,104 million in other countries, principally in Brazil for
Ps.1,392 million.
Urban properties line of business and investments
The
following tables present the reportable segments from the
Operations Center in Argentina:
|
|
|
|
|
|
|
|
Financial operations, Corporate
and others
|
|
|
|
Revenues
(i)
|
3,043
|
443
|
99
|
725
|
-
|
1
|
4,311
|
Costs
|
(350)
|
(33)
|
(43)
|
(485)
|
-
|
-
|
(911)
|
Gross profit /
(loss)
|
2,693
|
410
|
56
|
240
|
-
|
1
|
3,400
|
Net gain from fair
value of investment properties
|
2,068
|
1,571
|
849
|
-
|
-
|
-
|
4,488
|
General and
administrative expenses
|
(261)
|
(33)
|
(32)
|
(135)
|
(78)
|
(234)
|
(773)
|
Selling
expenses
|
(188)
|
(34)
|
(16)
|
(95)
|
-
|
(22)
|
(355)
|
Management
fees
|
(77)
|
(29)
|
(12)
|
-
|
-
|
-
|
(118)
|
Other operating
results, net
|
(59)
|
4
|
(35)
|
(2)
|
27
|
(2)
|
(67)
|
Profit / (Loss)
from operations
|
4,176
|
1,889
|
810
|
8
|
(51)
|
(257)
|
6,575
|
Share of profit /
(loss) of joint ventures and associates
|
-
|
-
|
14
|
-
|
(196)
|
87
|
(95)
|
Segment profit /
(loss)
|
4,176
|
1,889
|
824
|
8
|
(247)
|
(170)
|
6,480
|
|
|
|
|
|
|
|
|
Investment
properties
|
28,799
|
7,668
|
4,739
|
-
|
-
|
-
|
41,206
|
Property, plant and
equipment
|
55
|
42
|
-
|
168
|
2
|
-
|
267
|
Trading
properties
|
1
|
-
|
587
|
-
|
-
|
-
|
588
|
Goodwill
|
8
|
38
|
5
|
-
|
-
|
-
|
51
|
Rights to receive
future units under barter agreements
|
-
|
-
|
47
|
-
|
-
|
-
|
47
|
Inventories
|
23
|
1
|
-
|
10
|
-
|
-
|
34
|
Investment in joint
ventures and associates
|
-
|
113
|
95
|
-
|
570
|
1,941
|
2,719
|
Total segment
assets (ii)
|
28,886
|
7,862
|
5,473
|
178
|
572
|
1,941
|
44,912
|
(i)
From all the
Company's revenues corresponding to the urban properties and
investment business of the Operations Center in Argentina, 100% are
originated in Argentina. No external client represents 10% or more
of revenue of any of the reportable segments
(ii)
From all our assets
included in the segment corresponding to the urban properties and
investment business of the operations Center in Argentina,
Ps.44,150 million are located in Argentina and Ps.762 million in
other countries, principally in United States for Ps.570 million
and Uruguay for Ps.192 million, respectively.
|
|
|
|
|
|
|
|
Financial operations, Corporate
and others
|
|
|
|
Revenues
(i)
|
2,406
|
340
|
3
|
534
|
-
|
1
|
3,284
|
Costs
|
(256)
|
(21)
|
(20)
|
(362)
|
-
|
-
|
(659)
|
Gross
profit / (loss)
|
2,150
|
319
|
(17)
|
172
|
-
|
1
|
2,625
|
Net gain from fair
value of investment properties
|
16,132
|
1,262
|
773
|
-
|
-
|
-
|
18,167
|
General and
administrative expenses
|
(179)
|
(24)
|
(23)
|
(103)
|
(91)
|
(180)
|
(600)
|
Selling
expenses
|
(145)
|
(8)
|
(23)
|
(69)
|
-
|
(19)
|
(264)
|
Management
fees
|
(444)
|
(39)
|
(17)
|
-
|
(1)
|
-
|
(501)
|
Other operating
results, net
|
(63)
|
(6)
|
(34)
|
(2)
|
92
|
1
|
(12)
|
Profit
/ (Loss) from operations
|
17,451
|
1,504
|
659
|
(2)
|
-
|
(197)
|
19,415
|
Share of (loss) /
profit of joint ventures and associates
|
-
|
21
|
5
|
-
|
(130)
|
231
|
127
|
Segment
profit / (loss)
|
17,451
|
1,525
|
664
|
(2)
|
(130)
|
34
|
19,542
|
|
|
|
|
|
|
|
|
Investment
properties
|
26,613
|
5,786
|
3,760
|
-
|
-
|
-
|
36,159
|
Property, plant and
equipment
|
49
|
19
|
2
|
166
|
2
|
-
|
238
|
Trading
properties
|
1
|
-
|
598
|
-
|
-
|
-
|
599
|
Goodwill
|
14
|
6
|
4
|
-
|
-
|
-
|
24
|
Rights to receive
future units under barter agreements
|
-
|
-
|
90
|
-
|
-
|
-
|
90
|
Inventories
|
19
|
-
|
1
|
8
|
-
|
-
|
28
|
Interests in joint
ventures and associates
|
-
|
59
|
62
|
-
|
143
|
1,703
|
1,967
|
Total
segment assets (ii)
|
26,696
|
5,870
|
4,517
|
174
|
145
|
1,703
|
39,105
|
(i)
From all the
Company's revenues corresponding to the urban properties and
investment business of the Operations Center in Argentina, 100% are
originated in Argentina. No external client represents 10% or more
of revenue of any of the reportable segments.
(ii)
From all our assets
included in the segment corresponding to the urban properties and
investment business of the Operations Center in Argentina,
Ps.38,804 million are located in Argentina and Ps.303 million in
other countries, principally in United States for Ps.145 million
and Uruguay for Ps.158 million, respectively.
|
|
|
|
|
|
|
|
Financial operations, Corporate
and others
|
|
|
|
Revenues
(i)
|
1,778
|
333
|
14
|
396
|
26
|
-
|
2,547
|
Costs
|
(164)
|
(13)
|
(19)
|
(279)
|
(7)
|
-
|
(482)
|
Gross
profit
|
1,614
|
320
|
(5)
|
117
|
19
|
-
|
2,065
|
Net gain from fair
value of investment properties
|
729
|
1,842
|
1,403
|
-
|
-
|
-
|
3,974
|
General and
administrative expenses
|
(135)
|
(59)
|
(50)
|
(78)
|
(56)
|
(24)
|
(402)
|
Selling
expenses
|
(113)
|
(21)
|
(9)
|
(52)
|
-
|
-
|
(195)
|
Management
fees
|
(48)
|
(46)
|
(31)
|
-
|
(4)
|
|
(129)
|
Other operating
results, net
|
(49)
|
(118)
|
(13)
|
-
|
215
|
(2)
|
33
|
Profit
/ (Loss) from operations
|
1,998
|
1,918
|
1,295
|
(13)
|
174
|
(26)
|
5,346
|
Share of (loss) /
profit of joint ventures and associates
|
-
|
5
|
(2)
|
1
|
(1,022)
|
158
|
(860)
|
Segment
profit / (loss)
|
1,998
|
1,923
|
1,293
|
(12)
|
(848)
|
132
|
4,486
|
|
|
|
|
|
|
|
|
Investment
properties
|
10,415
|
5,460
|
3,489
|
-
|
-
|
-
|
19,364
|
Property, plant and
equipment
|
48
|
26
|
1
|
175
|
1
|
-
|
251
|
Trading
properties
|
1
|
-
|
149
|
-
|
-
|
-
|
150
|
Goodwill
|
14
|
6
|
5
|
-
|
-
|
-
|
25
|
Rights to receive
future units under barter agreements
|
-
|
-
|
90
|
-
|
-
|
-
|
90
|
Inventories
|
16
|
-
|
-
|
7
|
-
|
-
|
23
|
Interests in joint
ventures and associates
|
-
|
43
|
47
|
-
|
1,478
|
1,404
|
2,972
|
Total
segment assets (ii)
|
10,494
|
5,535
|
3,781
|
182
|
1,479
|
1,404
|
22,875
|
(i)
From all our
revenues corresponding to the urban properties and investment
business of the Operations Center in Argentina, Ps.2,521 million
are originated mainly in Argentina and Ps.26 million in United
States. No external client represents 10% or more of revenue of any
of the reportable segments.
(ii)
From all our assets
included in the segment corresponding to the urban properties and
investment business of the Operations Center in Argentina,
Ps.21,290 million are located in Argentina and Ps.1,585 million in
other countries, principally in United States for Ps.1,479 million
and Uruguay for Ps.106, respectively.
The
following table presents the reportable segments of the Operations
Center in Israel:
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
4,918
|
47,277
|
15,964
|
-
|
263
|
68,422
|
Costs
|
(2,333)
|
(35,432)
|
(11,183)
|
-
|
(162)
|
(49,110)
|
Gross
profit
|
2,585
|
11,845
|
4,781
|
-
|
101
|
19,312
|
Net gain from fair
value of investment properties
|
374
|
-
|
-
|
-
|
-
|
374
|
General and
administrative expenses
|
(290)
|
(627)
|
(1,592)
|
-
|
(626)
|
(3,135)
|
Selling
expenses
|
(91)
|
(9,517)
|
(3,406)
|
-
|
(79)
|
(13,093)
|
Management
fees
|
(42)
|
(30)
|
-
|
-
|
-
|
(72)
|
Other operating
results, net
|
46
|
(52)
|
(36)
|
-
|
(154)
|
(196)
|
Profit
/ (Loss) from operations
|
2,582
|
1,619
|
(253)
|
-
|
(758)
|
3,190
|
Share of profit /
(loss) of joint ventures and associates
|
46
|
75
|
-
|
-
|
(16)
|
105
|
Segment
profit / (loss)
|
2,628
|
1,694
|
(253)
|
-
|
(774)
|
3,295
|
|
|
|
|
|
|
|
Operating
assets
|
79,427
|
38,521
|
31,648
|
8,562
|
20,806
|
178,964
|
Operating
liabilities
|
(64,100)
|
(29,239)
|
(25,032)
|
-
|
(36,864)
|
(155,235)
|
|
15,327
|
9,282
|
6,616
|
8,562
|
(16,058)
|
23,729
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
1,538
|
18,610
|
6,655
|
-
|
274
|
27,077
|
Costs
|
(467)
|
(14,076)
|
(4,525)
|
-
|
(184)
|
(19,252)
|
Gross
profit
|
1,071
|
4,534
|
2,130
|
-
|
90
|
7,825
|
Net gain from fair
value of investment properties
|
(271)
|
-
|
-
|
-
|
-
|
(271)
|
General and
administrative expenses
|
(100)
|
(203)
|
(708)
|
-
|
(282)
|
(1,293)
|
Selling
expenses
|
(29)
|
(3,907)
|
(1,493)
|
-
|
(13)
|
(5,442)
|
Management
fees
|
(12)
|
(10)
|
-
|
-
|
-
|
(22)
|
Other operating
results, net
|
(19)
|
(13)
|
-
|
-
|
-
|
(32)
|
Profit
/ (Loss) from operations
|
640
|
401
|
(71)
|
-
|
(205)
|
765
|
Share of profit /
(loss) of joint ventures and associates
|
226
|
-
|
-
|
-
|
(103)
|
123
|
Segment
profit / (loss)
|
866
|
401
|
(71)
|
-
|
(308)
|
888
|
|
|
|
|
|
|
|
Operating
assets
|
60,678
|
29,440
|
27,345
|
4,602
|
25,405
|
147,470
|
Operating
liabilities
|
(49,576)
|
(23,614)
|
(21,657)
|
-
|
(38,142)
|
(132,989)
|
|
11,102
|
5,826
|
5,688
|
4,602
|
(12,737)
|
14,481
|
The
following tables present a reconciliation between the total results
of operations as per the segment information and the profit from
operation as per the statement 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.
|
|
|
Total
segment information
|
Adjustment for share of profit / (loss) of joint
ventures
|
Expenses
and collective promotion
funds
|
Adjustment to
Income / (operations) for
elimination of
inter-segment transactions
|
Total
Statement of Income
|
|
|
Revenues
|
76,652
|
(72)
|
1,490
|
(152)
|
77,918
|
Costs
|
(55,498)
|
60
|
(1,517)
|
140
|
(56,815)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
2,185
|
(9)
|
-
|
-
|
2,176
|
Changes in the net
realizable value of agricultural produce after harvest
|
(74)
|
-
|
-
|
-
|
(74)
|
Gross
profit / (loss)
|
23,265
|
(21)
|
(27)
|
(12)
|
23,205
|
Gain from disposal
of farmlands
|
280
|
-
|
-
|
-
|
280
|
Net gain / (loss)
from changes in fair value of investment properties
|
5,193
|
(192)
|
-
|
-
|
5,001
|
General and
administrative expenses
|
(4,272)
|
7
|
-
|
8
|
(4,257)
|
Selling
expenses
|
(13,957)
|
7
|
-
|
4
|
(13,946)
|
Management
fees
|
(200)
|
-
|
-
|
-
|
(200)
|
Other operating
results, net
|
(155)
|
(5)
|
-
|
2
|
(158)
|
Profit / (Loss) from operations before share
of Profit / (Loss) of joint
ventures and associates
|
10,154
|
(204)
|
(27)
|
2
|
9,925
|
Share of (loss) /
profit of joint ventures and associates
|
18
|
154
|
-
|
-
|
172
|
Profit
/ (Loss) from operations before financing and taxation
|
10,172
|
(50)
|
(27)
|
2
|
10,097
|
|
|
|
Total
segment information
|
Adjustment for share of Profit / (Loss)
of joint ventures
|
Expenses
and collective promotion funds
|
Adjustment to
Income / (operations) for
elimination of
inter-segment transactions
|
Total
Statement of Income
|
|
|
Revenues
|
33,273
|
(89)
|
1,194
|
(146)
|
34,232
|
Costs
|
(23,725)
|
105
|
(1,207)
|
146
|
(24,681)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
1,696
|
(57)
|
-
|
-
|
1,639
|
Changes in the net
realizable value of agricultural produce after harvest
|
208
|
-
|
-
|
-
|
208
|
Gross
profit / (loss)
|
11,452
|
(41)
|
(13)
|
-
|
11,398
|
Loss from disposal
of farmlands
|
(2)
|
-
|
-
|
-
|
(2)
|
Net gain / (loss)
from changes in fair value of investment properties
|
17,918
|
(379)
|
-
|
-
|
17,539
|
General and
administrative expenses
|
(2,163)
|
6
|
-
|
7
|
(2,150)
|
Selling
expenses
|
(6,044)
|
8
|
-
|
1
|
(6,035)
|
Management
fees
|
(534)
|
-
|
-
|
-
|
(534)
|
Other operating
results, net
|
(114)
|
(2)
|
-
|
(3)
|
(119)
|
Profit
/ (Loss) from operations before share of Profit / (Loss) of joint
ventures and associates
|
20,513
|
(408)
|
(13)
|
5
|
20,097
|
Share of (loss) /
profit of joint ventures and associates
|
273
|
261
|
-
|
-
|
534
|
Profit
/ (Loss) from operations before financing and taxation
|
20,786
|
(147)
|
(13)
|
5
|
20,631
|
|
|
|
Total
segment information
|
Adjustment for share of Profit / (Loss)
of joint ventures
|
Expenses
and collective promotion funds
|
Adjustment to
Income / (operations) for
elimination of
inter-segment transactions
|
Total
Statement of Income
|
|
|
Revenues
|
4,942
|
(53)
|
887
|
(124)
|
5,652
|
Costs
|
(3,893)
|
57
|
(901)
|
122
|
(4,615)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
produce at the point of harvest
|
1,370
|
(23)
|
-
|
-
|
1,347
|
Changes in the net
realizable value of agricultural produce after harvest
|
(34)
|
-
|
-
|
-
|
(34)
|
Gross
profit / (loss)
|
2,385
|
(19)
|
(14)
|
(2)
|
2,350
|
Gain / (Loss) from
disposal of farmlands
|
570
|
(20)
|
-
|
-
|
550
|
Net gain / (loss)
from changes in fair value of investment properties
|
4,103
|
(48)
|
-
|
-
|
4,055
|
General and
administrative expenses
|
(614)
|
4
|
-
|
3
|
(607)
|
Selling
expenses
|
(481)
|
6
|
-
|
1
|
(474)
|
Management
fees
|
(145)
|
-
|
-
|
-
|
(145)
|
Other operating
results, net
|
14
|
4
|
-
|
(1)
|
17
|
Profit
/ (Loss) from operations before share of Profit / (Loss) of joint
ventures and associates
|
5,832
|
(73)
|
(14)
|
1
|
5,746
|
Share of (loss) /
profit of joint ventures and associates
|
(859)
|
42
|
-
|
-
|
(817)
|
Profit
/ (Loss) from operations before financing and taxation
|
4,973
|
(31)
|
(14)
|
1
|
4,929
|
The
following tables present a reconciliation between total segment
assets and liabilities and total assets as per the statement of
financial position. Adjustments are mainly related to the filing of
certain classes of assets in segment information and to the
proportional consolidation of joint ventures mentioned
previously.
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
Total
Assets per segment
|
7,013
|
44,912
|
178,964
|
223,876
|
230,889
|
Less:
|
|
|
|
|
|
Proportionate share
in reportable assets per segment of joint ventures (*)
|
(620)
|
(990)
|
-
|
(990)
|
(1,610)
|
Measurement
adjustments at fair value
|
|
|
|
|
|
Plus:
|
|
|
|
|
|
Investments in
joint ventures (**)
|
280
|
735
|
-
|
735
|
1,015
|
Discontinued
operations
|
-
|
-
|
2,681
|
2,681
|
2,681
|
Other
non-reportable assets
|
3,792
|
4,679
|
-
|
4,679
|
8,471
|
Total
Consolidated assets as per Statement of Financial
Position
|
10,465
|
49,336
|
181,645
|
230,981
|
241,446
|
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
Total
Assets per segment
|
5,135
|
39,105
|
147,470
|
186,575
|
191,710
|
Less:
|
|
|
|
|
|
Proportionate share
in reportable assets per segment of joint ventures (*)
|
(532)
|
(838)
|
-
|
(838)
|
(1,370)
|
Measurement
adjustments at fair value
|
|
|
|
|
|
Plus:
|
|
|
|
|
|
Investments in
joint ventures (**)
|
233
|
621
|
-
|
621
|
854
|
Other
non-reportable assets
|
3,252
|
5,205
|
-
|
5,205
|
8,457
|
Total
Consolidated assets as per Statement of Financial
Position
|
8,088
|
44,093
|
147,470
|
191,563
|
199,651
|
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center
in
Argentina
|
|
|
|
Total
Assets per segment
|
3,732
|
22,875
|
26,607
|
Less:
|
|
|
|
Proportionate share
in reportable assets per segment of joint ventures (*)
|
(382)
|
(400)
|
(782)
|
Measurement
adjustments at fair value
|
|
|
|
Plus:
|
|
|
|
Investments in
joint ventures (**)
|
177
|
342
|
519
|
Discontinued
operations
|
|
|
|
Other
non-reportable assets
|
2,779
|
2,601
|
5,380
|
Total
Consolidated assets as per Statement of Financial
Position
|
6,306
|
25,418
|
31,724
|
(*) Below is a
detail of the proportionate share in assets by segment of joint
ventures included in the information reported by
segment.
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center in Argentina
|
Operations
Center
in
Israel
|
|
|
|
|
Investment
properties
|
-
|
983
|
-
|
983
|
983
|
Property, plant and
equipment
|
620
|
(4)
|
-
|
(4)
|
616
|
Trading
properties
|
-
|
4
|
-
|
4
|
4
|
Goodwill
|
-
|
7
|
-
|
7
|
7
|
Biological
assets
|
-
|
-
|
-
|
-
|
-
|
Inventories
|
-
|
-
|
-
|
-
|
-
|
Total
proportionate share in assets per segment
of joint ventures
|
620
|
990
|
-
|
990
|
1,610
|
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
|
Investment
properties
|
3
|
750
|
-
|
750
|
753
|
Property, plant and
equipment
|
511
|
(3)
|
-
|
(3)
|
508
|
Trading
properties
|
-
|
86
|
-
|
86
|
86
|
Goodwill
|
-
|
4
|
-
|
4
|
4
|
Biological
assets
|
12
|
-
|
-
|
-
|
12
|
Inventories
|
6
|
1
|
-
|
1
|
7
|
Total
proportionate share in assets per segment
of joint ventures
|
532
|
838
|
-
|
838
|
1,370
|
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center
in
Argentina
|
|
|
|
Investment
properties
|
-
|
393
|
393
|
Property, plant and
equipment
|
366
|
(2)
|
364
|
Trading
properties
|
-
|
4
|
4
|
Goodwill
|
-
|
5
|
5
|
Biological
assets
|
8
|
-
|
8
|
Inventories
|
8
|
-
|
8
|
Total
proportionate share in assets per segment
of joint ventures
|
382
|
400
|
782
|
(**)
Represents the
equity-accounted amount of those joint ventures, which were
proportionate-consolidated for segment information
purposes.
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center in Argentina
|
Operations
Center
in
Israel
|
|
|
|
|
Total
Liabilities per segment
|
-
|
-
|
155,235
|
155,235
|
155,235
|
Plus:
|
|
|
|
|
|
Liabilities
corresponding to agricultural business and urban properties and
investment business of the operations center in
Argentina
|
8,417
|
28,621
|
-
|
28,621
|
37,038
|
Total
Consolidated liabilities as per Statement of Financial
Position
|
8,417
|
28,621
|
155,235
|
183,856
|
192,273
|
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
Total
Liabilities per segment
|
-
|
-
|
132,989
|
132,989
|
132,989
|
Plus:
|
|
|
|
|
|
Liabilities
corresponding to agricultural business and urban properties and
investment business of the operations center in
Argentina
|
6,258
|
23,204
|
-
|
23,204
|
29,462
|
Total
Consolidated liabilities as per Statement of Financial
Position
|
6,258
|
23,204
|
132,989
|
156,193
|
162,451
|
|
|
|
|
Urban
properties
and
investments business
|
|
|
|
Operations
Center
in
Argentina
|
|
|
|
Total
Liabilities per segment
|
-
|
-
|
-
|
Plus:
|
|
|
|
Liabilities
corresponding to agricultural business and urban properties and
investment business of the operations center in
Argentina
|
4,612
|
12,556
|
17,168
|
Total
Consolidated liabilities as per Statement of Financial
Position
|
4,612
|
12,556
|
17,168
|
Fiscal year ended on June 30, 2017 compared to the fiscal year
ended on June 30, 2016
Operating results
REVENUES
Our
total revenues rose by 130.4%, from Ps.33,273 million in fiscal
year 2016 to Ps.76,652 million in fiscal year 2017. This was mainly
due to the 34.6% increase in the Agricultural Business, from
Ps.2,912 million in fiscal year 2016 to Ps.3,919 million in fiscal
year 2017, and to the 152.7% increase in the Urban Properties and
Investments Business, from Ps.27,077 million in fiscal year 2016 to
Ps.68,422 million in fiscal year 2017 in the Operations Center in
Israel and to the increase of 31.3% in the Operations Center in
Argentina, from Ps.3,284 million in fiscal year 2016 to Ps.4,311
million in fiscal year 2017.
Agricultural Business
|
Fiscal year ended June 30, 2017
|
Revenues
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
1,388
|
13
|
-
|
1,401
|
Cattle
|
121
|
15
|
70
|
206
|
Dairy
|
97
|
-
|
-
|
97
|
Sugarcane
|
355
|
-
|
-
|
355
|
Agricultural Rental
and Services
|
91
|
-
|
46
|
137
|
Agricultural
Production Subtotal
|
2,052
|
28
|
116
|
2,196
|
Agro-industrial
|
1,324
|
-
|
-
|
1,324
|
Other Segments and
Corporate
|
370
|
2
|
27
|
399
|
Subtotal
Others and Corporate
|
1,694
|
2
|
27
|
1,723
|
Total
Agricultural Business
|
3,746
|
30
|
143
|
3,919
|
|
Fiscal year ended June 30, 2016 (Recast)
|
Revenues
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
1,101
|
51
|
-
|
1,152
|
Cattle
|
80
|
9
|
89
|
178
|
Dairy
|
65
|
-
|
-
|
65
|
Sugarcane
|
294
|
-
|
-
|
294
|
Agricultural Rental
and Services
|
39
|
-
|
37
|
76
|
Agricultural
Production Subtotal
|
1,579
|
60
|
126
|
1,765
|
Agro-industrial
|
966
|
-
|
-
|
966
|
Other Segments and
Corporate
|
168
|
-
|
13
|
181
|
Subtotal
Others and Corporate
|
1,134
|
-
|
13
|
1,147
|
Total
Agricultural Business
|
2,713
|
60
|
139
|
2,912
|
Total
revenues rose by 38.1%, from Ps.2,713 million in fiscal year 2016
to Ps.3,746 million in fiscal year 2017. This was due to the
following increases:
●
Ps.287 million in
the Crops activity,
●
Ps.41 million in
the Cattle activity,
●
Ps.61 million in
the Sugarcane activity,
●
Ps.358 million in
the Agro-industrial activity,
●
Ps.202 million in
the Other Segments and Corporate activity,
●
Ps.32 million in
the Dairy activity, and
●
Ps.52 million in
the Agricultural Rental and Services activity.
In
turn, revenues from our interests in joint ventures declined by 50%
from Ps.60 million in fiscal year 2016 to Ps.30 million in fiscal
year 2017, mainly as a consequence of a 74.5% decline in Crops sold
to Cresca, from Ps.51 million in fiscal year 2016 to Ps.13 million
in fiscal year 2017.
Similarly,
inter-segment revenues rose by 2.9%, from Ps.139 million in fiscal
year 2016 to Ps.143 million in fiscal year 2017, mainly as a result
of the leases of croplands between our subsidiary Brasilagro and
its subsidiaries, which were reclassified from the Crops and
Sugarcane activity to the Agricultural Rental and Services
activity.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, revenues increased
by 34.6%, from Ps.2,912 million in fiscal year 2016 to Ps.3,919
million in fiscal year 2017.
Crops
Total
revenues from the Crops activity rose by 21.6%, from Ps.1,152
million in fiscal year 2016 to Ps.1,401 million in fiscal year
2017, mainly as a consequence of:
●
a 37.0% increase in
the average price of crops sold, up from Ps.2,226 per ton in fiscal
year 2016 to Ps.3,049 per ton in fiscal year 2017;
●
partially offset by
a decline of 57,808 tons in the volume of crops sold during fiscal
year 2017 compared to the previous fiscal year.
The
following table provides a breakdown of the sales of
Crops:
|
|
|
|
Fiscal year ended June 30
|
|
|
|
|
|
Corn
|
266,508
|
255,162
|
11,346
|
Soybean
|
166,623
|
198,296
|
(31,673)
|
Wheat
|
13,401
|
46,607
|
(33,206)
|
Sorghum
|
5,254
|
1,007
|
4,247
|
Sunflower
|
4,116
|
10,421
|
(6,305)
|
Other
|
3,646
|
5,863
|
(2,217)
|
Total
Sales
|
459,548
|
517,356
|
(57,808)
|
Cattle
Total
revenues from the Cattle activity increased by 15.7%, from Ps.178
million in fiscal year 2016 to Ps.206 million in fiscal year 2017,
mainly as a consequence of:
●
a 38.7% increase in
the average price per kilogram sold of cattle, from Ps.21.2 per
kilogram in fiscal year 2016 to Ps.29.4 per kilogram in fiscal year
2017;
●
offset by a 16.7% decline in the volume of cattle
sold, from 8,314 tons in fiscal year 2016 to 6,929 tons in fiscal
year 2017.
Dairy
Total
revenues from the Dairy activity increased by 49.2%, from Ps.65
million in fiscal year 2016 to Ps.97 million in fiscal year 2017,
mainly as a consequence of:
●
a 52.1% increase in
the average price of milk, up from Ps.3.26 per liter in fiscal year
2016 to Ps.4.96 per liter in fiscal year 2017;
●
a 52.3% increase in
the average price per kilogram sold of milking cows cattle, from
Ps.19.3 per kilogram in fiscal year 2016 to Ps.29.4 per kilogram in
fiscal year 2017; and
●
a 43.2% increase in
the volume of milking cows cattle, from 743 tons in fiscal year
2016 to 1,064 tons in fiscal year 2017;
●
offset by a 14.2%
decline in the volume of milk sold, from 15.5 million liters in
fiscal year 2016 to 13.3 million liters in fiscal year
2017.
Sugarcane
Total
revenues from the Sugarcane activity increased 20.7%, from Ps.294
million in fiscal year 2016 to Ps.355 million in fiscal year 2017,
mainly as a consequence of:
●
a 62.3% increase in
the average price of sugarcane sold, from Ps.241.2 per ton in
fiscal year 2016 to Ps.391.5 per ton in fiscal year 2017;
and
●
a decline of 312,880 tons (25.7%) in the volume
of sugarcane sold during fiscal year 2017 compared to the previous
fiscal year, primarily attributable to Brasilagro, due to a lower
production yield.
Agricultural Rental and Services
Total
revenues from the Agricultural Rental and Services activity
increased by 80.3%, from Ps.76 million in fiscal year 2016 to
Ps.137 million in fiscal year 2017, mainly as a consequence
of:
●
a 450% increase in
revenues from the production of seeds originating primarily in a
larger number of hectares used for agricultural purposes, and an
11% increase in the selling price; offset by a 18% decline in
average yield.
Agro-industrial
Total
revenues from the Agro-industrial activity increased by 37.1%, from
Ps.966 million in fiscal year 2016 to Ps.1,324 million in fiscal
year 2017, mainly as a consequence of:
●
a 30.3% increase in
exports, a 35.3% increase in sales to the domestic market and a 50%
increase in sales of by-products. Domestic consumption prices
exhibited an upward trend and were 23% higher than in fiscal year
2016. The price of exports rose by 21.03% in Argentine Pesos in
fiscal year 2017 compared to 2016;
●
an 8.5% increase in
the slaughtering volume, from 6,415 heads per month in fiscal year
2016 to 6,960 in fiscal year 2017.
Others segments and Corporate
Total
revenues from the Other Segments and Corporate activity increased
by 120.4%, from Ps.181 million in fiscal year 2016 to Ps.399
million in fiscal year 2017, mainly as a consequence
of:
●
an increase of
Ps.67 million in sales of supplies;
●
an increase of
Ps.44 million in sales on consignment;
●
an increase of
Ps.30 million in commodity brokerage services; and
●
an increase of
Ps.33.5 million in coverage, advertising and storage
services.
Urban Properties and Investments Business
|
Fiscal
year ended June 30, 2017
|
Revenues
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
Expenses and Collective Promotion
Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
4,392
|
26
|
-
|
(1,375)
|
3,043
|
Offices and
Others
|
537
|
14
|
7
|
(115)
|
443
|
Sales and
Developments
|
98
|
1
|
-
|
-
|
99
|
Hotels
|
722
|
-
|
3
|
-
|
725
|
Financial
Operations, Corporate and Others
|
1
|
-
|
-
|
-
|
1
|
Total
Operations Center in Argentina
|
5,750
|
41
|
10
|
(1,490)
|
4,311
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
|
|
|
|
|
|
Real
Estate
|
4,918
|
-
|
-
|
-
|
4,918
|
Supermarkets
|
47,276
|
-
|
-
|
-
|
47,276
|
Telecommunications
|
15,964
|
-
|
-
|
-
|
15,964
|
Other
|
264
|
-
|
-
|
-
|
264
|
Total
Operations Center in Israel
|
68,422
|
-
|
-
|
-
|
68,422
|
Total
Urban Properties and Investments Business
|
74,172
|
41
|
10
|
(1,490)
|
72,733
|
|
Fiscal
year ended June 30, 2016 (Recast)
|
Revenues
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
Expenses and Collective Promotion
Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
3,487
|
20
|
-
|
(1,101)
|
2,406
|
Offices and
Others
|
422
|
3
|
8
|
(93)
|
340
|
Sales and
Developments
|
(2)
|
5
|
-
|
-
|
3
|
Hotels
|
534
|
-
|
-
|
-
|
534
|
Financial
Operations, Corporate and Others
|
1
|
-
|
-
|
-
|
1
|
Total
Operations Center in Argentina
|
4,442
|
28
|
8
|
(1,194)
|
3,284
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
Estate
|
1,538
|
-
|
-
|
-
|
1,538
|
Supermarkets
|
18,610
|
-
|
-
|
-
|
18,610
|
Telecommunications
|
6,655
|
-
|
-
|
-
|
6,655
|
Other
|
274
|
-
|
-
|
-
|
274
|
Total
Operations Center in Israel
|
27,077
|
-
|
-
|
-
|
27,077
|
Total
Urban Properties and Investments Business
|
31,519
|
28
|
8
|
(1,194)
|
30,361
|
Operation Center in Argentina
Total
revenues from the Urban Properties and Investments business
increased by 29.4%, from Ps.4,442 million in fiscal year 2016 to
Ps.5,750 million in fiscal year 2017. This was mainly due to an
increase of Ps.905 million in the Shopping Malls segment, an
increase of Ps.115 million in the Offices and Others segment, an
increase of Ps.188 million in the Hotels segment, and an increase
of Ps.100 million in the Sales and Development
segment.
In
turn, revenues from our interests in joint ventures did not exhibit
significant variations when considering fiscal years 2017 and
2016.
Inter-segment
revenues rose by 25.0%, from Ps.8 million in fiscal year 2016 to
Ps.10 million in fiscal year 2017, mainly as a consequence of
profits in the amount of 3 million derived by the Hotels segment in
fiscal year 2017.
In
addition, revenues from expenses and collective promotion fund rose
by 24.8%, from Ps.1,194 million in fiscal year 2016 (out of which
Ps.1,101 million is attributable to the Shopping Malls segment) to
Ps.1,490 million in fiscal year 2017 (out of which Ps.1,375 million
is attributable to the Shopping Malls segment).
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, and expenses and
collective promotion fund, revenues increased by 31.3%, from
Ps.3,284 million in fiscal year 2016 to Ps.4,311 million in fiscal
year 2017.
Shopping Malls
Revenues
from the Shopping Malls segment increased 26.5%, from Ps.2,406
million in fiscal year 2016 to Ps.3,043 million in fiscal year
2017. Such increase was mostly attributable to:
●
an increase of
Ps.408 million in revenues from fixed and variable rentals as a
result of a 19.4% increase in our tenants’ sales, from
Ps.28.8 million in fiscal year 2016 to Ps.34.4 million in fiscal
year 2017;
●
an increase of
Ps.55 million in revenues from admission fees;
●
an increase of
Ps.39.5 million in parking revenues; and
●
an increase of
Ps.134.5 million in revenues from commissions and
other.
Offices and Others
Revenues
from the Offices and Others segment increased 30.3%, from Ps.340
million in fiscal year 2016 to Ps.443 million in fiscal year
2017.Such revenues were impacted by the partial sale of investment
properties during fiscal year 2017, which resulted in a reduction
of the segment total leasable area. Rental revenues increased
29.3%, from Ps.331 million in fiscal year ended June 30, 2016 to
Ps.428 million in fiscal year ended June 30, 2017, mostly as a
result of the currency devaluation.
Sales and Developments
Revenues
from the Sales and Developments segment rose from a gain of Ps.3
million in fiscal year 2016 to a gain of Ps.99 million in fiscal
year 2017. This segment often varies significantly period over
period, given that some of the sales consummated by the Company are
non-recurrent. Such increase was mainly attributable to sales of
floors at Beruti building and parking space in Rosario
building.
Hotels
Total
revenues from our Hotels segment rose by 35.8%, from Ps.534 million
in fiscal year 2016 to Ps.725 million in fiscal year 2017,
primarily due to an increase in the average room rate of our hotels
(measured in Argentine Pesos).
International
No
revenues were recorded from the International segment in the fiscal
years under review.
Financial Operations, Corporate and Others
Revenues
from our Financial Operations, Corporate and Others segment did not
experience significant changes in the periods under
review.
Operation Center in Israel
Real Estate.
Revenues
from the Real estate segment increased from Ps.1,538 million during
fiscal year 2016 to Ps.4,918 million during fiscal year 2017. Such
variation was due to (i) the comparability of the figures, (ii) a
24% revaluation of the NIS against the Argentine peso, and (iii)
the recording of revenues from the sale of apartments and real
estate is affected by the timing of the occupation of apartments,
which was higher in 2017.
Supermarkets.
Revenues
from the Supermarket segment increased from Ps.18,610 million
during fiscal year 2016 to Ps.47,277 million during fiscal year
2017. Such variation was due to (i) the comparability of the
figures, and (ii) a 24% revaluation of the NIS against the
Argentine peso.
Telecommunications.
Revenues
from the Telecomunications segment increased from Ps.6,655 million
during fiscal year 2016 to Ps.15,964 million during fiscal year
2017. Such variation was due to (i) the comparability of the
figures and (ii) a 24% revaluation of the NIS against the Argentine
peso.
Others.
Revenues
from the Others segment decreased from Ps.274 million during fiscal
year 2016 to Ps.263 million during fiscal year 2017. Such variation
was due to (i) the comparability of the figures, (ii) a 24%
revaluation of the NIS against the Argentine peso, and (iii) the
sale of some revenue generating assets of DIC.
COSTS
The
Company’s total costs rose by 133.9%, from Ps.23,725 million
in fiscal year 2016 to Ps.55,498 million in fiscal year 2017. This
was mainly due to a 43.6% increase in the Agricultural business,
from Ps.3,814 million in fiscal year 2016 to Ps.5,477 million in
fiscal year 2017, and to the 155.1% increase in the Urban
Properties and Investments Business at the Operations Center in
Israel, from Ps.19,252 million in fiscal year 2016 to Ps.49,110
million in fiscal year 2017, and to the 38.2% increase in this
business at the Operations Center in Argentina, from Ps.659 million
in fiscal year 2015 to Ps.911 million in fiscal year
2017.
Agricultural Business
|
Fiscal
year ended June 30, 2017
|
Costs
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(2,526)
|
(23)
|
(42)
|
(2,591)
|
Cattle
|
(364)
|
(18)
|
-
|
(382)
|
Dairy
|
(180)
|
-
|
-
|
(180)
|
Sugarcane
|
(662)
|
-
|
(26)
|
(688)
|
Agricultural Rental
and Services
|
(26)
|
-
|
-
|
(26)
|
Agricultural
Production Subtotal
|
(3,758)
|
(41)
|
(68)
|
(3,867)
|
Land Transformation
and Sales
|
(11)
|
-
|
-
|
(11)
|
Agro-industrial
|
(1,233)
|
-
|
(70)
|
(1,303)
|
Other Segments and
Corporate
|
(294)
|
(2)
|
-
|
(296)
|
Subtotal
Others and Corporate
|
(1,527)
|
(2)
|
(70)
|
(1,599)
|
Total
Agricultural Business
|
(5,296)
|
(43)
|
(138)
|
(5,477)
|
|
Fiscal
Year ended June 30, 2016 (Recast)
|
Costs
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(1,686)
|
(80)
|
(35)
|
(1,801)
|
Cattle
|
(254)
|
(13)
|
-
|
(267)
|
Dairy
|
(135)
|
-
|
-
|
(135)
|
Sugarcane
|
(501)
|
-
|
(16)
|
(517)
|
Agricultural Rental
and Services
|
(20)
|
-
|
-
|
(20)
|
Agricultural
Production Subtotal
|
(2,596)
|
(93)
|
(51)
|
(2,740)
|
Land Transformation
and Sales
|
(9)
|
-
|
-
|
(9)
|
Agro-industrial
|
(836)
|
-
|
(89)
|
(925)
|
Other Segments and
Corporate
|
(140)
|
-
|
-
|
(140)
|
Subtotal
Others and Corporate
|
(976)
|
-
|
(89)
|
(1,065)
|
Total
Agricultural Business
|
(3,581)
|
(93)
|
(140)
|
(3,814)
|
Total
costs rose by 47.9%, from Ps.3,581 million in fiscal year 2016 to
Ps.5,296 million in fiscal year 2017. This was primarily
attributable to the following increases:
●
Ps.840 million in
the Crops activity,
●
Ps.110 million in
the Cattle activity,
●
Ps.45 million in
the Dairy activity,
●
Ps.161 million in
the Sugarcane activity,
●
Ps.6 million in the
Agricultural Rental and Services activity,
●
Ps.2 million
increase in the Land Transformation and Sales segment,
●
Ps.397 million in
the Agro-industrial activity, and
●
Ps.154 million in
the Other Segments and Corporate activity.
In
turn, the cost of our joint ventures experienced a net decline of
Ps.50 million, from Ps.93 million in fiscal year 2016 to Ps.43
million in fiscal year 2017, mainly as a consequence of a Ps.57
million reduction in the costs of Cresca’s crops, from Ps.80
million in fiscal year 2016 to Ps.23 million in fiscal year
2017.
Similarly,
inter-segment costs fell by Ps.2 million, from Ps.140 million in
fiscal year 2016 to Ps.138 million in fiscal year 2017, mainly as a
result of the rise in the cost of sales of crops and sugarcane
during the year, due to leases of croplands between our subsidiary
Brasilagro and its subsidiaries, which were reclassified from the
Crops and Sugarcane sctivity to the Agricultural Rental and
Services activity.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, costs increased by
43.6%, from Ps.3,814 million in fiscal year 2016 to Ps.5,477
million in fiscal year 2017.
Crops
Total
costs from the Crops activity increased by 43.9%, from Ps.1,801
million in fiscal year 2016 to Ps.2,591 million in fiscal year
2017. The costs from the Crops activity are broken down in the
following table:
|
|
|
|
|
Cost of
sales
|
1,178
|
940
|
Cost of
production
|
1,413
|
861
|
Total
Costs
|
2,591
|
1,801
|
Cost of
sales in the Crops activity increased by 25.3%, from Ps.940 million
in fiscal year 2016 to Ps.1,178 million in fiscal year 2017, mainly
as a consequence of:
●
a 41.1% rise in the
average cost per ton of crops sold in fiscal year 2017, from
Ps.1,817 per ton in fiscal year 2016 to Ps.2,563 per ton in fiscal
year 2017, due to higher average market prices for crops;
and
●
offset by an 11.2%
decrease in the volume of tons sold as compared to the previous
fiscal year.
The
cost of sales as a percentage of sales was 81.6% in fiscal year
2016 and 84.1% in fiscal year 2017.
The
cost of production in the Crops activity increased by 64.1%, from
Ps.861 million in fiscal year 2016 to Ps.1,413 million in fiscal
year 2017, mainly as a consequence of:
●
a 67.9% rise in
direct production costs during this fiscal year compared to the
previous fiscal year, attributable to both the larger number of
hectares sown (8.4%) and the increase in the average cost per ton
(27.9%).
Cattle
Total
costs in the Cattle activity increased by 43.1%, from Ps.267
million in fiscal year 2016 to Ps.382 million in fiscal year 2017.
The following table shows the costs in the Cattle
activity:
|
|
|
|
|
Cost of
sales
|
169
|
136
|
Cost of
production
|
213
|
131
|
Total
Costs
|
382
|
267
|
Cost of
sales increased 24.3%, from Ps.136 million in fiscal year 2016 to
Ps.169 million in fiscal year 2017, mainly as a consequence
of:
●
an increase in the
average cost per kilogram sold (48.3%); and
●
a 16.5% decline in
beef sales volumes.
Cost of
production in the Cattle activity rose by 62.6%, from Ps.131
million in fiscal year 2016 to Ps.213 million in fiscal year 2017.
The higher cost of production from the Cattle activity in fiscal
year 2016 was mainly attributable to:
●
the incorporation
of Brazil into the business;
●
higher payroll
expenses;
●
higher feeding
costs as a result of a 5% increase in the volume consumed by
cattle, due to a higher quantity of head in the feedlot, and a 38%
increase in the average cost of food, particularly, internally
produced silo corn and silo sorghum; and
●
an increase in
health and insemination due to better quality sperm and incremental
costs of supplies.
Dairy
Total
costs in the Dairy activity increased by 33.3%, from Ps.135 million
in fiscal year 2016 to Ps.180 million in fiscal year 2017. The
following table shows the costs in the Dairy activity:
|
|
|
|
|
Cost of
sales
|
87
|
61
|
Cost of
production
|
93
|
74
|
Total
Costs
|
180
|
135
|
Total
costs of sale in the Dairy activity rose by 42.6%, from Ps.61
million in fiscal year 2016 to Ps.87 million in fiscal year 2017,
mainly as a consequence of:
●
a 40% increase in
the average cost per kilogram sold of milking cows, from Ps.15.5
per kg in fiscal year 2016 to Ps.21.7 per kg in fiscal year
2017;
●
a 50% increase in
the average price of milk from Ps.3.2 per liter in fiscal year 2016
to Ps.4.8 per liter in fiscal year 2017;
●
a 43.2% increase in
the sales volume of milking cows;
●
offset by a 14.5%
decline in the volume of milk sold.
Cost of
production in the Dairy activity increased by 25.7%, from Ps.74
million in fiscal year 2016 to Ps.93 million in fiscal year 2017.
The increase was primarily attributable to feeding, payroll and
maintenance costs. The rise in feeding costs was mainly
attributable to a 68% increase in the average cost of food, offset
by a 29% decline in consumption volume, due to smaller milking cows
and due to the lower consumption of internally produced silo corn
(26%) and silo sorghum (45%).
Sugarcane
Total
costs in the Sugarcane activity rose by 33.8%, from Ps.517 million
in fiscal year 2016 to Ps.688 million in fiscal year 2017. The
following table shows a breakdown of costs in the Sugarcane
activity:
|
|
|
|
|
Cost of
sales
|
352
|
263
|
Cost of
production
|
336
|
254
|
Total
Costs
|
688
|
517
|
Cost of
sales in the Sugarcane activity rose by 34.0%, from Ps.263 million
in fiscal year 2016 to Ps.352 million in fiscal year 2017, mainly
as a consequence of:
●
a 80.3% increase in
the average price per ton of sugarcane sold in fiscal year 2017,
from Ps.215.3 per ton in fiscal year 2016 to Ps.388.2 per ton in
fiscal year 2017;
●
offset by a decline
of 312,880 tons in sugarcane sold during fiscal year 2017 compared
to the previous fiscal year, particularly, by our subsidiary
Brasilagro.
The
cost of sales as a percentage of sales was 89.5% in fiscal year
2016 and 99.2% in fiscal year 2017.
The
cost of production of the Sugarcane activity increased 32.3%, from
Ps.254 million in fiscal year 2016 to Ps.336 million in fiscal year
2017, with such increase being mostly attributable to Brazil, as a
consequence of an additional productive area of 15,000
hectares.
Total
production costs per ton increased by 48.2%, from Ps.222 per ton in
fiscal year 2016 to Ps.329 per ton in fiscal year
2017.
Agricultural Rental and Services
Total
costs in the Agricultural Rental and Services activity rose by
30.0%, from Ps.20 million in fiscal year 2016 to Ps.26 million in
fiscal year 2017, mainly as a consequence of:
●
an increase from
Argentina mostly attributable to the seed multiplication service,
as a consequence of a larger area allocated to the business and an
increase in costs;
●
offset by a decline
from Brazil due to a smaller leased area during the current fiscal
year.
Land Transformation and Sales
Total
costs in the Land Transformation and Sales segment increased by
22.2%, from Ps.9 million in fiscal year 2016 to Ps.11 million in
fiscal year 2017.
Agro-industrial
Total
costs in the Agro-industrial activity rose by 40.9%, from Ps.925
million in fiscal year 2016 to Ps.1,303 million in fiscal year
2017, due to an inflationary context that hindered the increase in
gross marginal contribution. The reason for this increase is
attributable to a rise in the acquisition cost of all of its
components, particularly cattle, and to an increase in labor, to a
lesser extent.
Others segments and Corporate
Total
costs in Other segments and Corporate activity rose by 111.4%, from
Ps.140 million in fiscal year 2016 to Ps.296 million in fiscal year
2017, primarily as a result of the increased cost of sales of
supplies, increased costs associated to the brokerage business
related to commodity trading transactions, and increased costs of
coverage, advertising and storage services.
Urban Properties and Investments Business
|
Fiscal
year ended June 30 2017
|
Costs
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
Expenses and Collective Promotion
Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(1,743)
|
(4)
|
-
|
1,397
|
(350)
|
Offices and
Others
|
(142)
|
(9)
|
-
|
118
|
(33)
|
Sales and
Developments
|
(39)
|
(4)
|
-
|
-
|
(43)
|
Hotels
|
(485)
|
-
|
-
|
-
|
(485)
|
Total
Operations Center in Argentina
|
(2,409)
|
(17)
|
-
|
1,515
|
(911)
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
Estate
|
(2,333)
|
-
|
-
|
-
|
(2,333)
|
Supermarkets
|
(35,432)
|
-
|
-
|
-
|
(35,432)
|
Telecommunications
|
(11,183)
|
-
|
-
|
-
|
(11,183)
|
Other
|
(162)
|
-
|
-
|
-
|
(162)
|
Total
Operations Center in Israel
|
(49,110)
|
-
|
-
|
-
|
(49,110)
|
Total
Urban Properties and Investments Business
|
(51,519)
|
(17)
|
-
|
1,515
|
(50,021)
|
|
Fiscal
year ended June 30 2016 (Recast)
|
Costs
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(1,360)
|
(3)
|
(6)
|
1,113
|
(256)
|
Offices and
Others
|
(111)
|
(4)
|
-
|
94
|
(21)
|
Sales and
Developments
|
(15)
|
(5)
|
-
|
-
|
(20)
|
Hotels
|
(362)
|
-
|
-
|
-
|
(362)
|
Total
Operations Center in Argentina
|
(1,848)
|
(12)
|
(6)
|
1,207
|
(659)
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
Estate
|
(467)
|
-
|
-
|
-
|
(467)
|
Supermarkets
|
(14,076)
|
-
|
-
|
-
|
(14,076)
|
Telecommunications
|
(4,525)
|
-
|
-
|
-
|
(4,525)
|
Other
|
(184)
|
-
|
-
|
-
|
(184)
|
Total
Operations Center in Israel
|
(19,252)
|
-
|
-
|
-
|
(19,252)
|
Total
Urban Properties and Investments Business
|
(21,100)
|
(12)
|
(6)
|
1,207
|
(19,911)
|
Cost of
sales in our Urban Properties and Investments Business in the
Operations Center in Argentina rose by 30.4%, from Ps.1,848 million
in fiscal year 2016 to Ps.2,409 million in fiscal year 2017. This
was mainly due to a Ps.383 million increase in the Shopping Malls
segment, a Ps.31 million increase in the Offices and Other
segments, a Ps.24 million increase in the Sales and Developments
segment, and a Ps.123 million increase in the Hotels
segment.
In
turn, the costs corresponding to expenses and collective promotion
fund increased 25.5%, from Ps.1,207 million in fiscal year 2016 to
Ps.1,515 million in fiscal year 2017, mainly due to the expenses
and collective promotion fund attributable to the Shopping Malls,
which rose by 25.5%, from Ps.1,113 million in fiscal year 2016 to
Ps.1,397 million in fiscal year 2017, mainly as a consequence of:
(i) an increase in maintenance, security, cleaning, repair and
similar expenses amounting to Ps.142 million (mainly stemming from
increases in security and cleaning services and in the rates for
public utilities), (ii) an increased charge for salaries and wages,
social security contributions and other payroll expenses amounting
to Ps.109 million; and (iii) an increase in taxes, rates and
contributions and other expenses amounting to Ps.36 million, among
other items. In addition, the variation was due to an increase in
common maintenance expenses incurred by the Offices and Others
segment, which rose by Ps.24.0 million, from Ps.94.0 million in
fiscal year 2016 to Ps.118.0 million in fiscal year 2017, primarily
attributableto: (i) maintenance, cleaning and lease expenses and
common maintenance expenses and others for Ps.21.5 million; (ii)
expenses associated to salaries and wages and social security
contributions for Ps.6.1 million; and (iii) taxes, rates and
contributions for Ps.3.5 million.
In
addition, costs from our joint ventures experienced a net increase
of 41.7%, from Ps.12 million in fiscal year 2016 to Ps.17 million
in fiscal year 2017.
Finally, no costs
from inter-segment operations were recorded in fiscal year 2017,
while in fiscal year 2016 such costs amounted to Ps.6
million.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, costs increased by
38.2%, from Ps.659 million in fiscal year 2016 to Ps.911 million in
fiscal year 2017.
Operation Center in Argentina
Shopping Malls
Costs
in the Shopping Malls segment increased 36.7%, from Ps.256 million
in fiscal year 2016 to Ps.350 million in fiscal year 2017. The
reasons for this increase are attributable to: i) an increased cost
corresponding to rentals and common maintenance expenses; (ii) an
increase in maintenance, security, cleaning, repair and similar
expenses; (iii) an increase in salaries and wages, social security
contributions and other payroll expenses; and (iv) an increase in
fees and compensation for services, among other items.
Costs
in the Shopping Malls segment, measured as a percentage of the
revenues derived from this segment, declined by 10.6% during fiscal
year 2016 to 11.5% in fiscal year ended June 30, 2017.
Offices and Others
Total
costs in the Offices and Others segment rose by 57.1%, from Ps.21
million in fiscal year 2016 to Ps.33 million in fiscal year 2017,
due to: (i) an increase in maintenance, security, cleaning, repair
and similar expenses; (ii) an increase in advertising and promotion
expenses and other marketing expenses; and (iii) an increase in
salaries and wages, social security contributions and other payroll
expenses.
Total
costs in the Offices and Others segment, measured as a percentage
of the revenues derived from this segment, increased from 6.2% in
fiscal year 2016 to 7.4% in fiscal year 2017.
Sales and Developments
Costs
attributable to this segment often vary significantly period over
period, given that some of the sales consummated by the Company are
non-recurrent over the time. Without considering our joint
ventures, costs associated to our Sales and Developments segment
rose by 115%, from Ps.20 million in fiscal year 2016 to Ps.43
million in fiscal year 2017.
Costs
in the Sales and Developments segment, measured as a percentage of
the revenues derived from this segment, fell from 666.7% in fiscal
year 2016 to 43.4% in fiscal year 2017.
Hotels
Costs
in the Hotels segment increased by 34%, from Ps.362 million in
fiscal year 2016 to Ps.485 million in fiscal year 2017, mainly as a
consequence of:
●
an increase of
Ps.68 million in salaries and wages, social security contributions
and other payroll expenses;
●
an increase of
Ps.26 million in maintenance and repair expenses; and
●
increased charges
for Ps.29 million in food, beverages and other hotel expenses,
respectively.
Costs
in the Hotels segment, measured as a percentage of the revenues
derived from this segment, fell from 67.8% in fiscal year 2016 to
66.9% in fiscal year 2017.
International
Costs
in the Financial Operations segment are not material.
Financial Operations, Corporate and Others
Costs
in the Financial Operations, Corporate and Others segments are not
material.
Operation Center in Israel
Real Estate.
Costs
from the Real Estate segment increased from Ps.467 million during
fiscal year 2016 to Ps.2,333 million during fiscal year 2017. Such
variation was due to (i)the comparability of the figures, (ii) a
24% revaluation of the NIS against the Argentine peso, and (iii)
the occupancy of revenue generating projects in Israel, and the
higher occupation of residential apartments. In addition, costs, as
a percentage of the revenues derived from this segment, accounted
for 47.4% in 2017 while it was a 30.4% in 2016.
Supermarkets.
Costs
from the Supermarket segment increased from Ps.14,076 million
during fiscal year 2016 to Ps.35,432 million during fiscal year
2017. Such variation was due to (i) the comparability of the
figures and (ii) a 24% revaluation of the NIS against the Argentine
peso. In addition, costs, as a percentage of the revenues derived
from this segment, accounted for 74.9%, in 2017 with no significant
changes form 2016.
Telecommunications.
Costs
from Telecommunications segment increase from Ps.4,525 million
during fiscal year 2016 to Ps.11,183 million during fiscal year
2017. Such variation was due to (i) the comparability of the
figures and (ii) a 24% revaluation of the NIS against the Argentine
peso. In addition, costs, as a percentage of the revenues derived
from this segment, accounted for 70.1%, in 2017 with no significant
changes form 2016.
Others.
Costs
from the Others segment decrease from Ps.184 million during fiscal
year 2016 to Ps.162 million during fiscal year 2017. Such variation
was due to (i) the comparability of the figures, (ii) a 24%
revaluation of the NIS against the Argentine peso, and (iii) the
sale of assets from DIC. In addition, costs, as a percentage of
revenues derived from this segment, accounted for 61.6%, in 2017
with no significant changes form 2016.of DIC.
Initial recognition and changes in the fair value of biological
assets and agricultural products at the point of
harvest
|
Fiscal
year ended June 30, 2017
|
Initial
recognition and changes in the fair value of biological assets and
agricultural products at the point of harvest
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
1,432
|
6
|
-
|
1,438
|
Cattle
|
301
|
3
|
-
|
304
|
Dairy
|
87
|
-
|
-
|
87
|
Sugarcane
|
356
|
-
|
-
|
356
|
Agricultural
Production Subtotal
|
2,176
|
9
|
-
|
2,185
|
Subtotal
Others and Corporate
|
-
|
-
|
-
|
-
|
Total
Agricultural Business
|
2,176
|
9
|
-
|
2,185
|
|
Fiscal
Year ended June 30, 2016 (Recast)
|
Initial
recognition and changes in the fair value of biological assets and
agricultural products at the point of harvest
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
1,005
|
54
|
-
|
1,059
|
Cattle
|
251
|
3
|
-
|
254
|
Dairy
|
74
|
-
|
-
|
74
|
Sugarcane
|
309
|
-
|
-
|
309
|
Agricultural
Production Subtotal
|
1,639
|
57
|
-
|
1,696
|
Subtotal
Others and Corporate
|
-
|
-
|
-
|
-
|
Total
Agricultural Business
|
1,639
|
57
|
-
|
1,696
|
The
Company’s revenues from initial recognition and changes in
the fair value of biological assets and agricultural produce at the
point of harvest increased by 32.8%, from Ps.1,639 million in
fiscal year 2016 to Ps.2,176 million in fiscal year
2017.
In
turn, the Company’s revenues from initial recognition and
changes in the fair value of biological assets and agricultural
produce at the point of harvest derived from our interests in joint
ventures decreased by 84.2%, from Ps.57 million in fiscal year 2016
to Ps.9 million in fiscal year 2017.
In
addition, there were no inter-segment eliminations in connection
with revenues from initial recognition and changes in the fair
value of biological assets and agricultural produce at the point of
harvest.
Hence,
according to business segment reporting and considering all our
joint ventures, revenues from initial recognition and changes in
the fair value of biological assets and agricultural produce at the
point of harvest grew by 28.8%, from Ps.1,696 million in fiscal
year 2016 to Ps.2,185 million in fiscal year 2017.
Crops
Income
from production in the Crops activity rose by 35.8%, from Ps.1,059
million in fiscal year 2016 to Ps.1,438 million in fiscal year
2017, mainly as a consequence of:
●
a 32.1% increase in
total production volume, from 246,964 tons in fiscal year 2016 to
326,147 tons in fiscal year 2017;
●
a 22.6% increase in
the average price of crop production; and
●
a 9.9% increase in
expected revenues.
As of
June 30, 2017, the harvested area was 70.4% of our total sown area,
compared to 72.3% as of June 30, 2016.
The
following table shows the number of tons produced and total
production income as of June 30, 2017 and 2016:
Revenues from the production of Crops Current
season (in tons and million of Pesos)
|
Fiscal
year ended June 30
|
|
|
|
|
|
|
|
|
Corn
|
80,012
|
152
|
45,339
|
80
|
Soybean
|
204,495
|
670
|
179,135
|
514
|
Wheat
|
30,093
|
44
|
15,466
|
11
|
Sorghum
|
4,818
|
10
|
1,306
|
4
|
Sunflower
|
3,854
|
14
|
3,001
|
9
|
Other
|
2,875
|
6
|
2,717
|
5
|
Total
|
326,147
|
896
|
246,964
|
623
|
Estimated
results from the valuation of our crops in progress at fair value
fell by 32.6%, from Ps.369 million in fiscal year 2016 to Ps.248.8
million in fiscal year 2017, mainly as a consequence of the
decrease in the corn price.
Cattle
Income
from production in the Cattle activity rose by 19.7%, from Ps.254
million in fiscal year 2016 to Ps.304 million in fiscal year 2017,
mainly as a consequence of:
●
a 59.7% increase in
the average price per kilogram produced, from Ps.17.6 per kg in
fiscal year 2016 to Ps.28.1 per kg in fiscal year
2017;
●
offset by a slight
1.1% decrease in beef production, from 7,713 tons in fiscal year
2016 to 7,627 tons in fiscal year 2017; and
●
a 26.7% decline in
holding results.
The
calving rate grew by 3.9%, whereas the death rate decreased by
40.7% during fiscal year 2017 compared to fiscal year
2016.
The
number of hectares devoted to cattle production increased from
85,392 hectares in fiscal year 2016 to 102,516 hectares in fiscal
year 2017, as certain establishments in Brazil were ventured into
this business.
Dairy
Income
from production in the Dairy activity increased by 17.6%, from
Ps.74 million in fiscal year 2016 to Ps.87 million in fiscal year
2017. This increase was mainly due to:
●
a 51.1% increase in
the average price of milk, from Ps.3.15 per liter in fiscal year
2016 to Ps.4.76 per liter in fiscal year 2017;
●
offset by a 14.1%
decline in milk production volume, from 16.3 million liters in
fiscal year 2016 to 14 million liters in fiscal year 2017. This
reduction in production volume was mainly due to a lower average
number of milking cows per day, from 1,951 milking cows per day in
fiscal year 2016 to 1,472 milking cows per day in fiscal year 2017,
partially offset by a 13% increase in the efficiency level of
average daily milk production per cow, from 21.82 liters per cow in
fiscal year 2016 to 24.68 liters per cow in fiscal year
2017;
●
an 11.5% decrease
in the production of milking cows and a 15.4% decline in average
price; and
●
the result from
holding milking cows, which fell by 32.1%, from a gain of Ps.13.1
million in fiscal year 2016 to a gain of Ps.8.9 million in fiscal
year 2017, mainly as a consequence of the sale of a large portion
of the stock.
Sugarcane
Income
from production in the Sugarcane activity rose by 15.2%, from
Ps.309 million in fiscal year 2016 to Ps.356 million in fiscal year
2017, mainly as a consequence of:
●
a 25.0% increase in
the average price of sugarcane production;
●
offset by a 10.6%
decrease in total production volume, from 1,142,620 tons in fiscal
year 2016 to 1,021,298 tons in fiscal year 2017.
The
10.6% decline in the production volume from the Sugarcane activity
was attributable to a fall of 12.9% in average production yield,
which went from 88.3 tons/hectare in fiscal year 2016 to 76.9
tons/hectare in fiscal year 2017.
The
following table shows the actual tons produced and income as of
June 30, 2017 and 2016:
Revenues from the production of
Sugarcane (in tons and million of Pesos)
|
Fiscal
year ended June 30
|
|
|
|
|
|
|
|
|
Sugarcane
|
1,021,298
|
344
|
1,142,620
|
292
|
Estimated
results from the valuation of our sugarcane crops in progress at
fair value
Estimated
results from the valuation of our sugarcane crops in progress at
fair value increased significantly from a gain of Ps.19.8 million
in fiscal year 2016 to Ps.49 million in fiscal year 2017. This
variation originated mainly in Brazil, and was caused by the
following factors:
●
the number of
estimated hectares went up from a year-on-year increase of 6% in
fiscal year 2016 to a year-on-year increase of 168% in fiscal year
2017, as a consequence of the addition of an area of 15,000
productive hectares under share-farming agreements;
●
the estimated
yields went from an year-on-year increase close to zero in fiscal
year 2016 to a year-on-year decline of 20% in fiscal year 2017;
and
●
the estimated unit
costs went down from a year-on-year increase of 12% in fiscal year
2016 to a year-on-year increase of 7% in fiscal year
2017.
Changes in the net realizable value of agricultural products after
harvest
|
Fiscal
year ended June 30, 2017
|
Changes
in the net realizable value of agricultural products after
harvest
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(74)
|
-
|
-
|
(74)
|
Agricultural
Production Subtotal
|
(74)
|
-
|
-
|
(74)
|
Total
Agricultural Business
|
(74)
|
-
|
-
|
(74)
|
|
Fiscal
Year ended June 30 2016 (Recast)
|
Changes
in the net realizable value of agricultural products after
harvest
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
208
|
-
|
-
|
208
|
Agricultural
Production Subtotal
|
208
|
-
|
-
|
208
|
Total
Agricultural Business
|
208
|
-
|
-
|
208
|
Income
from changes in the net realizable value of agricultural produce
after harvest declined significantly, from a gain of Ps.208 million
in fiscal year 2016 to a loss of Ps.74 million in fiscal year 2017.
This fall was mainly caused in Argentina, as a consequence
of:
●
a decrease in corn
and soybean prices during the first half of 2017, after prices had
reached a record high by the end of June 2016, and
●
the widespread
price increase that took place by the end of the first half of
2016, caused by the elimination/reduction of withholdings on the
agricultural industry and the strong devaluation of the Argentine
Peso in respect of the US dollar.
There
were neither interests in joint ventures nor inter-segment
eliminations in income from changes in the net realizable value of
agricultural produce after harvest.
Gross profit
As a
result of the above mentioned factors, the Company’s gross
profit increased 103.72%, from Ps.11,452 million in fiscal year
2016 to Ps.23,265 million in fiscal year 2017. This was primarily
attributable to:
●
a 44.81% decline in
the Agricultural Business, from Ps.1,002 million (gain) in fiscal
year 2016 to Ps.553 million in fiscal year 2017;
●
a 146.8% increase
in the Operations Center in Israel within the Urban Properties and
Investments Business, from Ps.7,825 million (gain) in fiscal year
2016 to Ps.19,312 in fiscal year 2017; and
●
a 29.5% increase in
the Operations Center in Argentina within the Urban Properties and
Investments Business, from Ps.2,625 million in fiscal year 2016 to
Ps.3,400 million in fiscal year 2017.
Agricultural Business
As a
result of the above mentioned factors, gross profit fell by 44.81%,
from Ps.1,002 million in fiscal year 2016 to Ps.553 million in
fiscal year 2017.
Crops
Gross
profit from this activity declined by 71.8%, from Ps.618 million in
fiscal year 2016 to Ps.174 million in fiscal year
2017.
Cattle
Gross
profit from this activity declined by 22.4%, from Ps.165 million in
fiscal year 2016 to Ps.128 million in fiscal year
2017.
Dairy
Gross
profit from this activity remained steady at Ps.4 million in both
fiscal years.
Sugarcane
Gross
profit from this activity declined by 73.3%, from Ps.86 million in
fiscal year 2016 to Ps.23 million in fiscal year 2017.
Agricultural Rental and Services
Gross
profit from this activity increased by 98.2%, from Ps.56 million in
fiscal year 2016 to Ps.111 million in fiscal year
2017.
Land Transformation and Sales
Gross
loss from this segment increased by 22.2%, from Ps.9 million in
fiscal year 2016 to Ps.11 million in fiscal year 2017.
Agro-industrial
Gross
profit from this activity declined by 48.8%, from Ps.41 million in
fiscal year 2016 to Ps.21 million in fiscal year 2017.
Other Segments and Corporate
Gross
profit from this activity rose by 151.2%, from Ps.41 million in
fiscal year 2016 to Ps.103 million in fiscal year
2017.
Urban Properties and Investments Business
Gross
profit in Urban Properties and Investments Business rose by 117.3%,
from Ps.10,450 million in fiscal year 2016 to Ps.22,712 million in
fiscal year 2017. This was mainly due to a 146.8% increase at the
Operations Center in Israel for Ps.7,825 million in fiscal year
2016 to Ps.19,312 million in fiscal year 2017 (due to the
consolidation of the 12-month period for this fiscal year) and to
the increase of 29.5% in the Operations Center in Argentina, from
Ps.2,625 million in fiscal year 2016 to Ps.3,400 million in fiscal
year 2017.
Operation Center in Argentina
Shopping Malls
Gross
profit from the Shopping Malls segment increased by 25.3%, from
Ps.2,150 million in fiscal year 2016 to Ps.2,693 million in fiscal
year 2017.
Offices and Others
Gross
profit from the Offices and Others segment increased by 28.5%, from
Ps.319 million in fiscal year 2016 to Ps.410 million in fiscal year
2017.
Sales and Developments
Gross
income/(loss) from the Sales and Developments segment rose by
429.4%, from a loss of Ps.17 million in fiscal year 2016 to a gain
of Ps.56 million in fiscal year 2017.
Hotels
Gross
profit from the Hotels segment increased by 39.5%, from Ps.172
million in fiscal year 2016 to Ps.240 million in fiscal year
2017.
International
No
results for the periods under review.
Financial Operations, Corporate and Others
Gross
profit from our Financial Operations, Corporate and Others segment
remained at Ps.1 million for the periods under review.
Operation Center in Israel
Real Estate.
Gross
profit from the Real Estate segment increased from Ps.1,071 million
during fiscal year 2016 to Ps.2.585 million during fiscal year
2017. Such variation was due to (i) the comparability of the
figures and (ii) a 24% revaluation of the NIS against the Argentine
peso. In 2017 gross profit as a percentage of the revenues derived
from this segment, accounted for 52.6%.
Supermarkets.
Gross
profit from the Supermarkets segment increased from Ps.4,534
million during fiscal year 2016 to Ps.11,845 million during fiscal
year 2017. Such variation was due to (i) the comparability of the
figures and (ii) a 24% revaluation of the NIS against the Argentine
peso. In 2017 gross profit as a percentage of the revenues derived
from this segment, accounted for 25.1%.
Telecommunications.
Gross
profit from the Telecommunications segment increased from Ps.2,130
million during fiscal year 2016 to Ps.4,781 million during fiscal
year 2017. Such variation was due to (i) the comparability of the
figures and (ii) a 24% revaluation of the NIS against the Argentine
peso. In 2017 gross profit as a percentage of the revenues derived
from this segment, accounted for 29.9%.
Others.
Gross
profit from the Others segment increased from Ps.90 million during
fiscal year 2016 to Ps.101 million during fiscal year 2017. Such
variation was due to (i) the comparability of the figures, (ii) a
24% revaluation of the NIS against the Argentine peso and (iii) the
sale of some revenue generating assets from DIC. In 2017 gross
profit as a percentage of the revenues derived from this segment,
accounted for 38.4%.
Net gain from fair value adjustment of investment
properties
The net
gain (loss) from fair value adjustment of the Company’s
investment properties fell by 71.0%, from Ps.17,918 million in
fiscal year 2016 to Ps.5,193 million in fiscal year 2017. This was
mainly due to a Ps.13,034 million decline in the Urban Properties
and Investments Business, partially offset by a Ps.309 million
increase in the Agricultural business. Within the Urban Properties
and Investments Business, the change is attributable to the
Operations Center in Israel (a gain of Ps.645 million) and to the
Operations Center in Argentina (a loss of Ps.13,679
million).
Agricultural
Business
The
increase in the net gain (loss) from fair value adjustment of
investment properties is mainly attributable to Brasilagro since,
as of the previous year-end, there were no leased hectares and,
therefore, no net gain (loss) from fair value adjustment of
investment properties was recorded, while as of the current
year-end, there were 6,300 leased hectares, particularly, in the
Jatobá farm. On the other hand, such results were offset by
discontinued gains from Cresud since last year a portion of La
Gramilla and Santa Bárbara was leased and such lease agreement
was discontinued during the current season.
Urban Properties and Investments Business
|
Fiscal
year ended June 30, 2017
|
Net
gain (loss) from fair value adjustment of investment
properties
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
2,058
|
10
|
-
|
-
|
2,068
|
Offices and
Others
|
1,389
|
182
|
-
|
-
|
1,571
|
Sales and
Developments
|
849
|
-
|
-
|
-
|
849
|
Total
Operations Center in Argentina
|
4,296
|
192
|
-
|
-
|
4,488
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
374
|
-
|
-
|
-
|
374
|
Total
Operations Center in Israel
|
374
|
-
|
-
|
-
|
374
|
Total
Urban Properties and Investments Business
|
4,670
|
192
|
-
|
-
|
4,862
|
|
|
|
|
|
|
|
Fiscal
year ended June 30, 2016 (Recast)
|
Net
gain (loss) from fair value adjustment of investment
properties
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
16,049
|
83
|
-
|
-
|
16,132
|
Offices and
Others
|
1,013
|
249
|
-
|
-
|
1,262
|
Sales and
Developments
|
726
|
47
|
-
|
-
|
773
|
Total
Operations Center in Argentina
|
17,788
|
379
|
-
|
-
|
18,167
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
(271)
|
-
|
-
|
-
|
(271)
|
Total
Operations Center in Israel
|
(271)
|
-
|
-
|
-
|
(271)
|
Total
Urban Properties and Investments Business
|
17,517
|
379
|
-
|
-
|
17,896
|
|
|
|
|
|
|
Operations
Center in Argentina
Net
gain (loss) from fair value adjustment of our investment properties
for fiscal year ended June 30, 2017 amounted to Ps.4,488 million
(Ps.2,068 million from our Shopping Malls segment; Ps.1,571 million
from our Offices and Others segment; and Ps.849 million from our
Sales and Developments segment). The significant appreciation in
Pesos of our properties was mainly attributable to: (i) a slight
decline of 16 basis points in the discount rate used to apply the
discounted cash flow valuation methodology which increases the
valuation of investment properties;mainly as a consequence of
certain macroeconomic improvements leading to lower cost of
capital; and (ii) since June 2016 through June 2017, the Argentine
Peso depreciated by around 11% in respect of the US dollar (from
Ps.15.04-US$1.00 to Ps.16.63- US$1.00) and the valuation of our
investment properties are stated in US dollars since most
operations in the Argentine real estate market are consummated in
that currency.
We held
our portfolio of Shopping Malls between the year ended June 30,
2017 and June 30, 2016. Valuation of our Shopping Malls increased
by 8.2% during the fiscal year ended June 30, 2017, mainly due to a
fall in our cost of capital and the impact of the depreciation of
the local currency.
Valuation
of our office buildings increased by 32.5% in fiscal year ended
June 30, 2017, mainly as a consequence of the impact of
depreciation of the local currency and the increase in lease
prices. In addition, the Company posted a profit of Ps.100 million
from the sale of offices in fiscal year ended June 30, 2017,
compared to Ps.908 million as of June 30, 2016, due to the sale of
rental offices and parking space at several buildings.
Operations Center in
Israel
Real Estate.
In
fiscal year 2017, the net gain from fair value adjustment of
investment properties from the Real Estate segment was Ps.374
million, which, as a percentage of revenues from this segment,
accounted for 7.6%. In 2016 the result of this segment was a loss
of Ps.271 million. Such variation is mainly due to the impairment
of Las Vegas project (Tivoli) and the small revaluation of the HSBC
building, compensated by the increase in fair value of the rest of
the properties.
Net gain / (loss) from disposal of farmlands
Profits
from the sale of farms derived by the Land Transformation and Sales
segment rose by 14,100%, from a loss of Ps.2 million in fiscal year
2016 to a gain of Ps.280 million in fiscal year 2017, mainly as a
result of sales consummated this year and the lack of operations
the previous year.
During fiscal year 2017
●
On
June 30, 2017, Yatay Agropecuaria S.A. sold the entire
“Cuatro Vientos” farm located in the Department of
Santa Cruz, Bolivia, to an independent third party, comprising
2,658 hectares intended for sugarcane and agricultural production.
The total price for the transaction was US$14.23 million (US$5,280
per hectare) (equivalent to Ps.222 million), out of which US$7.42
million was already paid and the remaining balance of US$6.85
million, which is secured by means of a first mortgage, will be
settled on December 28, 2017, along with the lifting of such
mortgage. The Company has recognized a gain of US$4.5 million
(equivalent to Ps.76 million) as a result of such transaction in
fiscal year 2017.
●
In
June 2017, Brasilagro sold a fraction of 625 hectares in the
Jatobá farm, located in Jaborandi, State of Bahia. The price
for the transaction was 300 soybean bags per hectare or R$10.1
million (equivalent to Ps.41 million), out of which R$877 thousand
was already settled and the remaining balance will be paid in five
annual installments, beginning in July 2017. The Company has
recognized a gain of Ps.32.1 as a result of this
transaction.
●
In
May 2017, Brasilagro sold 1,360 hectares (including 918 developed
and productive hectares) of “Araucária,” an
agricultural farm located in the District of Mineiros. The price
for this transaction was 280 soybean bags per hectare or R$17
million (equivalent to Ps.67 million), 35% of which will be cashed
within this year and the balance will be paid in five annual
installments. The Company has recognized a gain of Ps.37.4 as a
result of this transaction.
●
In
March 2017, Brasilagro sold 274 hectares (including 196 developed
and productive hectares) of its “Araucária” farm.
The transaction price was 1,000 soybean bags per hectare or R$13.2
million (equivalent to Ps.48 million), out of which 39,254 soybean
bags, or R$2.4 million, were already cashed and the balance will be
paid in four annual installments. The Company has recognized a gain
of Ps.29.9 million as a result of this transaction.
●
On
June 10, 2015, Brasilagro sold the remaining area of 27,745
hectares of the Cremaq farm located in the municipal district of
Baixa Grande do Ribeiro (Piaui). The transaction price was R$270
million (equivalent to Ps.694 million) and was fully paid. The
Company recorded a gain of Ps.525.9 million as a result of this
transaction in fiscal year 2015. Due to a contractual requirement
that was pending as of the date of the transaction concerning a
license for the dismantling of an additional area, the Company did
not book a portion of such gain. In March 2017, the Company
fulfilled this requirement and recognized a gain of Ps.21
million.
●
On
July 5, 2016, Cresud sold the entire “El Invierno” and
“La Esperanza” farms, comprising 2,615 hectares used
for agriculture and located in the District of
“Rancul,” Province of La Pampa. The total transaction
price was US$6 million, out of which US$5 million were already paid
and the remaining balance of US$1 million, secured with a mortgage
on the estate, will be paid in five equal, consecutive and annual
installments, with the last one being payable in August 2021. The
Company has recognized a gain of Ps.71.6 million as a result of
this transaction.
●
On
June 8, 2017, Cresud and Zander Express S.A. (holders in common
ownership of a 40% and 60% interest, respectively) sold to Simplot
Argentina S.R.L. of a 262-hectare parcel of land located on
National Route No. 7, in Luján de Cuyo, Province of Mendoza.
The total transaction price was US$2.2 million, amount which had
been paid in full at the time the legal title to the property was
conveyed. The Company has recognized a gain of Ps.11.8 million as a
result of this transaction.
General and Administrative Expenses
The
Company’s General and Administrative Expenses rose by 97.5%,
from Ps.2,163 million in fiscal year 2016 to Ps.4,272 million in
fiscal year 2017. This was mainly due to a Ps.94 million increase
in the Agricultural business and to a Ps.2,015 million increase in
the Urban Properties and Investments Business. Within the Urban
Properties and Investments Business, the change is attributable to
the Operations Center in Israel by Ps.1,842 and to the Operations
Center in Argentina by Ps.173.
Agricultural Business
|
Fiscal
year ended June 30, 2017
|
General
and Administrative Expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(151)
|
(2)
|
-
|
(153)
|
Cattle
|
(39)
|
-
|
-
|
(39)
|
Dairy
|
(3)
|
-
|
-
|
(3)
|
Sugarcane
|
(52)
|
-
|
-
|
(52)
|
Agricultural Rental
and Services
|
(7)
|
-
|
-
|
(7)
|
Agricultural
Production Subtotal
|
(252)
|
(2)
|
-
|
(254)
|
Land Transformation
and Sales
|
(1)
|
-
|
-
|
(1)
|
Agro-industrial
|
(43)
|
-
|
-
|
(43)
|
Other Segments and
Corporate
|
(118)
|
-
|
52
|
(66)
|
Subtotal
Others and Corporate
|
(161)
|
-
|
52
|
(109)
|
Total
Agricultural Business
|
(414)
|
(2)
|
52
|
(364)
|
|
Fiscal
Year ended June 30, 2016 (Recast)
|
General
and Administrative Expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(120)
|
(4)
|
-
|
(124)
|
Cattle
|
(20)
|
-
|
-
|
(20)
|
Dairy
|
(4)
|
-
|
-
|
(4)
|
Sugarcane
|
(34)
|
-
|
-
|
(34)
|
Agricultural Rental
and Services
|
(3)
|
-
|
-
|
(3)
|
Agricultural
Production Subtotal
|
(181)
|
(4)
|
-
|
(185)
|
Land Transformation
and Sales
|
(1)
|
-
|
-
|
(1)
|
Agro-industrial
|
(38)
|
-
|
-
|
(38)
|
Other Segments and
Corporate
|
(91)
|
-
|
45
|
(46)
|
Subtotal
Others and Corporate
|
(129)
|
-
|
45
|
(84)
|
Total
Agricultural Business
|
(311)
|
(4)
|
45
|
(270)
|
General
and Administrative Expenses from the Agricultural business rose by
33.1%, from Ps.311 million in fiscal year 2016 to Ps.414 million in
fiscal year 2017. This was due to the following increases: Ps.31
million in the Crops activity, Ps.19 million in the Cattle
activity, Ps.18 million in the Sugarcane activity, Ps.4 million in
the Agricultural Rental and Services activity, Ps.5 million in the
Agro-industrial activity and Ps.27 million in the Other Segments
and Corporate activity, offset by a Ps.1 million increase in the
Dairy activity.
The
causes for the variation were:
●
The variation in
Cresud’s administrative expenses is mostly due to increases
in expenses associated to accountants’, IT and statutory
auditors’ fees.
●
An increase in
general and administrative expenses of our subsidiary Brasilagro,
mainly as a result of the integration of Paraguay’s
operations and our subsidiary FYO, due to increased expenses
associated to its business, particularly, contracted services and
salaries.
●
An increase in
expenses due to inflation.
In
turn, General and Administrative Expenses in our interests in joint
ventures declined by Ps.2 million, from Ps.4 million in fiscal year
2016 to Ps.2 million in fiscal year 2017.
On the
other hand, General and Administrative Expenses from Inter-segment
eliminations increased by Ps.7 million, from Ps.45 million in
fiscal year 2016 to Ps.52 million in fiscal year 2017.
Hence,
according to business segment reporting and considering all our
joint ventures, General and Administrative Expenses increased by
34.81%, from Ps.270 million in fiscal year 2016 to Ps.364 million
in fiscal year 2017.
Urban Properties and Investments Business
|
Fiscal
year ended June 30, 2017
|
General
and Administrative Expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(256)
|
(2)
|
(3)
|
-
|
(261)
|
Offices and
Others
|
(32)
|
(1)
|
-
|
-
|
(33)
|
Sales and
Developments
|
(30)
|
(2)
|
-
|
-
|
(32)
|
Hotels
|
(133)
|
-
|
(2)
|
-
|
(135)
|
International
|
(78)
|
-
|
-
|
-
|
(78)
|
Financial
Operations, Corporate and Others
|
(179)
|
-
|
(55)
|
-
|
(234)
|
Total
Operations Center in Argentina
|
(708)
|
(5)
|
(60)
|
-
|
(773)
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
Estate
|
(290)
|
-
|
-
|
-
|
(290)
|
Supermarkets
|
(627)
|
-
|
-
|
-
|
(627)
|
Telecommunications
|
(1,592)
|
-
|
-
|
-
|
(1,592)
|
Other
|
(626)
|
-
|
-
|
-
|
(626)
|
Total
Operations Center in Israel
|
(3,135)
|
-
|
-
|
-
|
(3,135)
|
Total
Urban Properties and Investments Business
|
(3,843)
|
(5)
|
(60)
|
-
|
(3,908)
|
|
|
|
|
|
|
|
Fiscal
year ended June 30, 2016 (Recast)
|
General
and Administrative Expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(178)
|
-
|
(1)
|
-
|
(179)
|
Offices and
Others
|
(24)
|
-
|
-
|
-
|
(24)
|
Sales and
Developments
|
(18)
|
(1)
|
(4)
|
-
|
(23)
|
Hotels
|
(101)
|
-
|
(2)
|
-
|
(103)
|
International
|
(91)
|
-
|
-
|
-
|
(91)
|
Financial
Operations, Corporate and Others
|
(134)
|
-
|
(46)
|
-
|
(180)
|
Total
Operations Center in Argentina
|
(546)
|
(1)
|
(53)
|
-
|
(600)
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
Estate
|
(100)
|
-
|
-
|
-
|
(100)
|
Supermarkets
|
(203)
|
-
|
-
|
-
|
(203)
|
Telecommunications
|
(708)
|
-
|
-
|
-
|
(708)
|
Other
|
(282)
|
-
|
-
|
-
|
(282)
|
Total
Operations Center in Israel
|
(1,293)
|
-
|
-
|
-
|
(1,293)
|
Total
Urban Properties and Investments Business
|
(1,839)
|
(1)
|
(53)
|
-
|
(1,893)
|
|
|
|
|
|
|
General
and Administrative Expenses in the Urban Properties and Investments
Business at the Operations Center in Argentina rose by 29.67%, from
Ps.546 million in fiscal year 2016 to Ps.708 million in fiscal year
2017. This was mainly due to a Ps.78 million increase in the
Shopping Malls segment, a Ps.8 million increase in the Offices and
Others segment, a Ps.12 million increase in the Sales and
Developments segment, a Ps.32 million increase in the Hotels
segment, a Ps.45 million increase in the Financial Operations,
Corporate and Others segment, offset by a Ps.13 million increase in
the International segment.
In
turn, Administrative Expenses in our interests in joint ventures
increased by Ps.4 million, from Ps.1 million in fiscal year 2016 to
Ps.5 million in fiscal year 2017.
Inter-segment
eliminations increased by Ps.7 million, from Ps.53 million in
fiscal year 2016 to Ps.60 million in fiscal year 2017.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, Administrative
Expenses increased by 28.83%, from Ps.600 million in fiscal year
2016 to Ps.773 million in fiscal year 2017. Administrative
Expenses, as a percentage of sales, in accordance with the business
segment details reported, and considering our joint ventures and
inter-segment eliminations, rose from 18.3% in fiscal year 2016 to
17.9% in fiscal year 2017.
Operation Center in Argentina
Shopping Malls
Administrative
Expenses in the Shopping Malls segment rose by 43.82%, from Ps.178
million in fiscal year 2016 to Ps.256 million in fiscal year 2017,
mainly as a consequence of:
●
an increase of
Ps.22 million in salaries and wages, social security contributions
and other payroll expenses;
●
an increase of
Ps.13 million in Directors’ fees; and
●
an increase of Ps.7
million in fees and compensation for services, to name but a few
items.
Administrative
Expenses in the Shopping Malls segment as a percentage of revenues
from the same segment increased from 7% in fiscal year 2016 to 9%
in fiscal year 2017.
Offices and Others
General
and Administrative Expenses in our Offices and Others segment
decreased by 33.3%, from Ps.24 million in fiscal year 2016 to Ps.32
million in fiscal year 2017, mainly as a consequence of: (i) an
increase of Ps.4 million in salaries and wages, social security
contributions and other payroll expenses; and (ii) a Ps.6 million
increase in fees and compensation for services, to name but a few
items.
When
measured as a percentage of revenues from the same segment, General
and Administrative Expenses decreased from 15% in fiscal year 2016
to 7% in fiscal year 2017.
Sales and Developments
General
and Administrative Expenses associated to our Sales and
Developments segment rose by 66.7%, from Ps.18 million in fiscal
year 2016 to Ps.30 million in fiscal year 2017, mainly as a
consequence of: (i) a Ps.6 million increase in fees and
compensation for services; (ii) a Ps.2 million increase in salaries
and wages, social security contributions and other payroll
expenses; and (Iii) a Ps.2 million increase in directors’
fees, to name but a few items.
Hotels
General
and Administrative Expenses associated to our Hotels segment rose
by 31.7%, from Ps.101 million in fiscal year 2016 to Ps.133 million
in fiscal year 2017, mainly as a consequence of:
●
an increase of
Ps.16 million in salaries and wages, social security contributions
and other payroll expenses;
●
an increase of Ps.4
million in taxes, rates and contributions; and
●
an increase of Ps.4
million in fees and compensation for services, to name but a few
items.
General
and Administrative Expenses associated to the Hotels segment,
measured as a percentage of the revenues derived from this segment,
shrank from 19.3% in fiscal year 2016 to 18.6% in fiscal year
2017.
International
General
and Administrative Expenses associated to our International segment
fell by Ps.13 million, from Ps.91 million in fiscal year 2016 to
Ps.78 million in fiscal year 2017, mainly as a result of fees for
services incurred in connection with the investment in
IDBD.
Financial Operations, Corporate and Others.
General
and Administrative Expenses associated to our Financial Operations,
Corporate and Others segment rose by 33.6%, from Ps.134 million in
fiscal year 2016 to Ps.179 million in fiscal year 2017, mainly as a
consequence of (i) a Ps.23 million increase in salaries and wages,
social security contributions and other payroll expenses; and (ii)
a Ps.22 million increase in maintenance, repair and service
expenses.
Operation Center in Israel
Real Estate
General
and administrative expenses from the Real estate segment increased
from Ps.100 million during fiscal year 2016 to Ps.290 million
during fiscal year 2017. Such variation was due to (i) the
comparability of the figures, (ii) a 24% revaluation of the NIS
against the Argentine peso, and (iii) a higher occupancy of the
investment property and an increase in the headcount.
Supermarkets
General
and administrative expenses from the Supermarket segment from
Ps.203 million during fiscal year 2016 to Ps.627 million during
fiscal year 2017. Such variation was due to (i) the comparability
of the figures, (ii) a 24% revaluation of the NIS against the
Argentine peso, and (iii) an increase in the minimum wage salary as
well as an increase in the headcount.
Telecommunications
General
and administrative expenses from the Telecommunications segment
increased from Ps.708 million during fiscal year 2016 to Ps.1,592
million during fiscal year 2017. Such variation was due to (i) the
comparability of the figures, (ii) a 24% revaluation of the NIS
against the Argentine peso, and (iii) the increased efficiency
measures which were implemented by Cellcom, and the decrease in
depreciation and amortization expenses.
Others
General
and administrative expenses from the Others segment increased from
Ps.282 million during fiscal year 2016 to Ps.626 million during
fiscal year 2017. Such variation was due to (i) the comparability
of the figures, (ii) a 24% revaluation of the NIS against the
Argentine peso, and (iii) a decreased in the payroll.
Selling expenses
The
Company’s total selling expenses grew by 130.9%, from
Ps.6,044 million in fiscal year 2016 to Ps.13,957 million in fiscal
year 2017. This was primarily attributable to an increase of Ps.171
million in the Agricultural Business and to an increase of Ps.7,742
million in the Urban Properties and Investments Business, which
accounts for the Ps.91 million increase in the Operations Center in
Argentina and the Ps.7,651 million increase in the Operations
Center in Israel.
Agricultural Business
|
Fiscal
year ended June 30, 2017
|
Selling
expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(325)
|
(2)
|
(2)
|
(329)
|
Cattle
|
(24)
|
-
|
-
|
(24)
|
Dairy
|
(7)
|
-
|
-
|
(7)
|
Sugarcane
|
(9)
|
-
|
-
|
(9)
|
Agricultural Rental
and Services
|
(1)
|
-
|
-
|
(1)
|
Agricultural
Production Subtotal
|
(366)
|
(2)
|
(2)
|
(370)
|
Agro-industrial
|
(88)
|
-
|
-
|
(88)
|
Other Segments and
Corporate
|
(51)
|
-
|
-
|
(51)
|
Subtotal
Others and Corporate
|
(139)
|
-
|
-
|
(139)
|
Total
Agricultural Business
|
(505)
|
(2)
|
(2)
|
(509)
|
|
Fiscal
Year ended June 30, 2016 (Recast)
|
Selling
expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(209)
|
(5)
|
(2)
|
(216)
|
Cattle
|
(19)
|
-
|
-
|
(19)
|
Dairy
|
(4)
|
-
|
-
|
(4)
|
Sugarcane
|
(8)
|
-
|
-
|
(8)
|
Agricultural Rental
and Services
|
(1)
|
-
|
-
|
(1)
|
Agricultural
Production Subtotal
|
(241)
|
(5)
|
(2)
|
(248)
|
Agro-industrial
|
(67)
|
-
|
-
|
(67)
|
Other Segments and
Corporate
|
(23)
|
-
|
-
|
(23)
|
Subtotal
Others and Corporate
|
(90)
|
-
|
-
|
(90)
|
Total
Agricultural Business
|
(331)
|
(5)
|
(2)
|
(338)
|
Selling
expenses associated to the Agricultural business rose by 52.6%,
from Ps.331 million in fiscal year 2016 to Ps.505 million in fiscal
year 2017. This was mainly due to a Ps.116 million increase in the
Crops activity, a Ps.28 million increase in Other Segments and
Corporate activity, a Ps.21 million increase in the Agro-industrial
activity, a Ps.5 million increase in the Cattle activity, a Ps.3
million increase in the Dairy activity, and a Ps.1 million increase
in the Sugarcane activity.
In
turn, selling expenses from our interests in joint ventures
declined by 60%, from Ps.5 million in fiscal year 2016 to Ps.2
million in fiscal year 2017, in connection with our Cresca joint
venture.
Inter-segment
eliminations remained steady at Ps.2 million in both fiscal
years.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, selling expenses
increased by 50.6%, from Ps.338 million in fiscal year 2016 to
Ps.509 million in fiscal year 2017.
Urban Properties and Investments Business
|
Fiscal
year ended June 30, 2017
|
Selling
expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
Shopping
Malls
|
(184)
|
(2)
|
(2)
|
(188)
|
Offices and
Others
|
(33)
|
(1)
|
-
|
(34)
|
Sales and
Developments
|
(14)
|
(2)
|
-
|
(16)
|
Hotels
|
(95)
|
-
|
-
|
(95)
|
Financial
Operations, Corporate and Others
|
(22)
|
-
|
-
|
(22)
|
Total
Operations Center in Argentina
|
(348)
|
(5)
|
(2)
|
(355)
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
Real
Estate
|
(91)
|
-
|
-
|
(91)
|
Supermarkets
|
(9,517)
|
-
|
-
|
(9,517)
|
Telecommunications
|
(3,406)
|
-
|
-
|
(3,406)
|
Other
|
(79)
|
-
|
-
|
(79)
|
Total
Operations Center in Israel
|
(13,093)
|
-
|
-
|
(13,093)
|
Total
Urban Properties and Investments Business
|
(13,441)
|
(5)
|
(2)
|
(13,448)
|
|
|
|
|
|
|
Fiscal
year ended June 30, 2016 (Recast)
|
Selling
expenses
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
Shopping
Malls
|
(143)
|
(2)
|
-
|
(145)
|
Offices and
Others
|
(8)
|
-
|
-
|
(8)
|
Sales and
Developments
|
(23)
|
-
|
-
|
(23)
|
Hotels
|
(69)
|
-
|
-
|
(69)
|
Financial
Operations, Corporate and Others
|
(19)
|
-
|
-
|
(19)
|
Total
Operations Center in Argentina
|
(262)
|
(2)
|
-
|
(264)
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
Real
Estate
|
(29)
|
-
|
-
|
(29)
|
Supermarkets
|
(3,907)
|
-
|
-
|
(3,907)
|
Telecommunications
|
(1,493)
|
-
|
-
|
(1,493)
|
Other
|
(13)
|
-
|
-
|
(13)
|
Total
Operations Center in Israel
|
(5,442)
|
-
|
-
|
(5,442)
|
Total
Urban Properties and Investments Business
|
(5,704)
|
(2)
|
-
|
(5,706)
|
Selling
expenses associated to the Urban Properties and Investments
Business at the Operations Center in Argentina rose by 32.8%, from
Ps.262 million in fiscal year 2016 to Ps.348 million in fiscal year
2017. This was mainly due to a Ps.41 million increase in
theShopping Malls segment, a Ps.25 million increase in the Offices
segment, a Ps.26 million increase in the Hotels segment, and a Ps.3
million increase in the Financial Operations and Others segment,
partially offset by a Ps.9 million decline in the Sales and
Development segment.
In
turn, selling expenses in our interests in joint ventures increased
by 150%, from Ps.2 million in fiscal year 2016 to Ps.5 million in
fiscal year 2017.
Hence,
according to business segment reporting, selling expenses
experienced a 34.5% growth, from Ps.264 million in fiscal year 2016
to Ps.355 million in fiscal year 2017. Selling expenses measured as
a percentage of revenues, in accordance with segment reporting,
rose slightly from 8% for the fiscal year 2016 to 8.2% during
fiscal year 2017.
Operation Center in Argentina
Shopping Malls
Selling
expenses in the Shopping Malls segment increased 29.7%, from Ps.145
million in fiscal year 2016 to Ps.188 million in fiscal year 2017.
Such increase was mainly attributable to a higher allowance for bad
debts, among other factors.
Selling
expenses in the Shopping Malls segment as a percentage of revenues
from the same segment increased from 5.9 % in fiscal year 2016 to
6.2% in fiscal year 2017.
Offices and Others
Selling
expenses in our Offices and Others segment decreased by 325%, from
Ps.8 million in fiscal year 2016 to Ps.34 million in fiscal year
2017.
Selling
expenses in the Offices and Others segment, measured as a
percentage of the revenues derived from this segment, increased
from 2.4% in fiscal year 2016 to 7.7% in fiscal year ended June 30,
2017.
Sales and Developments
Selling expenses in the Sales and
Developments segment declined 30.4%, from Ps.23 million in fiscal
year 2016 to Ps.16 million in fiscal year 2017, mainly as a
consequence of increased taxes, rates and
contributions.
Hotels
Selling expenses associated to our Hotels segment rose by 37.7%,
from Ps.69 million in fiscal year 2016 to Ps.95 million in fiscal
year 2017, mainly as a result of an increase in taxes, rates and
contributions, an increase in fees and compensation for services,
and an increase in salaries and wages and social security
contributions, among other items.
Selling
expenses in our Hotels segment, measured as a percentage of the
revenues derived from this segment, increased slightly from 12.9%
in fiscal year 2016 to 13.1% in fiscal year 2017.
Financial Operations, Corporate and Others
Selling
expenses in the Financial Operations, Corporate and Others segment
rose 15.8%, from Ps.19 million in fiscal year 2016 to Ps.22 million
in fiscal year 2017.
Operation Center in Israel
Real Estate
Selling
expenses from the Real estate segment increased from Ps.29 million
during fiscal year 2016 to Ps.91 million during fiscal year 2017.
Such variation was due to (i) the comparability of the figures,
(ii) a 24% revaluation of the NIS against the Argentine peso, and
(iii) an increase in marketing due to the higher efforts to
increase the occupancy of the investment properties and the
promotion of new projects.
Supermarkets
Selling
expenses from the Supermarket segment increased from Ps.3,907
million during fiscal year 2016 to Ps.9,517 million during fiscal
year 2017. Such variation was due to (i) the comparability of the
figures and (ii) a 24% revaluation of the NIS against the Argentine
peso.
Telecommunications
Selling
expenses from the Telecommunications segment increased from
Ps.1,493 million during fiscal year 2016 to Ps.3,406 million during
fiscal year 2017. Such variation was due to (i) the comparability
of the figures, (ii) a 24% revaluation of the NIS against the
Argentine peso, and (iii) the increased efficiency measures which
were implemented by Cellcom, which led to a decrease in advertising
expenses and other expenses.
Others
Selling
expenses from the Others segment increased from Ps.13 million
during fiscal year 2016 to Ps.79 million during fiscal year 2017.
Such variation was due to (i) the comparability of the figures,
(ii) a 24% revaluation of the NIS against the Argentine peso, and
(iii) due to commission and other commercial costs related to the
sale of some assets.
Other Operating results, net
The
Company’s Other Operating results, net increased Ps.41
million, from a loss of Ps.114 million in fiscal year 2016 to a
loss of Ps.155 million in fiscal year 2017. This was mainly due to
a Ps.219 million increase in the Urban Properties and Investments
Business (Ps.55 million attributable to the Operations Center in
Argentina and Ps.164 million attributable to the Operations Center
in Israel), partially offset by a Ps.178 million decline in the
Agricultural business.
Agricultural Business
|
Fiscal
year ended June 30, 2017
|
Other
Operating results, net
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
111
|
-
|
(3)
|
108
|
Cattle
|
(2)
|
-
|
-
|
(2)
|
Sugarcane
|
(6)
|
-
|
-
|
(6)
|
Agricultural Rental
and Services
|
(1)
|
-
|
-
|
(1)
|
Agricultural
Production Subtotal
|
102
|
-
|
(3)
|
99
|
Agro-industrial
|
(1)
|
-
|
-
|
(1)
|
Other Segments and
Corporate
|
10
|
-
|
-
|
10
|
Subtotal
Others and Corporate
|
9
|
-
|
-
|
9
|
Total
Agricultural Business
|
111
|
-
|
(3)
|
108
|
|
Fiscal
Year ended June 30, 2016 (Recast)
|
Other
Operating results, net
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Crops
|
(72)
|
(1)
|
(1)
|
(74)
|
Cattle
|
(2)
|
-
|
-
|
(2)
|
Sugarcane
|
4
|
-
|
-
|
4
|
Agricultural
Production Subtotal
|
(70)
|
(1)
|
(1)
|
(72)
|
Agro-industrial
|
1
|
-
|
-
|
1
|
Other Segments and
Corporate
|
1
|
-
|
-
|
1
|
Subtotal
Others and Corporate
|
2
|
-
|
-
|
2
|
Total
Agricultural Business
|
(68)
|
(1)
|
(1)
|
(70)
|
Other
Operating results, net, associated to sales in the Agricultural
business increased from a Ps.68 million loss in fiscal year 2016 to
a Ps.111 million profit in fiscal year 2017. This was mainly due to
a Ps.183 million increase in the profit from the Crops activity,
and a Ps.9 million increase in Other Segments and Corporate
activity, partially offset by a loss of Ps.10 million in the
Sugarcane activity, and Ps.1 million in the Agricultural Rental and
Services activity.
In
turn, Other Operating results, net from our interests in joint
ventures experienced a decrease in loss equivalent to 100% by Ps.1
million from fiscal year 2016 to fiscal year 2017, in connection
with our Cresca joint venture.
Besides,
there has been a 200% variation in the inter-segment eliminations
for Other Operating results, net from a loss of Ps.1 million in
fiscal year 2016 to Ps.3 million in fiscal year 2017.
Hence,
according to business segment reporting and considering all our
joint ventures, Other Operating results, net went from a loss of
Ps.70 million in fiscal year 2016 to a profit of Ps.108 million in
fiscal year 2017.
Crops
Other
Operating results, net, in the Crops activity experienced an
increase of 246% from a loss of Ps.74 million in fiscal year 2016
to a profit of Ps.108 million in fiscal year 2017, primarily as a
result of derivatives of Brasilagro and Cresud
commodities.
Sugarcane
Other
Operating results, net, in the Sugarcane activity declined by Ps.10
million, from a profit of Ps.4 million in fiscal year 2016 to a
loss of Ps.6 million in fiscal year 2017.
Other Segments and Corporate
Other
Operating results, net, in the Other Segments and Corporate
activity increased by Ps.9 million, from a profit of Ps.1 million
in fiscal year 2016 to a profit of Ps.10 million in fiscal year
2017.
The
other segments in the Agricultural business did not experience
material changes.
Urban Properties and Investments Business
|
Fiscal
year ended June 30, 2017
|
Other
Operating results, net
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
Shopping
Malls
|
(59)
|
-
|
-
|
(59)
|
Offices and
Others
|
3
|
1
|
-
|
4
|
Sales and
Developments
|
(40)
|
5
|
-
|
(35)
|
Hotels
|
(2)
|
-
|
-
|
(2)
|
International
|
27
|
-
|
-
|
27
|
Financial
Operations, Corporate and Others
|
(2)
|
-
|
-
|
(2)
|
Total
Operations Center in Argentina
|
(73)
|
6
|
-
|
(67)
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
Real
Estate
|
46
|
-
|
-
|
46
|
Supermarkets
|
(52)
|
-
|
-
|
(52)
|
Telecommunications
|
(36)
|
-
|
-
|
(36)
|
Other
|
(154)
|
-
|
-
|
(154)
|
Total
Operations Center in Israel
|
(196)
|
-
|
-
|
(196)
|
Total
Urban Properties and Investments Business
|
(269)
|
6
|
-
|
(263)
|
|
Fiscal
year ended June 30, 2016 (Recast)
|
Other
Operating results, net
|
|
Interests in joint ventures
|
Inter-segment eliminations
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
Shopping
Malls
|
(61)
|
(2)
|
-
|
(63)
|
Offices and
Others
|
(7)
|
-
|
1
|
(6)
|
Sales and
Developments
|
(43)
|
5
|
4
|
(34)
|
Hotels
|
(2)
|
-
|
-
|
(2)
|
International
|
92
|
-
|
-
|
92
|
Financial
Operations, Corporate and Others
|
1
|
-
|
-
|
1
|
Total
Operations Center in Argentina
|
(20)
|
3
|
5
|
(12)
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
Real
Estate
|
(19)
|
-
|
-
|
(19)
|
Supermarkets
|
(13)
|
-
|
-
|
(13)
|
Total
Operations Center in Israel
|
(32)
|
-
|
-
|
(32)
|
Total
Urban Properties and Investments Business
|
(52)
|
3
|
5
|
(44)
|
Other
Operating results, net in the Urban Properties and Investments
Business segment, Operations Center in Argentina, declined by Ps.53
million, from a loss of Ps.20 million in fiscal year 2016 to a loss
of Ps.73 million in fiscal year 2017, mainly attributable to a
year-on-year decline in income from the International by Ps.65
million.
The
effect of consolidation in our joint ventures rose by Ps.3 million,
from a profit of Ps.3 million in fiscal year 2016 to a profit of
Ps.6 million.
Inter-segment
eliminations declined by Ps.5 million year on year.
According to
business segment reporting and considering all our joint ventures
and the inter-segment eliminations, the Other Operating results,
net went from a loss of Ps.12 million in fiscal year 2016 to a loss
of Ps.67 million in fiscal year 2017.
Operation Center in Argentina
Shopping Malls
The net
loss stemming from Other Operating results in the Shopping Malls
segment shrank by 6.3%, from Ps.63 million in fiscal year 2016 to
Ps.59 million in fiscal year 2017, primarily as a consequence of a
smaller charge for lawsuits and contingencies of Ps.4
million.
The net
loss stemming from Other Operating results, measured as a
percentage of revenues from the Shopping Malls segment, declined
from 2.6% in fiscal year 2016 to 1.9% in fiscal year
2017.
Offices and Others
The net
income stemming from Other Operating results associated to our
Offices and Others segment increased by Ps.10 million, from a loss
of Ps.6 million in fiscal year 2016 to a gain of Ps.4 million in
fiscal year 2017, mainly attributable to BAICOM S.A.
Sales and Developments
Our
Sales and Developments segment fell by Ps.1 million, from a loss of
Ps.34 million in fiscal year 2016 to a loss of Ps.35 million in
fiscal year 2017, primarily as a consequence of the income recorded
on the sale and reversal of property, plant and
equipment.
Hotels
The net
loss stemming from Other Operating results associated to our Hotels
segment remained steady at Ps.2 million in fiscal years 2016 and
2017, primarily due to an increased charge for provisions for
lawsuits and contingencies.
International
Other
Operating results, net in this segment exhibited a Ps.65 million
decrease in net income, down from Ps.92 million in fiscal year 2016
to Ps.27 million in fiscal year 2017, primarily due to a reduction
in income caused by the partial reversal of accumulated
gains/(losses) from conversion. As of June 30, 2016, this reflects
primarily the reversal of the gains/(losses) for conversion before
the IDBD business combination.
Financial Operations, Corporate and Others
Other
Operating results, net associated to our Financial Operations,
Corporate and Others segment fell by Ps.3 million, from a profit of
Ps.1 million in fiscal year 2016 to a loss of Ps.2 million in
fiscal year 2017.
Operations Center in
Israel
Real Estate.
During
fiscal year 2017, Other operating results, net from the Real Estate
segment totaled Ps.46 million, in comparison with a loss of Ps.19
million in 2016 due to the impairment of some property, plant and
equipment.
Supermarkets.
During
fiscal year 2017, Other operating results, net from the
Supermarkets segment amounted to a loss of Ps.52 million. Such
variation was due to (i) the comparability of the figures, (ii) a
24% revaluation of the NIS against the Argentine peso, and (iii) an
increased in the impairment of the supermarket stores.
Telecommunications.
During
fiscal year 2017, Other operating results, net from the
Telecommunications segment amounted a loss of Ps.36. Such variation
was due to the comparability of the figures.
Others.
During
fiscal year 2017, Other operating results, net from the Others
segment amounted to a loss of Ps.154. Such variation was due to (i)
the comparability of the figures and (ii) a 24% revaluation of the
NIS against the Argentine peso.
Management fees
Management
fees amounted to Ps.200 million and Ps.534 million in fiscal year
2016 and 2017, respectively. This increase is attributable to the
amendment to the consulting agreement that the Company entered with
Consultores Asset Management S.A., which provides for the payment
of a fee equivalent to 10% of our profits as advisory fees in
connection with all kinds of matters related to businesses and
investments in the agricultural, real estate, financial, hotel and
other sectors.
Profit from operations
As a
consequence of the factors explained above, the Company’s
profit from operations fell by Ps.10,359 million (50.5%), from a
profit of Ps.20,513 million in fiscal year 2016 (Ps.19,415
attributable to the Operations Center in Argentina, Ps.765
attributable to the Operations Center in Israel at the Urban
Properties and Investments Business, and Ps.333 million
attributableto the Agricultural business) to a profit of Ps.10,154
million in fiscal year 2017 (Ps.6,575 attributable to the
Operations Center in Argentina, Ps.3,190 attributable to the
Operations Center in Israel at the Urban Properties and Investments
Business, and Ps.389 attributable to the Agricultural
business).
Agricultural Business
Profit
from operations in the Agricultural business rose by Ps.56 million
(16.8%), from a profit of Ps.333 million in fiscal year 2016 to a
profit of Ps.389 million in fiscal year 2017.
Crops
Profit
/ (loss) from operations in this activity fell by Ps.399 million
(200.5%), from a profit of Ps.199 million in fiscal year 2016 to a
loss of Ps.200 million in fiscal year 2017.
Cattle
Profit
from operations in this activity fell by Ps.58 million (47.9%),
from a profit of Ps.121 million in fiscal year 2016 to a profit of
Ps.63 million in fiscal year 2017.
Dairy
Loss
from operations in this activity fell by Ps.2 million (50.0%), from
a loss of Ps.4 million in fiscal year 2016 to a loss of Ps.6
million in fiscal year 2017.
Sugarcane
Profit
/ (loss) from operations in this activity fell by Ps.91 million
(193.6%), from a profit of Ps.47 million in fiscal year 2016 to a
loss of Ps.44 million in fiscal year 2017.
Agricultural Rental and Services
Profit
from operations in this activity rose by Ps.52 million (104%), from
a profit of Ps.50 million in fiscal year 2016 to a profit of Ps.102
million in fiscal year 2017.
Land Transformation and Sales
Profit
/ (loss) from operations in this segment rose by Ps.579 million,
from a profit of Ps.10 million in fiscal year 2016 to a loss of
Ps.589 million in fiscal year 2017.
Agro-industrial
Loss
from operations in this activity decreased by Ps.48 million, from a
loss of Ps.63 million in fiscal year 2016 to a loss of Ps.111
million in fiscal year 2017.
Others segments and Corporate
Loss
from operations in this activity decreased by Ps.23 million
(85.2%), from a loss of Ps.27 million in fiscal year 2016 to a loss
of Ps.4 million in fiscal year 2017.
Urban Properties and Investments Business
Profit
/ (loss) from operations in this segment fell by Ps.10,415 million
(51.6%), from a profit of Ps.19,415 million in fiscal year 2016 to
a profit of Ps.6,575 million in fiscal year 2017 at the Operations
Center in Argentina; partiality offset by an increase from a profit
of Ps.765 million in fiscal year 2016 to a profit of Ps.3,190
million in fiscal year 2017 at the Operations Center in
Israel.
Operation Center in Argentina
Shopping Malls
Profit
from operations in our Shopping Malls segment declined by 76.1%,
from a profit of Ps.17,451 million in fiscal year 2016 to a profit
of Ps.4,176 million in fiscal year 2017.
Profit
from operations in our Shopping Malls segment, measured as a
percentage of the revenues derived from this segment, went from
725.3% in fiscal year 2016 to 137.2% in fiscal year
2017.
Offices and Others
Profit
from operations in our Offices and Others segment rose by 25.6%,
from a profit of Ps.1,504 million in fiscal year 2016 to a profit
of Ps.1,889 million in fiscal year 2017.
Profit
from operations in our Offices and Others segment, as a percentage
of the revenues derived from this segment, fell from 442.4% during
fiscal year 2016 to 426.4% in fiscal year 2017.
Sales and Developments
Profit
from operations in our Sales and Developments segment decreased by
22.91%, from a profit of Ps.659 million in fiscal year 2016 to a
profit of Ps.810 million in fiscal year 2017.
Profit
from operations in our Sales and Developments segment, measured as
a percentage of the revenues derived from this segment, declined
from 21,966.7% in fiscal year 2016 to 818.2% in fiscal year
2017.
Hotels
Profit
/ (loss) from operations in our Hotels segment increased by 500.0%
from a loss of Ps.2 million in fiscal year 2016 to a profit of Ps.8
million in fiscal year 2017.
International
Profit
/ (loss) from operations in our International segment fell by Ps.51
million, to a loss of Ps.51 million in fiscal year
2017.
Financial Operations and Others
Profit
/ (loss) from operations in our Financial Operations, Corporate and
Others segment experienced a decrease in loss equivalent to 30.4%,
from Ps.197 million in fiscal year 2016 to a loss of Ps.257 million
in fiscal year 2017.
Operations Center in Israel
Real Estate.
Profit
from operations from the Real estate segment increased from Ps.640
million during fiscal year 2016 to Ps.2,582 million during fiscal
year 2017. Such variation was due to (i) the comparability of the
figures, (ii) a 24% revaluation of the NIS against the Argentine
peso, and (iii) to the occupancy of revenue generating projects in
Israel. Also the recording of revenues from the sale of apartments
and real estate is affected by the timing of the occupation of
apartments, which was higher in 2017 a reduction of costs and
an
profit
related to the changes in fair value of investment
properties.
Supermarkets.
Profit
from operations from the Supermarket segment rose from Ps.410
million during fiscal year 2016 to Ps.1,648 million during fiscal
year 2017. Such variation was due to (i) the comparability of the
figures, (ii) a 24% revaluation of the NIS against the Argentine
peso, and (iii the increase in franchisees, the increase in the
share of the private brand, the improvement in trade terms, the
components of the basket, the mix of sales, and the increased
efficiency due to the implementation of the business
plan.
Telecommunications.
Profit
from operations from the Telecommunications segment increased from
a loss of Ps.71 million during fiscal year 2016 to a loss of Ps.253
million during fiscal year 2017. Such variation was due to (i) the
comparability of the figures, (ii) a 24% revaluation of the NIS
against the Argentine peso, and (iii) the continued erosion in
income from services, which was partly offset by the decrease in
operating expenses, due to the increased efficiency measures which
were implemented by Cellcom.
Others.
Profit
from operations from the Others segment increased from a loss of
Ps.205 million during fiscal year 2016 to a loss of Ps.758 million
during fiscal year 2017. Such variation was due to (i) the
comparability of the figures, (ii) a 24% revaluation of the NIS
against the Argentine peso, and (iii) the lack of income derived by
the sale of some revenue generating assets of DIC.
Share of profit / (loss) of associates and joint
ventures
Share
of profit/(loss) of associates and joint venture reflected an
improvement of Ps.255 million, from a loss of Ps.273 million in
fiscal year 2016 to a profit of Ps.18 million in fiscal year 2017.
This was primarily attributable to:
●
a loss of Ps.222
million from the Operations Center in Argentina and a loss of Ps.18
million from the Operations Center in Israel. Without considering
the profit/(loss) from our Operations Center in Israel, our share
of profit/(loss) of associates and joint ventures fell by 96.0%,
mainly as a result of the losses from the International segment,
partially offset by lower profits from the Financial Operations,
Corporate and Others segment.
●
a decline of Ps.15
million in the share of profit/(loss) from companies related to the
Agricultural business, from a profit of Ps.23 million in fiscal
year 2016 to a profit of Ps.8 million in fiscal year 2017, mainly
as a result of the profit/(loss) from the investment in Agro-Uranga
(mostly attributable to the Crops activity).
Financial results, net
We
incurred a lower financial loss, net of Ps.899 million, from a loss
of Ps.6,124 million in fiscal year 2016 to a loss of Ps.5,225
million in fiscal year 2017. This was primarily attributable
to:
●
a lower loss of
Ps.1,730 million in foreign exchange, net in fiscal year
2017;
●
a higher profit of
Ps.4,098 million stemming from the fair value measurement of
financial assets in fiscal year 2017; offset by
●
a higher loss of
Ps.3,786 million in financial interest, net in fiscal year 2017;
and
●
a lower profit of
Ps.982 million from derivative financial instruments in fiscal year
2017.
Changes
in our financial losses, net in fiscal year 2017 were primarily
attributable to (i) a Ps.4,308 million increase in gains from fair
value measurement of financial assets of our subsidiary IDBD; (ii)
a decline of Ps.1,729 million in foreign exchange losses, primarily
as a result of the depreciation sustained by the foreign exchange
rate vis-a-vis the previous fiscal year; (iii) a Ps.390 million
decline in losses stemming from the valuation of financial
instruments associated to the acquisition of IDBD; (iv) a Ps.3,979
million increase in interest expense attributable to IDBD; and (v)
a Ps.1,439 million decline in gains from foreign currency
forward-based contracts.
There
was a 10.6% variation in the U.S. Dollar buying rate during fiscal
year 2017 (which increased from Ps.15.040 on June 30, 2016 to
Ps.16.630 on June 30, 2017) as compared to the previous fiscal
year, when the U.S. Dollar quotation had experienced a variation of
65.5% (from Ps.9.088 on June 30, 2015 to Ps.15.040 on June 30,
2016).
Income tax
Our
income tax expense fell by Ps.2,971 million, from a loss of
Ps.5,833 million in fiscal year 2016 to a loss of Ps.2,862 million
in fiscal year 2017. The Company recognizes the income tax expense
on the basis of the deferred tax liability method, thus recognizing
temporary differences between accounting and tax assets and
liabilities measurements.
For
purposes of determining the deferred assets and liabilities and
according to the legal provisions enacted as of the date of
issuance of these financial statements, a tax rate has been applied
to the identified temporary differences and tax losses, which is
that expected to be in force at the time of their reversion or
use.
Profit / (loss) for the Fiscal Year
Due to
the above mentioned factors, our profit / (loss) for the fiscal
year decreased by Ps.4,090 million (44.9%), from net income of
Ps.9,118 million in fiscal year 2016 to net income of Ps.5,028
million in fiscal year 2017. Profit / (loss) for fiscal years 2017
and 2016 is attributable to the controlling company’s
shareholders and non-controlling interest, as per the following
detail:
●
Profit / (loss) for
the fiscal year attributable to the controlling company’s
shareholders went from a profit of Ps.5,167 million in fiscal year
2016 to a profit of Ps.1,511 million in fiscal year 2017;
and
●
The non-controlling
interest in controlled companies went from a profit of Ps.3,951
million in fiscal year 2016 to a profit of Ps.3,517 million in
fiscal year 2017, primarily due to the consolidation of our
subsidiary IDBD.
Discontinued operations
The
results of Israir Open Sky and IDB Tourism operations, the share of
profit of Adama and the finance costs associated to the nonrecourse
loan, until its sale, and the results from sale of the investment
in Adama have been reclassified in the Statements of Income under
discontinued operations.
Fiscal year ended on June 30, 2016 compared to the fiscal year
ended on June 30, 2015
Operating results
REVENUES
Our
total revenues rose by 573.3%, from Ps.4,942 million in fiscal year
2015 to Ps.33,273 million in fiscal year 2016. This was mainly due
to the increase of 21.6% in the Agricultural Business, from
Ps.2,395 million in fiscal year 2015 to Ps.2,912 million in fiscal
year 2016 and to the increase of 1,092.0% in the Urban Properties
and Investments Business, attributable to Ps.27,077 million in
revenues from the Operations Center in Israel in fiscal year 2016,
and to the increase of 28.9% in the Operations Center in Argentina,
from Ps.2,547 million in fiscal year 2015 to Ps.3,284 million in
fiscal year 2016.
Agricultural
Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Revenues
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
1,101
|
51
|
-
|
1,152
|
Cattle
|
80
|
9
|
89
|
178
|
Dairy
|
65
|
-
|
-
|
65
|
Sugarcane
|
294
|
-
|
-
|
294
|
Agricultural Rental
and Services
|
39
|
-
|
37
|
76
|
Agricultural
Production Subtotal
|
1,579
|
60
|
126
|
1,765
|
Agro-industrial
|
966
|
-
|
-
|
966
|
Other Segments and
Corporate
|
168
|
-
|
13
|
181
|
Subtotal
Others and Corporate
|
1,134
|
-
|
13
|
1,147
|
Total
Agricultural Business
|
2,713
|
60
|
139
|
2,912
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Revenues
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
964
|
23
|
-
|
987
|
Cattle
|
56
|
3
|
84
|
143
|
Dairy
|
72
|
-
|
-
|
72
|
Sugarcane
|
198
|
-
|
-
|
198
|
Agricultural Rental
and Services
|
37
|
-
|
24
|
61
|
Agricultural
Production Subtotal
|
1,327
|
26
|
108
|
1,461
|
Agro-industrial
|
806
|
-
|
-
|
806
|
Other Segments and
Corporate
|
118
|
-
|
10
|
128
|
Subtotal
Others and Corporate
|
924
|
-
|
10
|
934
|
Total
Agricultural Business
|
2,251
|
26
|
118
|
2,395
|
Total
revenues rose by 20.5%, from Ps.2,251 million in fiscal year 2015
to Ps.2,713 million in fiscal year 2016. This was due to the
following increases:
●
Ps.137 million in
the Crops activity;
●
Ps.24 million in
the Cattle activity;
●
Ps.96 million in
the Sugarcane activity;
●
Ps.160 million in
the Agro-industrial activity;
●
Ps.50 million in
the Other Segments and Corporate activity; and
●
Ps.2 million in the
Agricultural Rental and Services activity; offset by a decrease of
Ps.7 million in the Dairy activity.
In
turn, revenues from our interests in joint ventures increased by
130.8% from Ps.26 million in fiscal year 2015 to Ps.60 million in
fiscal year 2016, mainly as a consequence of a 121.7% increase in
Crops sold to Cresca, from Ps.23 million in fiscal year 2015 to
Ps.51 million in fiscal year 2016.
Similarly,
inter-segment revenues rose by 17.8%, from Ps.118 million in fiscal
year 2015 to Ps.139 million in fiscal year 2016, mainly as a result
of livestock sales during the year to our subsidiary Sociedad
Anónima Carnes Pampeanas which was reclassified from the
Cattle activity to the Agro-industrial activity and to the leases
of croplands between our subsidiary Brasilagro and its
subsidiaries, which were reclassified from the Crops and Sugarcane
activity to the Agricultural Rental and Services
activity.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, revenues increased
by 21.6%, from Ps.2,395 million in fiscal year 2015 to Ps.2,912
million in fiscal year 2016.
Crops
Total
revenues from the Crops activity rose by 16.7%, from Ps.987 million
in fiscal year 2015 to Ps.1,152 million in fiscal year 2016, mainly
as a consequence of:
●
an increase of
20.9% in the average price of the crops sold, from Ps.1,842 per ton
in fiscal year 2015 to Ps.2,226 per ton in fiscal year
2016;
●
partially offset by
a decline of 18,175 tons in the volume of crops sold during fiscal
year 2016 compared to the previous fiscal year.
The
following table provides a breakdown of the sales of
Crops:
|
|
|
Fiscal
year ended June 30
|
|
2016 2015
|
|
Corn
|
255,162
|
269,701
|
(14,539)
|
Soybean
|
198,296
|
250,125
|
(51,829)
|
Wheat
|
46,607
|
7,083
|
39,524
|
Sorghum
|
1,007
|
1,569
|
(562)
|
Sunflower
|
10,421
|
5,181
|
5,240
|
Other
|
5,863
|
1,872
|
3,991
|
Total
Sales
|
517,356
|
535,531
|
(18,175)
|
Cattle
Total
revenues from the Cattle activity increased by 24.5%, from Ps.143
million in fiscal year 2015 to Ps.178 million in fiscal year 2016,
mainly as consequence of:
●
an increase of
31.8% in the average price per kilogram of cattle sold, from
Ps.16.0 in fiscal year 2015 to Ps.21.2 in fiscal year
2016;
●
offset by a decline
of 6.3% in the volume of cattle sold, from 8,871 tons in fiscal
year 2015 to 8,315 tons in fiscal year 2016.
Dairy
Total
revenues from the Dairy activity dropped by 9.7%, from Ps.72
million in fiscal year 2015 to Ps.65 million in fiscal year 2016,
mainly as consequence of:
●
a reduction of 8.2%
in the average price of milk, from Ps.3.55 per liter in fiscal year
2015 to Ps.3.26 per liter in fiscal year 2016;
●
a reduction of
17.7% in the volume of milking cows, from 903 tons in fiscal year
2015 to 743 tons in fiscal year 2016; and
●
a decrease of 8.2%
in the volume of sales of milk, from 17 million liters in fiscal
year 2015 to approximately 16 million liters in fiscal year
2016;
●
offset by an
increase of 48.0% in the average price per kilogram sold of milking
cows, from Ps.13.1 in fiscal year 2015 to Ps.19.3 million in fiscal
year 2016.
Sugarcane
Total
revenues from the Sugarcane activity increased 48.5%, from Ps.198
million in fiscal year 2015 to Ps.294 million in fiscal year 2016,
mainly as consequence of:
●
an increase of
295,226 tons (31.9%) in sales of sugarcane in fiscal year 2016
compared to the previous fiscal year, primarily attributable to
Brasilagro; and
●
an increase of
12.7% in the average price of sugarcane sold from Ps.214.0 per ton
in fiscal year 2015 to Ps.241.2 per ton in fiscal year
2016.
Agricultural Rental and Services
Total
revenues from the Agricultural Rental and Services activity
increased by 24.6%, from Ps.61 million in fiscal year 2015 to Ps.76
million in fiscal year 2016, mainly as consequence of:
●
an increase of
32.8% in leases originating primarily in Brazil, due to an increase
in the price of soybean, since the price of such contracts is tied
to soybean price, and, in Argentina, as a result of a new agreement
for 1,106 hectares of La Esmeralda (Don Avelino), and an
improvement in the agreement between Agro-Riego and Monsanto,
resulting from a material increase in the exchange rate vis-a-vis
the previous year, offset by a decline caused by the non-renewal of
the agreements concerning San Pedro, La Suiza and Anta (CAGSA) for
this season;
●
an increase of
36.5% in revenues from the production of seeds mainly due to an
increase in the prices of crops that took place in fiscal year
2016;
●
offset by a
decrease of 16.5% in revenues from irrigation services and
agricultural management (Ps.1 million) in fiscal year 2016 compared
to fiscal year 2015.
Agro-industrial
Total
revenues from the Agro-industrial activity increased by 19.9%, from
Ps.806 million in fiscal year 2015 to Ps.966 million in fiscal year
2016, mainly as consequence of:
●
an increase of
20.0% in exports and 32.1% in sales to the domestic market.
Domestic consumption prices exhibited an upward trend and were
42.3% higher than in fiscal year 2015. The price of exports rose by
0.7% in US$ in fiscal year 2016 compared to 2015;
●
a decrease of 24.4%
in sales of by-products;
●
a minor reduction
of 3.3% in the slaughtering volume, from 6,632 heads per month in
fiscal year 2015 to 6,415 during fiscal year 2016.
Other Segments and Corporate
Total
revenues from the Other Segments and Corporate activity increased
by 41.4%, from Ps.128 million in fiscal year 2015 to Ps.181 million
in fiscal year 2016, mainly as consequence of:
●
an increase of
Ps.13 million in sales on consignment; and
●
an increase of
Ps.26 million in commodity brokerage services.
Urban Properties and Investments Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Revenues
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Operations
Center in Argentina
Shopping
Malls
|
3,487
|
20
|
-
|
(1,101)
|
2,406
|
Offices and
Others
|
422
|
3
|
8
|
(93)
|
340
|
Sales and
Developments
|
(2)
|
5
|
-
|
-
|
3
|
Hotels
|
534
|
-
|
-
|
-
|
534
|
Financial
Operations, Corporate and Others
|
1
|
-
|
-
|
-
|
1
|
Total
Operations Center in Argentina
|
4,442
|
28
|
8
|
(1,194)
|
3,284
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
1,538
|
-
|
-
|
-
|
1,538
|
Supermarkets
|
18,610
|
-
|
-
|
-
|
18,610
|
Telecommunications
|
6,655
|
-
|
-
|
-
|
6,655
|
Others
|
274
|
-
|
-
|
-
|
274
|
Total
Operations Center in Israel
|
27,077
|
-
|
-
|
-
|
27,077
|
Total
Urban Properties and Investments Business
|
31,519
|
28
|
8
|
(1,194)
|
30,361
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Revenues
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
2,571
|
13
|
-
|
(806)
|
1,778
|
Offices and
Others
|
397
|
10
|
5
|
(79)
|
333
|
Sales and
Developments
|
9
|
5
|
-
|
-
|
14
|
Hotels
|
396
|
-
|
-
|
-
|
396
|
International
|
28
|
-
|
-
|
(2)
|
26
|
Financial
Operations, Corporate and Others
|
-
|
-
|
-
|
-
|
-
|
Total
Operations Center in Argentina
|
3,401
|
28
|
5
|
(887)
|
2,547
|
Total
Urban Properties and Investments Business
|
3,401
|
28
|
5
|
(887)
|
2,547
|
Total
revenues from the Urban Properties and Investments Business
increased by 30.6%, from Ps.3,401 million in fiscal year 2015 to
Ps.4,442 million in fiscal year 2016. This was mainly due to an
increase of Ps.916 million in the Shopping Malls segment, an
increase of Ps.25 million in the Offices and Others segment, an
increase of Ps.138 million in the Hotels segment, an increase of
Ps.1 million in the Financial Operations, Corporate and Others
segment, offset by a decline of Ps.28 million and Ps.11 million in
the International segment and in the Sales and Development segment,
respectively.
In
turn, revenues from our interests in joint ventures did not exhibit
significant variations when considering fiscal years 2016 and 2015.
Our joint venture Nuevo Puerto de Santa Fe S.A. posted an increase
in revenues, though offset by a decrease in revenues posted by our
joint venture Quality S.A.
Inter-segment
revenues rose by 60.0%, from Ps.5 million in fiscal year 2015 to
Ps.8 million during fiscal year 2016, both attributable to the
Offices and Others segment.
In
addition, revenues from expenses and collective promotion fund rose
by 34.6%, from Ps.887 million during fiscal year 2015 (out of
which, Ps.806 million are attributed to the Shopping Malls segment)
to Ps.1,194 million during fiscal year 2016 (out of which, Ps.1,101
million are attributed to the Shopping Malls segment).
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, and expenses and
collective promotion fund, revenues increased by 28.9%, from
Ps.2,547 million in fiscal year 2015 to Ps.3,284 million in fiscal
year 2016.
Operations Center in Argentina
Shopping Malls
Revenues
from the Shopping Malls segment increased 35.3%, from Ps.1,778
million in fiscal year 2015 to Ps.2,406 million in fiscal year
2016. Such variation was mostly attributable to:
●
an increase of
Ps.471 million in revenues from fixed and variable rentals as a
result of a 34.4% increase in our tenants’ sales, from
Ps.21,509 million in fiscal year 2015 to Ps.28,905 million in
fiscal year 2016;
●
an increase of
Ps.51 million in revenues from admission fees;
●
an increase of
Ps.41 million in parking revenues; and
●
an increase of
Ps.36 million in revenues from commissions, among other
items.
Offices and Others
Revenues
from the Offices and Others segment increased 2.1%, from Ps.333
million in fiscal year 2015 to Ps.340 million in fiscal year 2016.
Such revenues were impacted by the partial sale of investment
properties during fiscal year 2016, which resulted in a reduction
of the segment total leasable area.
Considering
comparable properties in both fiscal years, rental revenues from
properties which did not experience a decrease in their leasable
area increased by 34.0%, from Ps.200 million in fiscal year ended
June 30, 2015 to Ps.268 million during the fiscal year ended on
June 30, 2016, mostly as a result of the currency devaluation,
whereas rental revenues from properties which leasable area was
reduced, went down by 49.5%, from Ps.111 million in fiscal year
2015 to Ps.56 million in fiscal year 2016.
As of
June 30, 2016, average occupancy rate of premium offices stood at
97.7% and the average rent was around US$27 per sqm.
Sales and Developments
There
are often significant variations in the revenues earned in this
segment from one fiscal year to the other. Without considering our
joint ventures, revenues from the Sales and Developments segment
decreased by 122.2%, from Ps.9 million in fiscal year 2015 to a
loss of Ps.2 million in fiscal year 2016. Such reduction was mainly
attributable to reduced revenues from the sale of units at
Condominios I and II (Ps.7 million).
Hotels
Revenues
from our Hotels segment rose by 34.8%, from Ps.396 million in
fiscal year 2015 to Ps.534 million in fiscal year 2016, primarily
attributable to an increase of 34.4% in the average room rate of
our hotels (measured in Argentine Pesos).
International
Revenues
from the International segment decreased by 100% vis-à-vis the
Ps.26 million posted during fiscal year 2015, because the Company
sold the Madison 183 building during fiscal year 2015.
Financial Operations, Corporate and Others
Revenues
from our Financial Operations, Corporate and Others segment did not
exhibit significant variations for the periods
presented.
COSTS
The
Company’s total costs rose by 509.4%, from Ps.3,893 million
in fiscal year 2015 to Ps.23,725 million in fiscal year 2016. This
was mainly as result of an increase of 11.8% in the Agricultural
business, from Ps.3,411 million in fiscal year 2015 to Ps.3,814
million in fiscal year 2016 and to the 4,030.9% increase in the
Urban Properties and Investments Business, due to costs for
Ps.19,252 million from the Operations Center in Israel for the
fiscal year 2016; and an increase of 36.7% in the Operations Center
in Argentina, from Ps.482 million in fiscal year 2015 to Ps.659
million in fiscal year 2016.
Agricultural Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Costs
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(1,686)
|
(80)
|
(35)
|
(1,801)
|
Cattle
|
(254)
|
(13)
|
-
|
(267)
|
Dairy
|
(135)
|
-
|
-
|
(135)
|
Sugarcane
|
(501)
|
-
|
(16)
|
(517)
|
Agricultural Rental
and Services
|
(20)
|
-
|
-
|
(20)
|
Agricultural
Production Subtotal
|
(2,596)
|
(93)
|
(51)
|
(2,740)
|
Land Transformation
and Sales
|
(9)
|
-
|
-
|
(9)
|
Agro-industrial
|
(836)
|
-
|
(89)
|
(925)
|
Other Segments and
Corporate
|
(140)
|
-
|
-
|
(140)
|
Subtotal
Others and Corporate
|
(976)
|
-
|
(89)
|
(1,065)
|
Total
Agricultural Business
|
(3,581)
|
(93)
|
(140)
|
(3,814)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Costs
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(1,736)
|
(42)
|
(33)
|
(1,811)
|
Cattle
|
(220)
|
(5)
|
-
|
(225)
|
Dairy
|
(133)
|
-
|
-
|
(133)
|
Sugarcane
|
(374)
|
-
|
-
|
(374)
|
Agricultural Rental
and Services
|
(15)
|
-
|
-
|
(15)
|
Agricultural
Production Subtotal
|
(2,478)
|
(47)
|
(33)
|
(2,558)
|
Land Transformation
and Sales
|
(9)
|
-
|
-
|
(9)
|
Agro-industrial
|
(654)
|
-
|
(85)
|
(739)
|
Other Segments and
Corporate
|
(105)
|
-
|
-
|
(105)
|
Subtotal
Others and Corporate
|
(759)
|
-
|
(85)
|
(844)
|
Total
Agricultural Business
|
(3,246)
|
(47)
|
(118)
|
(3,411)
|
Total
costs rose by 10.3%, from Ps.3,246 million in fiscal year 2015 to
Ps.3,581 million in fiscal year 2016. This was primarily
attributable to the following increases:
●
Ps.34 million in
the Cattle activity,
●
Ps.2 million in the
Dairy activity,
●
Ps.127 million in
the Sugarcane activity,
●
Ps.5 million in the
Agricultural Rental and Services activity,
●
Ps.182 million in
the Agro-industrial activity,
●
Ps.35 million in
the Other Segment and Corporate activity; offset by a reduction of
Ps.50 million in the Crops activity.
In
turn, the cost of our joint ventures experienced a net increase of
Ps.46 million, from Ps.47 million in fiscal year 2015 to Ps.93
million in fiscal year 2016, mainly as a consequence of an increase
of Ps.38 million in the costs of Cresca’s crops, from Ps.42
million in fiscal year 2015 to Ps.80 million in fiscal year
2016.
Similarly,
inter-segment costs increased by Ps.22 million, from Ps.118 million
in fiscal year 2015 to Ps.140 million in fiscal year 2016,
primarily attributable to the cost of Cattle sales during the year
to our subsidiary Sociedad Anónima Carnes Pampeanas, which was
reclassified from the Cattle activity to the Agro-industrial
activity and to the leases of cropland between our subsidiary
Brasilagro and its subsidiaries, which are reclassified from the
Crops and Sugarcane activities to the Agricultural Rental and
Services activity.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, costs increased by
11.8%, from Ps.3,411 million in fiscal year 2015 to Ps.3,814
million in fiscal year 2016.
Crops
Total
costs from the Crops activity decreased by 0.6%, from Ps.1,811
million in fiscal year 2015 to Ps.1,801 million in fiscal year
2016. The costs from the Crops activity are broken down in the
following table:
|
|
|
|
|
Cost of
sales
|
940
|
866
|
Cost of
production
|
861
|
945
|
Total
Costs
|
1,801
|
1,811
|
Cost of
sales in the Crops activity increased by 8.5%, from Ps.866 million
in fiscal year 2015 to Ps.940 million in fiscal year 2016, mainly
as consequence of:
●
a decrease of 2.2%
in the volume of tons sold as compared to the previous fiscal
year;
●
slightly offset by
a rise of 11.1% in the average cost per ton of crops sold in fiscal
year 2016, from Ps.1,636 in fiscal year 2015 to Ps.1,817 in fiscal
year 2016, due to higher average market prices for
crops.
The
cost of sales as a percentage of sales was 87.7% in fiscal year
2015 and 81.6% in fiscal year 2016.
The
cost of production in the Crops activity fell by 8.9%, from Ps.945
million in fiscal year 2015 to Ps.861 million in fiscal year 2016,
mainly as consequence of:
●
a reduction of
11.0% in direct production costs during fiscal year 2016 compared
to the previous fiscal year, primarily attributable to the smaller
quantity of hectares sown vis-a-vis the previous season (19.9%),
offset by an increase in the average cost per ton
(46.6%).
Cattle
Total
costs in the Cattle activity increased by 18.7%, from Ps.225
million in fiscal year 2015 to Ps.267 million in fiscal year 2016.
The following table shows the costs in the Cattle
activity:
|
|
|
|
|
Cost of
sales
|
136
|
122
|
Cost of
production
|
131
|
103
|
Total
Costs
|
267
|
225
|
Cost of
sales increased 11.5%, from Ps.122 million in fiscal year 2015 to
Ps.136 million in fiscal year 2016, mainly as consequence
of:
●
an increase in the
cost per kilogram sold in fiscal year 2016 (19.5%);
and
●
a decline of 6.2%
in beef sales volumes in fiscal year 2016.
Cost of
production in the Cattle activity rose by 27.2%, from Ps.103
million in fiscal year 2015 to Ps.131 million in fiscal year 2016.
The higher cost of production from the Cattle activity in fiscal
year 2016 was mainly attributable to:
●
higher payroll
expenses;
●
higher feeding
costs (34.6% compared to fiscal year 2015) resulting from a higher
quantity of head in the feedlot, and an 8% increase in the average
cost of feedstuff;
●
an increase in
health and insemination costs (42.4% compared to fiscal year 2015),
due to better quality of sperm and incremental costs of
supplies.
Dairy
Total
costs in the Dairy activity increased by 1.5%, from Ps.133 million
in fiscal year 2015 to Ps.135 million in fiscal year 2016. The
following table shows the costs in the Dairy activity:
|
|
|
|
|
Cost of
sales
|
61
|
68
|
Cost of
production
|
74
|
65
|
Total
Costs
|
135
|
133
|
Total
costs in the Dairy activity fell by 10.3%, from Ps.68 million in
fiscal year 2015 to Ps.61 million in fiscal year 2016, mainly as
consequence of:
●
a decrease of 8.6%
in the cost of milk, from Ps.3.5 per liter in fiscal year 2015 to
Ps.3.2 per liter in fiscal year 2016;
●
a reduction of
17.7% in the sales volumes of milking cows;
●
a decrease of 8.2%
in milk sales volumes;
●
partially offset by
an increase of 42.2% in the cost of sale of milking cows, from
Ps.10.9 per kg in fiscal year 2015 to Ps.15.5 per kg in fiscal year
2016.
Cost of
production in the Dairy activity increased by 13.8%, from Ps.65
million in fiscal year 2015 to Ps.74 million in fiscal year 2016.
This increase was primarily attributable to the impact of increased
feeding, payroll and prairie costs. The increase in feeding
expenses was mostly attributable to a rise of 30% in prices and an
increase of 22% in the consumption volume of second quality milk on
the one hand, and to an increase of 5% in the average cost of food,
offset by a decline of 2% in consumption volume, on the other,
caused by fewer milking cows and a decrease in pellet consumption
(37%), which is significantly more expensive, and the incremental
consumption of internally produced soybean.
Sugarcane
Total
costs in the Sugarcane activity rose by 38.2%, from Ps.374 million
in fiscal year 2015 to Ps.517 million in fiscal year 2016. The
following table shows a breakdown of costs in the Sugarcane
activity:
|
|
|
|
|
Cost of
sales
|
263
|
188
|
Cost of
production
|
254
|
186
|
Total
Costs
|
517
|
374
|
Cost of
sales in the Sugarcane activity rose by 39.9%, from Ps.188 million
in fiscal year 2015 to Ps.263 million in fiscal year 2016, mainly
as consequence of:
●
an increase of
295,226 tons in sales of sugarcane in fiscal year 2016 compared to
the previous fiscal year, primarily attributable to our subsidiarie
Brasilagro; and
●
an increase in the
average cost per ton of sugarcane sold in fiscal year 2016, from
Ps.204 per ton in fiscal year 2015 to Ps.215 per ton in fiscal year
2016.
The
cost of sales as a percentage of sales were 95.3% in fiscal year
2015 and 89.3% in fiscal year 2016.
Cost of
production of the Sugarcane activity increased 36.6%, from Ps.186
million in fiscal year 2015 to Ps.254 million in fiscal year 2016,
mainly as a result of a higher production volume in fiscal year
2016 compared to the fiscal year 2015.
Total
production costs per ton increased by 0.5%, from Ps.221.3 per ton
in fiscal year 2015 to Ps.222.4 per ton in fiscal year
2016.
Agricultural Rental and Services
Total
costs in the Agricultural Rental and Services activity rose by
33.3%, from Ps.15 million in fiscal year 2015 to Ps.20 million in
fiscal year 2016, mainly as consequence of:
●
an increase of Ps.6
million in feedlot lease and services costs, in Brasilagro and
Cresud, respectively;
●
partially offset by
a fall of Ps.2 million (42.3%) in irrigation service costs,
compared to fiscal year 2015.
Land Transformation and Sales
Total
Costs in the Land Transformation and Sales segment remained stable
at Ps.9 million in fiscal years 2016 and 2015.
Agro-industrial
Total
costs in the Agro-industrial activity rose by 25.2%, from Ps.739
million in fiscal year 2015 to Ps.925 million in fiscal year 2016,
due to an inflationary context that hindered the increase in gross
marginal contribution. The reason for this increase is to be found
in the increase of costs to acquire cattle and to a lesser extent,
in the increase in labor.
Other Segments and Corporate
Total
costs in Other Segments and Corporate activity rose by 33.3%, from
Ps.105 million in fiscal year 2015 to Ps.140 million in fiscal year
2016, primarily as a result of increased costs in the brokerage
business related to commodity trading transactions through FyO, and
increased costs for consignment, by 71.4% and 97.2%,
respectively.
Urban
Properties and Investments Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Costs
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(1,360)
|
(3)
|
(6)
|
1,113
|
(256)
|
Offices and
Others
|
(111)
|
(4)
|
-
|
94
|
(21)
|
Sales and
Developments
|
(15)
|
(5)
|
-
|
-
|
(20)
|
Hotels
|
(362)
|
-
|
-
|
-
|
(362)
|
Total
Operations Center in Argentina
|
(1,848)
|
(12)
|
(6)
|
1,207
|
(659)
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
(467)
|
-
|
-
|
-
|
(467)
|
Supermarkets
|
(14,076)
|
-
|
-
|
-
|
(14,076)
|
Telecommunications
|
(4,525)
|
-
|
-
|
-
|
(4,525)
|
Others
|
(184)
|
-
|
-
|
-
|
(184)
|
Total
Operations Center in Israel
|
(19,252)
|
-
|
-
|
-
|
(19,252)
|
Total
Urban Properties and Investments Business
|
(21,100)
|
(12)
|
(6)
|
1,207
|
(19,911)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Costs
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Shopping
Malls
|
(979)
|
(1)
|
(4)
|
820
|
(164)
|
Offices and
Others
|
(89)
|
(3)
|
-
|
79
|
(13)
|
Sales and
Developments
|
(13)
|
(6)
|
-
|
-
|
(19)
|
Hotels
|
(279)
|
-
|
-
|
-
|
(279)
|
International
|
(9)
|
-
|
-
|
2
|
(7)
|
Total
Urban Properties and Investments Business
|
(1,369)
|
(10)
|
(4)
|
901
|
(482)
|
Costs
of sales in our Urban Properties and Investments Business rose by
35.0%, from Ps.1,369 million in fiscal year 2015 to Ps.1,848
million in fiscal year 2016. This was mainly due to an increase of
Ps.381 million in the Shopping Malls segment, an increase of Ps.22
million in the Offices and Others segment, an increase of Ps.2
million in the Sales and Developments segment, an increase of Ps.83
million in the Hotels segment; offset by a decrease of Ps.9 million
in the International segment; whilst the Financial Operations,
Corporate and Others segments did not experience significant
variations.
In
turn, the costs corresponding to expenses and collective promotion
fund increased by 34.0%, from Ps.901 million in fiscal year 2015 to
Ps.1,207 million in fiscal year 2016 mainly due to the expenses and
collective promotion fund from the Shopping Malls, which rose by
35.7%, from Ps.820 million in fiscal year 2015 to Ps.1,113 million
in fiscal year 2016, mainly as consequence of: (i) an increase in
advertising expenses of Ps.111.8 million, (ii) an increased charge
for salaries and wages, social security contributions and other
payroll expenses amounting to Ps.103.1 million; (iii) an increase
in maintenance, security, cleaning, repair and similar expenses
amounting to Ps.100.8 million (mainly stemming from increases in
security and cleaning services and in the rates for public
utilities), (iv) an increase in taxes, rates and contributions and
other expenses amounting to Ps.25.5 million and (v) an increase in
other expenses for Ps.42.0 million (primarily due to the absorption
of the deficit in expenses and collective promotion fund). In
addition, the variation was due to: an increase in the common
maintenance expenses incurred by the Offices and Others segment,
which rose by Ps.54.1 million, from Ps.28.3 million during fiscal
year 2015 to Ps.82.4 million during fiscal year 2016, primarily
attributable to the acquisition of new buildings (maintenance,
cleaning and lease expenses and common maintenance fees and others
for Ps.36.1 million, expenses associated to salaries and wages and
social security contributions for Ps.10.8 million and taxes, rates
and contributions and utilities for Ps.8.9 million).
In
addition, costs from our joint ventures experienced a net increase
of 20.0%, from Ps.10 million in fiscal year 2015 to Ps.12 million
in fiscal year 2016.
Finally, costs from
inter-segment operations rose by 50.0%, from Ps.4 million in fiscal
year 2015 to Ps.6 million in fiscal year 2016.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, costs increased by
36.7%, from Ps.482 million in fiscal year 2015 to Ps.659 million in
fiscal year 2016.
Operation Center in Argentina
Shopping Malls
Costs
in the Shopping Malls segment increased by 56.1%, from Ps.164
million in fiscal year 2015 to Ps.256 million in fiscal year 2016.
Such increase was attributable to the following factors: (i)
increased costs associated to the deficit in expenses and
collective promotion fund in our Shopping Malls for Ps.59 million;
(ii) an increase in maintenance, security, cleaning, repair and
similar expenses for Ps.10 million (mainly stemming from increases
in security and cleaning services and in the rates for public
utilities); and (iii) an increase in salaries and wages, social
security contributions and other payroll expenses in the amount of
Ps.10 million, among other items.
Costs
in the Shopping Malls segment, measured as a percentage of the
revenues derived from this segment, increased from 9.2% during
fiscal year 2015 to 10.6% in fiscal year ended June 30,
2016.
Offices and Others
Total
costs in the Offices and Others segment rose by 61.5%, from Ps.13
million in fiscal year 2015 to Ps.21 million in fiscal year 2016,
mainly as consequence of: (i) an increased cost corresponding to
rentals and common maintenance expenses for Ps.6 million, among
other items.
Total
costs in the Offices and Others segment, measured as a percentage
of the revenues derived from this segment, increased by 3.9% during
fiscal year 2015 to 6.2% in fiscal year 2016.
Sales and Developments
Costs
attributable to this segment often vary significantly period over
period, given that some of the sales consummated by the Company are
non-recurrent. Without considering our joint ventures, costs
associated to our Sales and Developments segment rose by 15.4%,
from Ps.13 million in fiscal year 2015 to Ps.15 million in fiscal
year 2016.
Costs
in the Sales and Developments segment, measured as a percentage of
the revenues derived from this segment, rose from 135.7% during
fiscal year 2015 to 666.7% in fiscal year 2016.
Hotels
Costs
in the Hotels segment increased by 29.7%, from Ps.279 million in
fiscal year 2015 to Ps.362 million in fiscal year 2016, mainly as
consequence of:
●
an increase of
Ps.52 million in salaries and wages, social security contributions
and other payroll expenses;
●
an increase of
Ps.19 million in maintenance and repair expenses; and
●
increased charges
for Ps.7 million and Ps.5 million in fees for services and food,
beverages and other hotel expenses, respectively.
Costs
in the Hotels segment, measured as a percentage of the revenues
derived from this segment, fell from 70.5% in fiscal year 2015 to
67.8% in fiscal year 2016.
International
Costs
in the International segment shrank by 100%, compared to the Ps.7
million posted during fiscal year 2015 on account of the sale
consummated in the year 2015 of the Madison 183 building, which was
previously held as a rental property.
Costs
in the International segment, measured as a percentage of the
revenues derived from this segment, did not exhibit significant
percentage figures.
Financial Operations, Corporate and Others
No
results were reported in connection with costs from this segment in
both fiscal years under review.
Operation Center in Israel
Real Estate
During
fiscal year 2016, costs from the Real Estate segment totaled Ps.467
million. Costs, measured as a percentage of the revenues derived
from this segment, accounted for 30.4%.
Supermarkets
During
fiscal year 2016, costs from the Supermarkets segment totaled
Ps.14,076 million. Costs, measured as a percentage of the revenues
derived from this segment, accounted for 75.6%.
Telecommunications
During
fiscal year 2016, costs from the Telecommunications segment totaled
Ps.4,525 million. Costs, measured as a percentage of the revenues
derived from this segment, accounted for 68.0%.
Others
During
fiscal year 2016, costs from the Others segment totaled Ps.184
million. Costs, measured as a percentage of the revenues derived
from this segment, accounted for 67.2%.
Initial recognition and changes in the fair value of biological
assets and agricultural products at the point of
harvest
|
Fiscal
year ended June 30, 2016 (recast)
|
Initial
recognition and changes in the fair value of biological assets and
agricultural products at the point of harvest
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
1,005
|
54
|
-
|
1,059
|
Cattle
|
251
|
3
|
-
|
254
|
Dairy
|
74
|
-
|
-
|
74
|
Sugarcane
|
309
|
-
|
-
|
309
|
Agricultural
Production Subtotal
|
1,639
|
57
|
-
|
1,696
|
Total
Agricultural Business
|
1,639
|
57
|
-
|
1,696
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Initial
recognition and changes in the fair value of biological assets and
agricultural products at the point of harvest
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
889
|
21
|
-
|
910
|
Cattle
|
165
|
2
|
-
|
167
|
Dairy
|
75
|
-
|
-
|
75
|
Sugarcane
|
218
|
-
|
-
|
218
|
Agricultural
Production Subtotal
|
1,347
|
23
|
-
|
1,370
|
Total
Agricultural Business
|
1,347
|
23
|
-
|
1,370
|
The
Company’s revenues from initial recognition and changes in
the fair value of biological assets and agricultural products at
the point of harvest increased by 21.7%, from Ps.1,347 million in
fiscal year 2015 to Ps.1,639 million in fiscal year
2016.
In
turn, the Company’s revenues from initial recognition and
changes in the fair value of biological assets and agricultural
products at the point of harvest derived from our interests in
joint ventures increased by 147.8%, from Ps.23 million in fiscal
year 2015 to Ps.57 million in fiscal year 2016.
In
addition, there were no inter-segment eliminations in connection
with revenues from initial recognition and changes in the fair
value of biological assets and agricultural products at the point
of harvest.
Hence,
according to business segment reporting and considering all our
joint ventures, revenues from initial recognition and changes in
the fair value of biological assets and agricultural products at
the point of harvest grew by 23.8%, from Ps.1,370 million in fiscal
year 2015 to Ps.1,696 million in fiscal year 2016.
Crops
Income
from production in the Crops activity rose by 16.4%, from Ps.910
million in fiscal year 2015 to Ps.1,059 million in fiscal year
2016, mainly as consequence of:
●
a decrease of 38.9%
in total production volume, from 404,259 tons in fiscal year 2015
down to 246,965 tons in fiscal year 2016;
●
partially offset by
an increase of 32.9% in the average price for the production of
crops; and
●
an increase of
654.1% in expected revenues.
As of
June 30, 2016, the harvested area was 72.3% of our total sown area,
compared to 80.4% as of June 30, 2015.
The
following table shows the number of tons produced and total
production income as of June 30, 2016 and 2015:
Revenues from the production of Crops
(in tons and million Pesos)
|
Fiscal
year ended June 30
|
|
|
|
|
|
|
|
|
Corn
|
45,339
|
80
|
91,588
|
83
|
Soybean
|
179,135
|
514
|
278,371
|
624
|
Wheat
|
15,466
|
11
|
16,125
|
13
|
Sorghum
|
1,306
|
4
|
1,202
|
1
|
Sunflower
|
3,001
|
9
|
11,728
|
27
|
Others
|
2,717
|
5
|
5,246
|
20
|
Total
|
246,964
|
623
|
404,260
|
768
|
Estimated
results from the valuation of our crops in progress at fair value
rose by 653.1%, from Ps.49 million in fiscal year 2015 to Ps.369
million in fiscal year 2016, due to the increase of 722.4% in corn
crops.
Cattle
Income
from production in the Cattle activity rose by 52.1%, from Ps.167
million in fiscal year 2015 to Ps.254 million in fiscal year 2016,
mainly as consequence of:
●
a 19.3% increase in
the average price per kilogram produced, from Ps.14.8 per kg in
fiscal year 2015 to Ps.17.6 per kg in fiscal year
2016;
●
a slight decrease
of 1.3% in meet production volume, from 7,812 tons in fiscal year
2015 to 7,713 tons in fiscal year 2016;
●
offset by an
increase of 137.2% in holding results.
The
calving rate decreased by 12.1%, whereas the death rate decreased
by 4.4% during fiscal year 2016 compared to fiscal year
2015.
Dairy
Income
from production in the Dairy activity decreased by 1.3%, from Ps.75
million in fiscal year 2015 to Ps.74 million in fiscal year 2016.
This decrease was mainly due to:
●
the result from
holding of milking cows, which increased by 47.2%, from a gain of
Ps.8.9 million in fiscal year 2015 to a gain of Ps.13.1 million in
fiscal year 2016, as the inflationary context led to a significant
rise in prices;
●
a decrease of 7.9%
in the average price of milk, from Ps.3.42 per liter in fiscal year
2015 to Ps.3.15 per liter in fiscal year 2016;
●
a decrease of 6.2%
in the production of milking cows, offset by an increase of 78.6%
in average price; and
●
a decline of 6.9%
in milk production volume, from 17.5 million liters in fiscal year
2015 to 16.3 million liters in fiscal year 2016. This reduction in
production volume was mainly due to a lower average number of
milking cows per day, from 2,189 milking cows per day in fiscal
year 2015 to 1,788 milking cows per day in fiscal year 2016,
partially offset by an increase of 10.7% in the efficiency level of
average daily milk production per cow, from 21.5 liters per cow in
fiscal year 2015 to 23.8 liters per cow in fiscal year
2016.
Sugarcane
Income
from production in the Sugarcane activity rose by 41.7%, from
Ps.218 million in fiscal year 2015 to Ps.309 million in fiscal year
2016, mainly as consequence of:
●
an increase of
36.6% in total production volume, from 836,345 tons in fiscal year
2015 to 1,142,620 tons in fiscal year 2016; and
●
an increase of
13.1% in the average price of sugarcane production, which went from
Ps.208.6 per ton in fiscal year 2015 to Ps.236.0 per ton in fiscal
year 2016.
The
following table shows the actual tons produced and revenues as of
June 30, 2016 and 2015:
Revenues from the production of
Sugarcane (in tons and million Pesos)
|
Fiscal
year ended June 30
|
|
|
|
|
|
|
|
|
Sugarcane
|
1,142,620
|
292
|
836,345
|
207
|
Estimated results from the valuation of our sugarcane crops in
progress at fair value
Estimated
results from the valuation of our sugarcane crops in progress at
fair value declined from a gain of Ps.32.7 million in fiscal year
2015 to Ps.22 million in fiscal year 2016, mainly generated by
Brasilagro due to changes in the main indicators, including area,
yield, price and cost.
Changes in the net realizable value of agricultural products after
harvest
|
Fiscal
year ended June 30, 2016 (recast)
|
Changes
in the net realizable value of agricultural products after
harvest
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
208
|
-
|
-
|
208
|
Agricultural
Production Subtotal
|
208
|
-
|
-
|
208
|
Total
Agricultural Business
|
208
|
-
|
-
|
208
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Changes
in the net realizable value of agricultural products after
harvest
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(34)
|
-
|
-
|
(34)
|
Agricultural
Production Subtotal
|
(34)
|
-
|
-
|
(34)
|
Total
Agricultural Business
|
(34)
|
-
|
-
|
(34)
|
Income
from changes in the net realizable value of agricultural produce
after harvest rose significantly, from a loss of Ps.34 million in
fiscal year 2015 to a gain of Ps.208 million in fiscal year
2016.
In
Argentina, such increase was mainly attributable to a widespread
increase in prices by late December caused by the
suppression/reduction of withholdings on the agricultural sector,
the major devaluation determined by the new government and the
current free floating exchange rate market.
There
were neither interests in joint ventures nor inter-segment
eliminations in revenues from changes in the net realizable value
of agricultural products after harvest.
Gross profit
As
result of the above mentioned factors, the Company’s gross
profit increased by 380.2%, from Ps.2,385 million in fiscal year
2015 to Ps.11,452 million in fiscal year 2016. This was primarily
attributable to:
●
an increase of
213.1% in the Agricultural Business, from Ps.320 million (profit)
in fiscal year 2015 to Ps.1,002 million in fiscal year
2016;
●
a profit of
Ps.7,825 million attributable to the Operations Center in Israel at
the Urban Properties and Investments Business; and
●
an increase of
27.1% in the Operations Center in Argentina at the Urban Properties
and Investments Business, from Ps.2,065 million in fiscal year 2015
to Ps.2,625 million in fiscal year 2016.
Agricultural Business
As
result of the above mentioned factors, gross profit rose by 213.1%,
from Ps.320 million in fiscal year 2015 to Ps.1,002 million in
fiscal year 2016.
Crops
Gross
profit from this activity rose by 1,088.5%, from Ps.52 million in
fiscal year 2015 to Ps.618 million in fiscal year
2016.
Cattle
Gross
profit from this activity increased by 94.1%, from Ps.85 million in
fiscal year 2015 to Ps.165 million in fiscal year
2016.
Dairy
Gross
profit from this activity declined by 71.4%, from Ps.14 million in
fiscal year 2015 to Ps.4 million in fiscal year 2016.
Sugarcane
Gross
profit from this activity increased by 104.8%, from Ps.42 million
in fiscal year 2015 to Ps.86 million in fiscal year
2016.
Agricultural Rental and Services
Gross
profit from this activity increased by 21.7%, from Ps.46 million in
fiscal year 2015 to Ps.56 million in fiscal year 2016.
Land Transformation and Sales
Gross
loss from this segment remained steady at Ps.9 million in both
fiscal years.
Agro-industrial
Gross
profit from this activity declined by 38.8%, from Ps.67 million in
fiscal year 2015 to Ps.41 million in fiscal year 2016.
Other Segments and Corporate
Gross
profit from this activity rose by 78.3%, from Ps.23 million in
fiscal year 2015 to Ps.41 million in fiscal year 2016.
Urban
Properties and Investments Business
Gross
profit from Urban Properties and Investments Business rose by
406.1%, from Ps.2,065 million in fiscal year 2015 to Ps.10,450
million in fiscal year 2016. This was mainly due to the profit
obtained through the Operations Center in Israel for Ps.7,825
million in fiscal year 2016 and an increase of 27.1% in the
Operations Center in Argentina, from Ps.2,065 million in fiscal
year 2015 to Ps.2,625 million in fiscal year 2016.
Below is a detail of the gross profit corresponding to our
segments:
Operation Center in Argentina
Shopping Malls
Gross
profit from the Shopping Malls segment increased by 33.2%, from
Ps.1,614 million in fiscal year 2015 to Ps.2,150 million in fiscal
year 2016.
Offices and Others
Gross
profit from the Offices and Others segment declined by 0.3%, from
Ps.320 million in fiscal year 2015 to Ps.319 million in fiscal year
2016.
Sales and Developments
Gross
loss from the Sales and Developments segment rose by 240.0% from a
loss of Ps.5 million in fiscal year 2015 to a loss of Ps.17 million
in fiscal year 2016.
Hotels
Gross
profit from the Hotels segment increased by 47.0%, from Ps.117
million in fiscal year 2015 to Ps.172 million in fiscal year
2016.
International
Gross
profit from the International segment decreased by 100%, compared
to the Ps.19 million recorded in fiscal year 2015.
Financial Operations, Corporate and Others
Gross
profit from our Financial Operations, Corporate and Others segment
increased by 100%, from Ps.0 million in fiscal year 2015 to Ps.1
million in fiscal year 2016.
Net gain from fair value adjustment of investment
properties
The net
gain from fair value adjustment of investment properties of the
Company rose by 336.7%, from Ps.4,103 million in fiscal year 2015
to Ps.17,918 million in fiscal year 2016. This was due to a decline
of Ps.107 million in the Agricultural Business and to an increase
of Ps.13,922 million in the Urban Properties and Investments
Business. Within the Urban Properties and Investments Business, the
variation was attributable to the Operations Center in Israel for a
loss of Ps.271 million, and to the Operations Center in Argentina
for a gain of Ps.14,193 million.
Agricultural
Business
The
decline was mostly attributable to Brazil, since in fiscal year
2015 there were 7,700 leased hectares in Jatoba and 3,900 leased
hectares in Preferencia, while no farmlands were leased in 2016.
Such decline was partially offset by an increase in Argentina,
resulting from the significant fluctuation in the exchange rate, in
spite of the lower number of leased hectares, mostly in La
Esmeralda (1,100 hectares).
Urban Properties and Investments Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Net
gain from fair value adjustment of investment
properties
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
16,049
|
83
|
-
|
-
|
16,132
|
Offices and
Others
|
1,013
|
249
|
-
|
-
|
1,262
|
Sales and
Developments
|
726
|
47
|
-
|
-
|
773
|
Total
Operations Center in Argentina
|
17,788
|
379
|
-
|
|
18,167
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
(271)
|
-
|
-
|
-
|
(271)
|
Total
Operations Center in Israel
|
(271)
|
-
|
-
|
-
|
(271)
|
Total
Urban Properties and Investments Business
|
17,517
|
379
|
-
|
-
|
17,896
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Net
gain from fair value adjustment of investment
properties
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
Shopping
Malls
|
729
|
-
|
-
|
-
|
729
|
Offices and
Others
|
1,801
|
41
|
-
|
-
|
1,842
|
Sales and
Developments
|
1,396
|
7
|
-
|
-
|
1,403
|
Total
Urban Properties and Investments Business
|
3,926
|
48
|
-
|
-
|
3,974
|
The net
gain from fair value adjustment of our combined portfolio of
investment properties for fiscal year 2016 was Ps.17,788 million
(Ps.16,049 million attributable to the Shopping Malls segment;
Ps.1,013 million to the Offices and Others segment; and Ps.726
million to the Sales and Developments segment). The significant
increase in valuation in Argentine Pesos of our properties was
mainly attributable to the following factors: (i) a decline of 364
basis points in the discount rate used under the discounted cash
flow valuation, methodology that increases the valuation of
investment properties. This decline in the discount rate was mostly
due to certain macroeconomic improvements and to a lower cost of
capital in Argentina, following the presidential elections in
October 2015 and the agreement reached with “holdout”
bondholders in April 2016; and (ii) since the end of fiscal year
2015 through the end of fiscal year 2016, the Argentine Peso
depreciated by more than 65% in respect of the US dollar (from
Ps.9.04 to Ps.14.99 per US dollar) and the valuation of our
investment properties are stated in US dollars since most
operations in the Argentine real estate market are consummated in
that currency.
We held
our portfolio of shopping malls during the fiscal years 2016 and
2015. In general terms, valuation of our shopping malls increased
by 155.5% in fiscal year 2016, mainly as a consequence of an
increase in rental prices and the impact of the Argentine peso
depreciation.
Valuation
of our office buildings increased by 6.0% in fiscal year 2016
compared to the previous year, mainly as consequence of the impact
of depreciation of the local currency and the increase in lease
prices. In addition, in fiscal year 2016 we posted a gain of Ps.908
million from the sale of offices compared to Ps.645 million in
fiscal year 2015.
Gain/(loss) from disposal of farmlands
Gain
from disposal of farmlands derived by the Land Transformation and
Sales segment fell by 100.4%, from a gain of Ps.550 million in
fiscal year 2015 to a loss of Ps.2 million in fiscal year 2016,
primarily as a result of the absence of sales in fiscal year 2016
and the following transactions in the previous fiscal
year:
During fiscal year 2015
●
On April 3, 2014, Cresca S.A. signed a bill of
sale whereby it sells an area of 24,624 hectares located in Chaco
Paraguayo. The total price was US$14.7 million paid as follows:
US$1.8 million were collected upon the execution of the bill of
sale; US$4.3 million upon execution of the conveyance deed; US$3.7
million on July 2015 interest-free; and US$4.9 million on July 2016
interest-free. Possession was delivered upon execution of the
conveyance deed and upon the creation of a mortgage as guarantee of
the remaining balance on July 14, 2014. The Company has recognized
gains of Ps.19.1 million as result of this
transaction.
●
On
June 10, 2015, Brasilagro sold the remaining area of 27,745
hectares of Cremaq field, located in the Municipal District of
Baixa Grande do Ribeiro (Piaui). The transaction price was fixed at
Rs. 270 million (equivalent to Ps.694.0 million) which have already
been fully collected. The Company has recognized gains of Ps.525.9
million as result of this transaction.
●
On
October 17, 2013, Yuchán signed a purchase-sale agreement
involving a sale subject to retention of title involving 1,643
hectares of “La Fon Fon II” for an overall amount of
US$7.21 (equivalents to Ps.59). As of the date of issuance of the
financial statements for fiscal year 2016, the amount of US$7.1
million has been collected, with the remaining balance amounts of
US$0.12 million being payable in two installments beginning in
December 2016 and ending in December 2017. Under the contract, the
conveyance will be recorded with the Registry once the price has
been fully paid off. On June 24, 2015, possession was granted by
Yuchán. During the year 2015 the Company recognized a profit
of US$2.7 (equivalents to Ps.24.6) as result of this
transaction.
General and Administrative Expenses
The
Company’s General and Administrative Expenses rose by 252.3%,
from Ps.614 million in fiscal year 2015 to Ps.2,163 million in
fiscal year 2016. This was mainly due to an increase of Ps.58
million in the Agricultural Business and to an increase of Ps.1,491
million in the Urban Properties and Investments Business. Within
the Urban Properties and Investments Business, the variation was
attributable to the Operations Center in Israel by Ps.1,293 million
and to the Operations Center in Argentina by Ps.198
million.
Agricultural Business
|
Fiscal
year ended June 30, 2016 (recast)
|
General
and Administrative Expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(120)
|
(4)
|
-
|
(124)
|
Cattle
|
(20)
|
-
|
-
|
(20)
|
Dairy
|
(4)
|
-
|
-
|
(4)
|
Sugarcane
|
(34)
|
-
|
-
|
(34)
|
Agricultural Rental
and Services
|
(3)
|
-
|
-
|
(3)
|
Agricultural
Production Subtotal
|
(181)
|
(4)
|
-
|
(185)
|
Land Transformation
and Sales
|
(1)
|
-
|
-
|
(1)
|
Agro-industrial
|
(38)
|
-
|
-
|
(38)
|
Other Segments and
Corporate
|
(91)
|
-
|
45
|
(46)
|
Subtotal
Others and Corporate
|
(129)
|
-
|
45
|
(84)
|
Total
Agricultural Business
|
(311)
|
(4)
|
45
|
(270)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
General
and Administrative Expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(122)
|
(3)
|
-
|
(125)
|
Cattle
|
(13)
|
-
|
-
|
(13)
|
Dairy
|
(3)
|
-
|
-
|
(3)
|
Sugarcane
|
(20)
|
-
|
-
|
(20)
|
Agricultural Rental
and Services
|
(1)
|
-
|
-
|
(1)
|
Agricultural
Production Subtotal
|
(159)
|
(3)
|
-
|
(162)
|
Land Transformation
and Sales
|
(2)
|
-
|
-
|
(2)
|
Agro-industrial
|
(25)
|
-
|
-
|
(25)
|
Other Segments and
Corporate
|
(46)
|
-
|
23
|
(23)
|
Subtotal
Others and Corporate
|
(71)
|
-
|
23
|
(48)
|
Total
Agricultural Business
|
(232)
|
(3)
|
23
|
(212)
|
General
and administrative expenses from the Agricultural Business rose by
34.1%, from Ps.232 million in fiscal year 2015 to Ps.311 million in
fiscal year 2016. This was due to the following increases: Ps.7
million in the Cattle activity, Ps.1 million in the Dairy activity,
Ps.14 million in the Sugarcane activity, Ps.13 million in the
Agro-industrial activity, Ps.2 million in the Agricultural Rental
and Services activity, and Ps.45 million in the Other Segments and
Corporate activity, offset by a decline of Ps.2 million in the
Crops activity and a decrease of Ps.1 million in the Land
Transformation and Sales segment.
The
causes for the variation were:
●
The variation in
Cresud’s administrative expenses is mostly due to the
variation in wages, salaries and social security contributions due
to the allowance for bonuses payable for fiscal year 2016. In
addition, the reason for the variation is to be found also in the
increases exhibited by the fees of the accountants associated to
the consolidation of IDBD as well as the increase in legal fees
associated to the Class Action.
●
An increase in the
general and administrative expenses of the subsidiary EEASA
primarily attributable to the increases in the services hired for
the project to implement the SAP system, consultancy fees and SOX
standard testing and salary adjustments due to collective
bargaining agreements.
●
An increase in
expenses as result of the inflationary context.
In
turn, general and administrative expenses from our joint ventures
increased Ps.1 million, from Ps.3 million in fiscal year 2015 to
Ps.4 million in fiscal year 2016.
Inter-segment
general and administrative expenses rose by 95.7%, from Ps.23
million in fiscal year 2015 to Ps.45 million during fiscal year
2016, both attributable to Other Segments and
Corporate.
Hence,
according to business segment reporting and considering all our
joint ventures, general and administrative expenses increased by
27.4%, from Ps.212 million in fiscal year 2015 to Ps.270 million in
fiscal year 2016.
Urban
Properties and Investments Business
|
Fiscal
year ended June 30, 2016 (recast)
|
General
and Administrative Expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(178)
|
-
|
(1)
|
-
|
(179)
|
Offices and
Others
|
(24)
|
-
|
-
|
-
|
(24)
|
Sales and
Developments
|
(18)
|
(1)
|
(4)
|
-
|
(23)
|
Hotels
|
(101)
|
-
|
(2)
|
-
|
(103)
|
International
|
(91)
|
-
|
-
|
-
|
(91)
|
Financial
Operations, Corporate and Others
|
(134)
|
-
|
(46)
|
-
|
(180)
|
Total
Operations Center in Argentina
|
(546)
|
(1)
|
(53)
|
-
|
(600)
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
(100)
|
-
|
-
|
-
|
(100)
|
Supermarkets
|
(203)
|
-
|
-
|
-
|
(203)
|
Telecommunications
|
(708)
|
-
|
-
|
-
|
(708)
|
Others
|
(282)
|
-
|
-
|
-
|
(282)
|
Total
Operations Center in Israel
|
(1,293)
|
-
|
-
|
-
|
(1,293)
|
Total
Urban Properties and Investments Business
|
(1,839)
|
(1)
|
(53)
|
-
|
(1,893)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
General
and Administrative Expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Shopping
Malls
|
(135)
|
-
|
-
|
-
|
(135)
|
Offices and
Others
|
(58)
|
-
|
(1)
|
-
|
(59)
|
Sales and
Developments
|
(48)
|
(1)
|
(1)
|
-
|
(50)
|
Hotels
|
(77)
|
-
|
(1)
|
-
|
(78)
|
International
|
(56)
|
-
|
-
|
-
|
(56)
|
Financial
Operations, Corporate and Others
|
(1)
|
-
|
(23)
|
-
|
(24)
|
Total
Urban Properties and Investments Business
|
(375)
|
(1)
|
(26)
|
-
|
(402)
|
General
and administrative expenses in the Urban Properties and Investments
Business rose by 45.6%, from Ps.375 million in fiscal year 2015 to
Ps.546 million in fiscal year 2016. This was mainly due to an
increase of Ps.43 million in the Shopping Malls segment, an
increase of Ps.24 million in the Hotels segment, an increase of
Ps.35 million in the International segment, an increase of Ps.133
million in the Financial Operations, Corporate and Others segment,
partially offset by declines of Ps.34 million and Ps.30 million in
the Offices and Others segment and in the Sales and Developments
segment, respectively.
In
turn, administrative expenses in our interests in joint ventures
did not exhibit changes from fiscal year 2015 to fiscal year 2016
and remained steady at Ps.1 million.
Inter-segment
eliminations increased by Ps.27 million, from Ps.26 million in
fiscal year 2015 to Ps.53 million in fiscal year 2016.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, administrative
expenses increased by 49.3%, from Ps.402 million in fiscal year
2015 to Ps.600 million in fiscal year 2016. Administrative
expenses, as a percentage of sales, in accordance with business
segment reporting, and considering our joint ventures and
inter-segment eliminations, rose by 15.8% in fiscal year 2015 to
18.3% in fiscal year 2016.
Operation Center in Argentina
Shopping Malls
General
and administrative expenses at the Shopping Malls segment rose by
32.6%, from Ps.135 million in fiscal year 2015 to Ps.179 million in
fiscal year 2016, mainly as consequence of:
●
an increase of
Ps.18 million in salaries and wages, social security contributions
and other payroll expenses;
●
an increase of
Ps.13 million in directors’ fees; and
●
an increase of Ps.7
million in fees and compensation for services, to name but a few
items.
General
and administrative expenses in the Shopping Malls segment, as a
percentage of revenues from the same segment, decreased slightly
from 7.6% in fiscal year 2015 to 7.4% in fiscal year
2016.
Offices and Others
General
and administrative expenses in our Offices and Others segment
decreased by 59.3%, from Ps.59 million in fiscal year 2015 to Ps.24
million in fiscal year 2016, mainly as consequence of: (i) an
increase in directors’ fees by the amount of Ps.11 million,
(ii) an increase of Ps.3 million in banking expenses, and (iii) an
increase in salaries, wages, social security contributions and
other payroll expenses, among other items.
General
and administrative expenses, measured as a percentage of revenues
from the same segment, decreased from 17.7% in fiscal year 2015 to
7.1% in fiscal year 2016.
Sales and Developments
General
and administrative expenses associated to our Sales and
Developments segment fell by 54%, from Ps.50 million in fiscal year
2015 to Ps.23 million in fiscal year 2016, mainly as consequence
of: (i) an increase in directors’ fees of Ps.12 million, (ii)
an increase of Ps.6 million in maintenance, repair and service
expenses, to name but a few items.
Hotels
General
and administrative expenses associated to our Hotels segment rose
by 32.1%, from Ps.78 million in fiscal year 2015 to Ps.103 million
in fiscal year 2016, mainly as consequence of:
●
(i) an increase of
Ps.12 million in salaries and wages, social security contributions
and other payroll expenses; and
●
(ii) an increase of
Ps.6 million in fees and compensation for services, to name but a
few items.
General
and administrative expenses associated to the Hotels segment,
measured as a percentage of the revenues derived from this segment,
shrank from 19.7% in fiscal year 2015 to 19.3% in fiscal year
2016.
International
General
and administrative expenses associated to our International segment
increased by Ps.35 million, from Ps.56 million in fiscal year 2015
to Ps.91 million in fiscal year 2016, mainly as a result of fees
for services incurred in connection with the investment in
IDBD.
Financial Operations, Corporate and Others
General
and administrative expenses associated to our Financial Operations,
Corporate and Others segment rose by Ps.156 million, from Ps.24
million in fiscal year 2015 to Ps.180 million in fiscal year 2016,
mainly as consequence of: (i) an increase of Ps.6 million in
salaries, wages, social security contributions and other payroll
expenses; partially offset by (ii) a decrease of Ps.5 million in
directors’ fees, (iii) an increase of Ps.25 million in fees
and compensation for services, (iv) an increase of Ps.1 million in
banking expenses, and (v) an increase of Ps.2 million in rentals
and common maintenance expenses.
Operation Center in Israel
Real Estate
During
fiscal year 2016, the general and administrative expenses in the
Real Estate segment totaled Ps.100 million, which, measured as a
percentage of the revenues derived from this segment, accounted for
6.5%.
Supermarkets
During
fiscal year 2016, the general and administrative expenses in the
Supermarkets segment totaled Ps.203 million, which, measured as a
percentage of the revenues derived from this segment, accounted for
1.1%.
Telecommunications
During
fiscal year 2016, the general and administrative expenses in the
Telecommunications segment totaled Ps.708 million, which, measured
as a percentage of the revenues derived from this segment,
accounted for 10.6%.
Others
During
fiscal year 2016, the general and administrative expenses in the
Others segment totaled Ps.282 million, which, measured as a
percentage of the revenues derived from this segment, accounted for
102.9%.
Selling expenses
The
Company’s total selling expenses grew by 1,156.6%, from
Ps.481 million in fiscal year 2015 to Ps.6,044 million in fiscal
year 2016. This was primarily attributable to an increase of Ps.52
million in the Agricultural Business and to an increase of Ps.5,511
million in the Urban Properties and Investments Business, which is
explained by the increase of Ps.69 million in the Operations Center
in Argentina and the increase of Ps.5,442 million in the Operations
Center in Israel.
Agricultural Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Selling
expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(209)
|
(5)
|
(2)
|
(216)
|
Cattle
|
(19)
|
-
|
-
|
(19)
|
Dairy
|
(4)
|
-
|
-
|
(4)
|
Sugarcane
|
(8)
|
-
|
-
|
(8)
|
Agricultural Rental
and Services
|
(1)
|
-
|
-
|
(1)
|
Agricultural
Production Subtotal
|
(241)
|
(5)
|
(2)
|
(248)
|
Agro-industrial
|
(67)
|
-
|
-
|
(67)
|
Other Segments and
Corporate
|
(23)
|
-
|
-
|
(23)
|
Subtotal
Others and Corporate
|
(90)
|
-
|
-
|
(90)
|
Total
Agricultural Business
|
(331)
|
(5)
|
(2)
|
(338)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Selling
expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(157)
|
(3)
|
(1)
|
(161)
|
Cattle
|
(20)
|
-
|
-
|
(20)
|
Dairy
|
(4)
|
-
|
-
|
(4)
|
Sugarcane
|
(8)
|
-
|
-
|
(8)
|
Agricultural Rental
and Services
|
(1)
|
-
|
-
|
(1)
|
Agricultural
Production Subtotal
|
(190)
|
(3)
|
(1)
|
(194)
|
Land Transformation
and Sales
|
(1)
|
(1)
|
-
|
(2)
|
Agro-industrial
|
(77)
|
-
|
-
|
(77)
|
Other Segments and
Corporate
|
(13)
|
-
|
-
|
(13)
|
Subtotal
Others and Corporate
|
(90)
|
-
|
-
|
(90)
|
Total
Agricultural Business
|
(281)
|
(4)
|
(1)
|
(286)
|
Selling
expenses associated to the Agricultural Business rose by 17.8%,
from Ps.281 million in fiscal year 2015 to Ps.331 million in fiscal
year 2016. This was mainly due to an increase of Ps.52 million in
the Crops activity and an increase of Ps.10 million in Other
Segments and Corporate activity, offset by decreases of Ps.1
million in the Cattle activity, Ps.10 million in the
Agro-industrial activity, and Ps.1 million in Land Transformation
and Sales segment.
In
turn, selling expenses from our interests in joint ventures rose by
25% from Ps.4 million in fiscal year 2015 to Ps.5 million in fiscal
year 2016, in connection with our Cresca joint
venture.
Inter-segment
eliminations increased by Ps.1 million from fiscal year 2015 to
fiscal year 2016.
Hence,
according to business segment reporting and considering all our
joint ventures and inter-segment eliminations, selling expenses
increased by 18.2%, from Ps.286 million in fiscal year 2015 to
Ps.338 million in fiscal year 2016.
Urban
Properties and Investments Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Selling
expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(143)
|
(2)
|
-
|
-
|
(145)
|
Offices and
Others
|
(8)
|
-
|
-
|
-
|
(8)
|
Sales and
Developments
|
(23)
|
-
|
-
|
-
|
(23)
|
Hotels
|
(69)
|
-
|
-
|
-
|
(69)
|
Financial
Operations, Corporate and Others
|
(19)
|
-
|
-
|
-
|
(19)
|
Total
Operations Center in Argentina
|
(262)
|
(2)
|
-
|
-
|
(264)
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
(29)
|
-
|
-
|
-
|
(29)
|
Supermarkets
|
(3,907)
|
-
|
-
|
-
|
(3,907)
|
Telecommunications
|
(1,493)
|
-
|
-
|
-
|
(1,493)
|
Others
|
(13)
|
-
|
-
|
-
|
(13)
|
Total
Operations Center in Israel
|
(5,442)
|
-
|
-
|
-
|
(5,442)
|
Total
Urban Properties and Investments Business
|
(5,704)
|
(2)
|
-
|
-
|
(5,706)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Selling
expenses
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Shopping
Malls
|
(112)
|
(1)
|
-
|
-
|
(113)
|
Offices and
Others
|
(21)
|
-
|
-
|
-
|
(21)
|
Sales and
Developments
|
(8)
|
(1)
|
-
|
-
|
(9)
|
Hotels
|
(52)
|
-
|
-
|
-
|
(52)
|
Total
Urban Properties and Investments Business
|
(193)
|
(2)
|
-
|
-
|
(195)
|
Selling
expenses associated to the Urban Properties and Investments
Business rose by 35.8%, from Ps.193 million in fiscal year 2015 to
Ps.262 million in fiscal year 2016. This was mainly due to an
increase of Ps.31 million in the Shopping Malls segment, an
increase of Ps.15 million in the Sales and Developments segment, an
increase of Ps.17 million in the Hotels segment, and an increase of
Ps.19 million in the Financial Operations, Corporate and Others
segment, offset by a decline of Ps.13 million in Offices and Others
segment.
In
turn, selling expenses in our interests in joint ventures did not
exhibit changes in fiscal years 2016 and 2015.
Hence,
according to business segment reporting, selling expenses
experienced an increase of 35.4%, from Ps.195 million in fiscal
year 2015 to Ps.264 million in fiscal year 2016. Selling expenses
measured as a percentage of revenues, in accordance with segment
reporting, rose slightly from 7.7% for fiscal year 2015 to 8.0%
during fiscal year 2016.
Operation Center in Argentina
Shopping Malls
Selling
expenses at the Shopping Malls segment increased by 28.3%, from
Ps.113 million in fiscal year 2015 to Ps.145 million in fiscal year
2016, mainly as consequence of: (i) an increase of Ps.29 million in
taxes, rates and contributions, mainly attributable to an increased
turnover tax expense, among other items.
Selling
expenses in the Shopping Malls segment as a percentage of revenues
from the same segment fell from 6.4% in fiscal year 2015 to 6.0% in
fiscal year 2016.
Offices and Others
Selling
expenses in our Offices and Others segment decreased by 61.9%, from
Ps.21 million in fiscal year 2015 to Ps.8 million in fiscal year
2016.
Selling
expenses in the Offices and Others segment, measured as a
percentage of the revenues derived from this segment, decreased
from 6.3% in fiscal year 2015 to 2.4% in fiscal year
2016.
Sales and Developments
Selling
expenses in the Sales and Developments segment rose 155.6%, from
Ps.9 million in fiscal year 2015 to Ps.23 million in fiscal year
2016, mainly as consequence of an increase of Ps.18 million in
taxes, rates and contributions, mainly attributable to an increased
turnover tax expense.
Hotels
Selling
expenses associated to our Hotels segment rose by 32.7%, from Ps.52
million in fiscal year 2015 to Ps.69 million in fiscal year 2016,
mainly as consequence of:
●
an increase of Ps.6
million in taxes, rates and contributions; and
●
an increase of Ps.5
million in fees and compensation for services, among others
items.
Selling
expenses in our Hotels segment, measured as a percentage of the
revenues derived from this segment, decreased slightly from 13.1%
in fiscal year 2015 to 12.9% in fiscal year 2016.
Financial Operations, Corporate and Others
Selling
expenses in the Financial Operations, Corporate and Others segment
rose by Ps.19 million in fiscal year 2016 compared to fiscal year
2015.
Other operating results, net
The
Company’s Other Operating results, net decreased Ps.128
million, from a gain of Ps.14 million in fiscal year 2015 to a loss
of Ps.114 million in fiscal year 2016. This was mainly due to a
decline of Ps.51 million in the Agricultural Business and to a
decrease of Ps.77 million in the Urban Properties and Investments
Business. Within the Urban Properties and Investments Business, the
variation was attributable to the Operations Center in Israel by
Ps.32 million and to the Operations Center in Argentina by Ps.45
million.
Agricultural Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Other
Operating results, net
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(72)
|
(1)
|
(1)
|
(74)
|
Cattle
|
(2)
|
-
|
-
|
(2)
|
Sugarcane
|
4
|
-
|
-
|
4
|
Agricultural
Production Subtotal
|
(70)
|
(1)
|
(1)
|
(72)
|
Agro-industrial
|
1
|
-
|
-
|
1
|
Other Segments and
Corporate
|
1
|
-
|
-
|
1
|
Subtotal
Others and Corporate
|
2
|
-
|
-
|
2
|
Total
Agricultural Business
|
(68)
|
(1)
|
(1)
|
(70)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Other
Operating results, net
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
|
|
|
Crops
|
(7)
|
(1)
|
(1)
|
(9)
|
Cattle
|
(2)
|
(1)
|
-
|
(3)
|
Dairy
|
(1)
|
-
|
-
|
(1)
|
Sugarcane
|
(2)
|
-
|
-
|
(2)
|
Agricultural
Production Subtotal
|
(12)
|
(2)
|
(1)
|
(15)
|
Land Transformation
and Sales
|
(5)
|
-
|
-
|
(5)
|
Other Segments and
Corporate
|
1
|
-
|
-
|
1
|
Subtotal
Others and Corporate
|
1
|
-
|
-
|
1
|
Total
Agricultural Business
|
(16)
|
(2)
|
(1)
|
(19)
|
Other
operating results, net, associated to sales in the Agricultural
Business increased from a loss of Ps.16 million in fiscal year 2015
to a loss of Ps.68 million in fiscal year 2016. This was mainly due
to an increase in the loss of Ps.65 million derived from the Crops
activity, partially offset by an increase of Ps.6 million in the
Sugarcane activity, an increase of Ps.5 million in Land
Transformation and Sales segment, and an increase of Ps.1 million
in the Dairy and Agro-industrial activities.
In
turn, Other operating results, net from our interests in joint
ventures experienced a decrease in loss by 50%, from Ps.2 million
in fiscal year 2015 to Ps.1 million in fiscal year 2016, in
connection with our Cresca joint venture.
Besides,
there was not variation in Inter-segment eliminations for Other
operating results, net, which registered a loss of Ps.1 million in
both fiscal years.
Hence,
according to business segment reporting and considering all our
joint ventures, other operating results, net went from a loss of
Ps.19 million in fiscal year 2015 to a loss of Ps.70 million in
fiscal year 2016.
Crops
Other
operating results, net, in the Crops activity experienced an
increase in losses for Ps.65 million, from Ps.9 million in fiscal
year 2015 to Ps.74 million in fiscal year 2016, primarily as result
of derivatives of Brasilagro and Cresud commodities (Ps.84
million), partially offset by the income/(loss) derived from FYO (a
gain of Ps.12 million).
Sugarcane
Other
operating results, net, in the Sugarcane activity increased by Ps.6
million, from a loss of Ps.2 million in fiscal year 2015 to a gain
of Ps.4 million in fiscal year 2016.
Land Transformation and Sales
Other
operating results, net in the Land Transformation and Sales segment
in fiscal year 2016 were not associated to expenses whilst losses
for these expenses in fiscal year 2015 had amounted to Ps.5
million.
The
rest of the segments of the Agriculture Business did not exhibit
significant changes.
Urban
Properties and Investments Business
|
Fiscal
year ended June 30, 2016 (recast)
|
Other
Operating results, net
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Operations
Center in Argentina
|
|
|
|
|
|
Shopping
Malls
|
(61)
|
(2)
|
-
|
-
|
(63)
|
Offices and
Others
|
(7)
|
-
|
1
|
-
|
(6)
|
Sales and
Developments
|
(43)
|
5
|
4
|
-
|
(34)
|
Hotels
|
(2)
|
-
|
-
|
-
|
(2)
|
International
|
92
|
-
|
-
|
-
|
92
|
Financial
Operations, Corporate and Others
|
1
|
-
|
-
|
-
|
1
|
Total
Operations Center in Argentina
|
(20)
|
3
|
5
|
-
|
(12)
|
|
|
|
|
|
|
Operations
Center in Israel
|
|
|
|
|
|
Real
estate
|
(19)
|
-
|
-
|
-
|
(19)
|
Supermarkets
|
(13)
|
-
|
-
|
-
|
(13)
|
Total
Operations Center in Israel
|
(32)
|
-
|
-
|
-
|
(32)
|
Total
Urban Properties and Investments Business
|
(52)
|
3
|
5
|
-
|
(44)
|
|
Fiscal
year ended June 30, 2015 (recast)
|
Other
Operating results, net
|
|
Interests
in joint ventures
|
Inter-segment
eliminations
|
Expenses
and Collective Promotion Fund
|
|
|
|
Shopping
Malls
|
(47)
|
(2)
|
-
|
-
|
(49)
|
Offices and
Others
|
(119)
|
-
|
1
|
-
|
(118)
|
Sales and
Developments
|
(14)
|
-
|
1
|
-
|
(13)
|
International
|
215
|
-
|
-
|
-
|
215
|
Financial
Operations, Corporate and Others
|
(2)
|
-
|
-
|
-
|
(2)
|
Total
Urban Properties and Investments Business
|
33
|
(2)
|
2
|
-
|
33
|
Other
operating results, net in the Urban Properties and Investments
Business, Operations Center in Argentina, decreased by Ps.53
million, from a profit of Ps.33 million in fiscal year 2015 to a
loss of Ps.20 million in fiscal year 2016, primarily attributable
to decrease of profit for Ps.112 million in the segment Offices and
Others.
The
effect of consolidation in our joint ventures rose by Ps.5 million
primarily due to larger operating revenues in the joint ventures
Baicom and Cyrsa.
Inter-segment
eliminations increased by Ps.3 million, from a profit of Ps.2
million in fiscal year 2015 to a profit of Ps.5 million in fiscal
year 2016.
In
accordance with the details from business segment reporting and
considering all our joint ventures and the inter-segment
eliminations, Other operating results, net (from Operations Center
in Argentina) decreased from a gain of Ps.33 million in fiscal year
2015 to a loss of Ps.12 million in fiscal year 2016.
Operation Center in Argentina
Shopping Malls
The net
loss stemming from Other operating results, net in the Shopping
Malls segment shrank by 28.6%, from Ps.49 million in fiscal year
2015 to Ps.63 million in fiscal year 2016, primarily as consequence
of an adjustment of Ps.21 million to reflect the change in fair
value of investment properties, offset by a smaller charge for
lawsuits and contingencies of Ps.8 million.
The net
loss stemming from other operating results, measured as percentage
of revenues from the Shopping Malls segment, declined from 2.8% in
fiscal year 2015 to 2.6% in fiscal year 2016.
Offices and Others
The net
loss stemming from Other operating results, net associated to our
Offices and Others segment decreased by Ps.112 million, from Ps.118
million in fiscal year 2015 to Ps.6 million during fiscal year
2016, primarily attributable to the expenses for conveyances of
assets from IRSA to IRSA CP for Ps.110 million generated during
fiscal year 2015, among other items.
Sales and Developments
The net
loss stemming from Other operating results, net associated to our
Sales and Developments segment declined by Ps.21 million, from a
loss of Ps.13 million in fiscal year 2015 to a loss of Ps.34
million in fiscal year 2016, primarily as a consequence of the
profit registered during fiscal year 2015 for the sale of our
shareholding in Bitania for Ps.16 million, among other
items.
Hotels
The net
loss stemming from Other operating results, net associated to our
Hotels segment rose by Ps.2 million recorded during fiscal year
2016, primarily attributable to an increased charge for provisions
for lawsuits and contingencies.
International
Other
operating results, net in this segment exhibited a decrease by
Ps.123 million in net gain, from Ps.215 million in fiscal year 2015
to Ps.92 million in fiscal year 2016, primarily due to a reduction
in income caused by the partial reversal of accumulated
gains/(losses) from conversion. As of June 30, 2016, this reflects
primarily the reversal of the gains/(losses) for conversion before
the IDBD business combination whilst as of June 30, 2015, this
reflects the reversal of the reserve for conversion generated at
Rigby and due to the partial repayment of the company’s
principal.
Financial Operations, Corporate and Others
Other
operating results, net associated to our Financial Operations,
Corporate and Others segment rose by Ps.3 million, from a loss of
Ps.2 million in fiscal year 2015 to a gain of Ps.1 million in
fiscal year 2016.
Management fees
Management
fees amounted to Ps.534 million and Ps.145 million in fiscal year
2016 and 2015, respectively. This increase is attributable to the
amendment to the consulting agreement that the Company entered with
Consultores, which provides for the payment of a fee equivalent to
10% of our profits as advisory fees in connection with all kinds of
matters related to businesses and investments, in the agricultural,
real estate, financial, hotel and other sectors.
Profit from operations
As
consequence of the factors explained above, the Company’s
profit from operations increased by Ps.14,681 million (251.7%),
from a profit of Ps.5,832 million in fiscal year 2015 to a profit
of Ps.20,513 million in fiscal year 2016.
Agricultural Business
Profit
from operations in the Agricultural Business decreased by Ps.153
million (31.5%), from a profit of Ps.486 million in fiscal year
2015 to a profit of Ps.333 million in fiscal year
2016.
Profit
/ (loss) from operations in this activity rose by Ps.442 million
(181.9%), from a loss of Ps.243 million in fiscal year 2015 to a
profit of Ps.199 million in fiscal year 2016.
Cattle
Profit
from operations in this activity rose by Ps.72 million (146.9%),
from a profit of Ps.49 million in fiscal year 2015 to a profit of
Ps.121 million in fiscal year 2016.
Dairy
Profit
/ (loss) from operations in this activity fell by Ps.10 million
(166.7%), from a profit of Ps.6 million in fiscal year 2015 to a
loss of Ps.4 million in fiscal year 2016.
Sugarcane
Profit
from operations in this activity rose by Ps.35 million (291.7%),
from a profit of Ps.12 million in fiscal year 2015 to a profit of
Ps.47 million in fiscal year 2016.
Agricultural Rental and Services
Profit
from operations in this activity rose by Ps.6 million (13.6%), from
a profit of Ps.44 million in fiscal year 2015 to a profit of Ps.50
million in fiscal year 2016.
Land Transformation and Sales
Profit
from operations in this activity fell by Ps.655 million, from a
profit of Ps.665 million in fiscal year 2015 to a profit of Ps.10
million in fiscal year 2016.
Agro-industrial
Loss
from operations in this activity rose by Ps.28 million, from a loss
of Ps.35 million in fiscal year 2015 to a loss of Ps.63 million in
fiscal year 2016.
Other Segments and Corporate
Loss
from operations in this activity rose by Ps.15 million (125.0%),
from a loss of Ps.12 million in fiscal year 2015 to a loss of Ps.27
million in fiscal year 2016.
Urban
Properties and Investments Business
Profit
from operations in this segment rose by Ps.14,834 million (277.5%),
from a profit of Ps.5,346 million in fiscal year 2015 to a profit
of Ps.20,180 million in fiscal year 2016. This was mainly due to
the income obtained through the Operations Center in Israel for
Ps.765 million and an increase of 263.2% in the Operations Center
in Argentina, from Ps.5,346 million in fiscal year 2015 to
Ps.19,415 million in fiscal year 2016.
Operation Center in Argentina
Shopping Malls
Profit
from operations in our Shopping Malls segment increased by 773.4%,
from a profit of Ps.1,998 million in fiscal year 2015 to a profit
of Ps.17,451 million in fiscal year 2016.
Profit
from operations in our Shopping Malls segment, measured as a
percentage of the revenues derived from this segment, went from
112.4% in fiscal year 2015 to 725.3% in fiscal year
2016.
Offices and Others
Profit
from operations in our Offices and Others segment decreased by
21.6%, from a profit of Ps.1,918 million in fiscal year 2015 to a
profit of Ps.1,504 million in fiscal year 2016.
Profit
from operations in our Offices and Others segment, as a percentage
of the revenues derived from this segment, fell from 576.0% during
fiscal year 2015 to 442.4% in fiscal year 2016.
Sales and Developments
Profit
from operations in our Sales and Developments segment decreased by
49.1%, from a profit of Ps.1,295 million in fiscal year 2015 to a
profit of Ps.659 million in fiscal year 2016.
Profit
from operations in our Sales and Developments segment, as a
percentage of the revenues derived from this segment, increased
from 9,250.0% in fiscal year 2015 to 21,966.7% in fiscal year
2016.
Hotels
Loss
from operations in our Hotels segment decreased by 84.6% from a
loss of Ps.13 million in fiscal year 2015 to a loss of Ps.2 million
in fiscal year 2016.
International
Profit
from operations in our International segment decreased Ps.174
million (100.0%) in fiscal year 2016 compared to the previous
year.
Financial Operations, Corporate and Others
Loss
from operations in our Financial Operations, Corporate and Others
segment increased by 657.7%, from Ps.26 million in fiscal year 2015
to Ps.197 million in fiscal year 2016.
Share of profit/(loss) of associates and joint
ventures
Share
of loss of associates and joint venture increased Ps.1,132 million,
from a loss of Ps.859 million in fiscal year 2015 to a profit of
Ps.273 million in fiscal year 2016. Such increase was primarily
attributable to:
●
a profit of Ps.123
million from the Operations Center in Israel; and a profit by
Ps.987 million from the Operations Center in Argentina, mainly due
to lower losses of investments from the International segment in
fiscal year 2016 compared to 2015, partially offset by gains from
the Financial Operations, Corporate and Others segment in both
years,
●
in addition, share
of profit/(loss) of joint ventures, particularly, from NPSF
(Shopping Malls), Quality Invest (Offices) and Cyrsa. Puerto Retiro
and Baicom Networks (Sales and Developments) experienced a 46.1%
variation, from Ps.269 million in fiscal year 2015 to Ps.393
million in fiscal year 2016, primarily as result of a decline in
income from our joint venture Cyrsa S.A; and
●
an increase of
profit by Ps.22 million from the Agricultural Business, mainly
attributable to revenues derived from the investment in Agro-Uranga
(within the Crops activity).
Financial results, net
We
incurred a higher financial loss, net by Ps.4,834 million, from a
loss of Ps.1,290 million in fiscal year 2015 to a loss of Ps.6,124
million in fiscal year 2016. This was primarily attributable
to:
●
a higher loss of
Ps.2,721 million in foreign exchange, net in fiscal year
2016;
●
a higher loss of
Ps.1,264 million in net financial interest recorded in fiscal year
2016;
●
a higher loss of
Ps.1,422 million stemming from the fair value measurement of
financial assets in fiscal year 2016;
●
slightly offset by
gains of Ps.1,173 million stemming from derivative financial
instruments in fiscal year 2016.
Our
financial losses, net in fiscal year 2016 were primarily
attributable to (i) an increase in financial losses stemming from
the consolidation of IDBD for Ps.3,037 million; (ii) a Ps.3,249
million loss stemming from foreign exchange, primarily as a result
of the depreciation sustained by the foreign exchange rate, without
IDBD’s results; (iii) a Ps.1,246 million loss stemming from
interest accrued on debt financing, mainly due to increased
indebtedness and higher interest rates, without IDBD’s
results; (iv) a gain of Ps.662 million primarily attributable to
the fair value measurement of financial assets, without
IDBD’s results; and (v) a gain of Ps.1,138 million
attributable to derivative financial instruments (except
commodities), whitout IDBD’s results.
There
was a 65.5% variation in the U.S. dollar buying rate during fiscal
year 2016 (which increased from Ps.9.088 on June 30, 2015 to
Ps.15.040 on June 30, 2016) as compared to the previous fiscal
year, when the U.S. dollar quotation had experienced a less
significant variation of 11.7% (from Ps.8.133 on June 30, 2014 to
Ps.9.088 on June 30, 2015).
Income tax
Our
income tax expense increased Ps.4,437 million, from a loss of
Ps.1,396 million in fiscal year 2015 to a loss of Ps.5,833 million
in fiscal year 2016. The Company recognizes the income tax expense
on the basis of the deferred tax liability method, thus recognizing
temporary differences between accounting and tax assets and
liabilities measurements.
For
purposes of determining the deferred assets and liabilities and
according to the legal provisions enacted as of the date of
issuance of the financial statements for fiscal year 2016, a tax
rate has been applied to the identified temporary differences and
tax losses, which is that expected to be in force at the time of
their reversion or use.
Profit for the Fiscal Year
Due to
the above mentioned factors, our profit for the fiscal year
increased by Ps.6,875 million (306.5%), from a net profit of
Ps.2,243 million in fiscal year 2015 to a net profit of Ps.9,118
million in fiscal year 2016. Profit for fiscal years 2016 and 2015
is attributable to the controlling company’s shareholders and
non-controlling interest, as per the following detail:
●
Profit for the
fiscal year attributable to the controlling company’s
shareholders went from a profit of Ps.954 million in fiscal year
2015 to a profit of Ps.5,167 million in fiscal year 2016;
and
●
The non-controlling
interest in controlled companies went from a profit of Ps. 1,289
million in fiscal year 2015 to a profit of Ps. 3,951 million in
fiscal year 2016, primarily due to the consolidation of our
subsidiary IDBD.
B. LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Our
main sources of liquidity have historically been:
●
cash generated by
operations;
●
cash generated by
our issuance of common shares and non-convertible
notes;
●
cash proceeds from
borrowings (including cash from bank loans and overdrafts) and
financing arrangements (including cash from the exercise of
warrants); and
●
cash proceeds from
sale of investment and trading properties and property, plant and
equipment (including cash proceeds from the sale of
farmlands).
Our
main cash requirements or uses (other than in connection with our
operating activities) have historically been:
●
acquisition of
subsidiaries and non-controlling interest in
subsidiaries;
●
acquisition of
interest in associates and joint ventures;
●
capital
contributions to associates and joint ventures;
●
capital
expenditures in property, plant and equipment (including
acquisitions of farmlands) and investment and trading
properties;
●
payments of
short-term and long-term debt and payment of the related interest
expense; and
Our
liquidity and capital resources include our cash and cash
equivalents, proceeds from operating activities, sales of
investment properties, trading properties and farms, obtained bank
borrowings, long-term debts incurred and capital
funding.
Cash Flows
The
table below shows our cash flow for the fiscal years ended June 30,
2017, 2016 and 2015:
|
For
the fiscal year ended June 30,
|
|
|
|
|
|
|
|
|
|
|
Net cash generated
from operating activities
|
9,241
|
4,080
|
512
|
Net cash (used in)
/ generated from investing activities
|
(2,415)
|
8,627
|
855
|
Net cash generated
from / (used in) financing activities
|
1,910
|
(4,495)
|
(1,777)
|
Net
increase(decrease) in cash and cash equivalents
|
8,736
|
8,212
|
(410)
|
As of
June 30, 2017, we had positive working capital of Ps.17,169 million
(calculated as current assets less current liabilities as of such
date).
As of
June 30, 2017, in our Agricultural business, we had negative
working capital of Ps.1,701 million (calculated as current assets
less current liabilities as of such date), whose treatment is being
considered by the Board of Directors and the respective
Management.
As of
June 30, 2017, in our Urban Properties and Investments Business,
our Operation Center in Argentina had positive working capital of
Ps.3,872 million and our Operations Center in Israel had positive
working capital of Ps.14,998 million, resulting in a consolidated
positive working capital of Ps.18,870 million (calculated as
current assets less current liabilities as of such
date.
At the
same date, our Agricultural Business had cash and cash equivalents
of Ps.509 million while our Operations Center in Argentina had cash
and cash equivalents of Ps.2,041 million while our Operations
Center in Israel had cash and cash equivalents of Ps.22,813
million, totaling consolidated cash and cash equivalents for
Ps.25,363 million.
At the
same date, our Operations Center in Argentina had cash and cash
equivalents of Ps.2,041 million while our Operations Center in
Israel had cash and cash equivalents of Ps.22,813 million, totaling
consolidated cash and cash equivalents for Ps.24,854
million.
IDBD is
subject to certain restrictions and financial covenants in relation
to its financial debt, including its notes and loans from banks and
financial institutions. As concerns IDBD’s financial
position, flow of funds and capacity to discharge its financial
debt commitments, it should be noted that:
●
From September
2016, following the sale of Adama and the increased value recorded
by its subsidiaries in the market, IDBD believes it will be able to
secure financing in the market or refinance its debts. In this
regard, IDBD has recently completed successful placements of debt.
Moreover, it made early repayments of its financial debt and has
managed to renegotiate the financial restrictions related to its
debt.
●
DIC declared
dividends and IDBD received approximately NIS 271 million
(equivalent to approximately Ps.1,219 million), net of the exercise
of warrants.
●
In February 2017,
Standard & Poor’s Maalot (S&P Maalot) upgraded the
rating of IDBD’s notes from CCC to BB. Subsequently, in July
2017, S&P Maalot upgraded IDBD’s rating again to BBB with
a stable outlook.
●
IDBD sold part of
its interest in Clal and entered into a swap agreement for its
future sale.
For the
reasons explained above, IDBD understands that it has sufficient
resources to continue doing business for at least 12 months after
the date of these consolidated financial statements.
IDBD’s Board
of Directors has cash flow projections for 24 months until June 30,
2019 that assume that IDBD will receive, cash from the realization
of private investments directly held by IDBD. Therefore, IDBD
expects to satisfy all its obligations until the end of the second
quarter of 2019. Although the materialization of these plans does
not depend entirely on factors within its control, IDBD estimates
that it will be successful in the consummation of these or other
plans.
Based
on the foregoing, IDBD’s management believes that at present
there are no material uncertainties regarding its capacity to
operate as a going concern, in light of IDBD’s current
financial position, as it is capable of satisfying its financial
commitments as and when due, and its ability to carry its business
plan into execution.
Notwithstanding the
foregoing, IDBD expects to discharge financial liabilities for NIS
1,413 million (equivalent to approximately Ps.6,641 million as of
the date of these consolidated financial statements) in November
2019. Payment of these liabilities could be affected by factors
beyond IDBD’s control, including IDBD’s capacity to
implement its plan to sell its interest in Clal, taking into
account the mechanism determined by the Commissioner, the
requirements of the Concentration Law, and IDBD’s capacity to
deal with the implications of the Concentration Law and to satisfy
the specific requirements imposed on it regarding the control of
companies through a pyramidal structure.
IDBD
expects that the consideration to be received for the sale of Clal,
according to the mechanism imposed by the Commissioner (i.e., the
sale in tranches of 5% each every four months), to the extent it is
implemented, will be low or even significantly low as compared to a
sale in bulk of Clal’s controlling stake. However, the
Company believes that, even if it continued selling Clal’s
shares according to the Commissioner’s mechanism, it would
have additional cash flow available to satisfy its commitments in
November 2019. In the opinion of IDBD’s management, IDBD will
be able to address its commitments in due time and continue doing
business.
It
should be noted that the financial position of IDBD any and its
subsidiaries in the operations center in Israel does not adversely
affect IRSA´s cash flows to satisfy the debts of
IRSA.
Moreover,
the commitments and other restrictions resulting from IDBD’s
indebtedness have no effects on IRSA, as it qualifies as
non-recourse debt against IRSA, and IRSA has not given its assets
as collateral for such debt either.
Net cash provided by operating activities
Fiscal Year ended June 30, 2017 and 2016.
Net
cash provided by operating activities increased from a net cash
inflow of Ps.4,080 million during fiscal year ended June 30, 2016
to a net cash inflow of Ps.9,241 million during fiscal year ended
June 30, 2017. Net cash provided by discontinued operating
activities increased from a net cash inflow of Ps.77 million during
fiscal year ended June 30, 2016 to a net cash inflow of Ps.322
million during fiscal year ended June 30, 2017. Net cash provided
by continuing operating activities increased from a net cash inflow
of Ps.4,003 million during fiscal year ended June 30, 2016 to a net
cash inflow of Ps.8,919 million during fiscal year ended June 30,
2017, mainly due cash inflows related to a decrease in biological
assets of Ps.1,101 million, increase in trade and other payables of
Ps.1,437 million; partially offset by cash inflows related to an
increase in trade and other receivables Ps.1,177 million during
fiscal year ended June 30, 2017 compared to fiscal year ended June
30, 2016.
Our operating activities resulted in net cash inflows of Ps.9,241
million for the fiscal year ended on June 30, 2017, mainly due to
operating gains of Ps.8,555 million, provided by continuing
operating gains of Ps.11,573 million, partially offset by
discontinued operating loss of Ps.2,696 million. An increase of
Ps.1,886 million in trade and other payables, a decrease of
Ps.1,236 million in biological assets, a decrease in trading
properties of Ps.510 million and an increase of Ps.204 million in
payroll and social security liabilities, an increase in inventories of Ps.431 million,
partially offset by the income tax paid of Ps.968 million, an
increase in derivative financial instruments of Ps.91 million, and
an increase of Ps.1,829 million in trade and other
receivables.
Fiscal Year ended June 30, 2016 and 2015.
Net
cash provided by operating activities increased from a net cash
inflow of Ps.512 million during fiscal year ended June 30, 2015 to
a net cash inflow of Ps.4,080 million during fiscal year ended June
30, 2016. Net cash provided by discontinued operating activities
increased from a net cash inflow of Ps.77 million during fiscal
year ended June 30, 2016. Net cash provided by continuing operating
activities increased from a net cash inflow of Ps.512 million
during fiscal year ended June 30, 2015 to a net cash inflow of
Ps.4,003 million during fiscal year ended June 30, 2016, mainly due
cash inflows related to a decrease in biological assets of Ps.20
million, increase in trade and other payables of Ps.229 million;
partially offset by cash inflows related to an increase in trade
and other receivables of Ps.258 million, and decrease in trading
properties of Ps.202 million, during fiscal year ended June 30,
2016 compared to fiscal year ended June 30, 2015.
Our operating activities resulted in net cash inflows of Ps.4,080
million for the fiscal year ended on June 30, 2016, mainly due to
operating gains of Ps.5,057 million, provided by continuing
operating gains of Ps.5,501 million, partially offset by
discontinued operating loss of Ps.364 million. An increase of
Ps.709 million in trade and other payables, a decrease of Ps.135
million in biological assets, a decrease in trading properties of
Ps.202 million and an increase of Ps.52 million in payroll and
social security liabilities, an increase in inventories of Ps.114 million,
partially offset by the income tax paid of Ps.811 million, a
decreased in derivative financial instruments of Ps.46 million, and
an increase of Ps.392 million in trade and other
receivables.
Net cash used in investing activities
Fiscal Year ended June 30, 2017 and 2016.
Net
cash used in investing activities decreased from a net cash inflow
of Ps.8,627 million during fiscal year ended on June 30, 2016 to a
net cash outflow of Ps.2,415 million during fiscal year ended on
June 30, 2017. Net cash used in continuing investing activities
decreased from a net cash inflow of Ps.8,173 million during fiscal
year ended on June 30, 2016 to a net cash outflow of Ps.6,358
million during fiscal year ended on June 30, 2017. This variation
was mainly due to a decrease in cash incorporated by business
combination of Ps.9,193 million, a decrease in disposals of
investments in financial instruments of Ps.7,340 million, a
decrease in acquisition of property, plant and equipment for
Ps.2,511 million, an increase in acquisition of investment
properties for Ps.1,966 and a decrease in proceeds from sales of
investment properties for Ps.1.103. While, net cash generated from
discontinued investing activities increased from a net cash inflow
of Ps.454 million during fiscal year ended on June 30, 2016 to a
net cash inflow of Ps.3,943 million during fiscal year ended on
June 30, 2017.
Our
investing activities resulted in net cash outflows of Ps.2,415
million for the fiscal year ended on June 30, 2017. Discontinued
investing activities resulted in net cash inflows of Ps.3,943
million. While, our continuing investing activities resulted in net
cash outflows of Ps.6,358 million, mainly due cash outflows related
to the acquisition of investments in financial instruments,
acquisition of property, plant and equipment, and acquisition of
investment properties of Ps.6,317 million, Ps.3,646 million, and
Ps.2,854 million, respectively; partially offset by cash inflows
related to disposals of investments in financial instruments of
Ps.6,789 million.
Fiscal Year ended June 30, 2016 and 2015.
Net
cash generated from investing activities increased from a net cash
inflow of Ps.855 million during fiscal year ended on June 30, 2015
to a net cash inflow of Ps.8,627 million during fiscal year ended
on June 30, 2016. Net cash generated from continuing investing
activities increased from a net cash inflow of Ps.855 million
during fiscal year ended on June 30, 2015 to a net cash inflow of
Ps.8,173 million during fiscal year endedon June 30, 2016. This
variation was mainly due to an increase in disposals of investments
in financial instruments of Ps.9,642 million, an increase of cash
incorporated by business combination of Ps.9,193 million, and a
decrease in the outflows of acquisition of interest in joint
ventures and associates of Ps.1,242 million; this increase was
partially offset by an increase in the outflows of acquisition of investments in
financial instrument, acquisition of property, plant and equipment,
loans granted to joint ventures and associates of Ps.8,903, Ps.896,
Ps.852, respectively; and a decreased of proceeds from sales of
investment properties of Ps.1,053 million. While, net cash
generated from discontinued investing activities increased a net
cash inflow of Ps.454 million during fiscal year ended on June 30,
2016.
Our
investing activities resulted in net cash outflows of Ps.8,627
million for the fiscal year ended on June 30, 2016. Discontinued
investing activities resulted in net cash inflows of Ps.454
million. While, our continuing investing activities resulted in net
cash inflows of Ps.8,173 million, mainly due cash inflows related
to the disposals of investments in financial instruments, cash
incorporated by business combination, proceeds from sales of
investment properties of Ps.14,129 million, Ps.9,193 million, and
Ps.1,394 million, respectively; partially offset by cash outflows
related to acquisition of investments in financial instruments,
acquisition of property, plant and equipment, and acquisition of
investment properties of Ps.13,513 million, Ps.1,135 million, and
Ps.888 million, respectively.
Net cash used in financing activities
Fiscal Year ended June 30, 2017 and 2016.
Net
cash used in financing activities increased from a net cash outflow
of Ps.4,495 million during fiscal year ended June 30, 2016 to a net
cash inflow of Ps.1,910 million during fiscal year ended June 30,
2017. Net cash used in continuing financing activities increased
from a net cash outflow of Ps.3,996 million during fiscal year
ended June 30, 2016 to a net cash inflow of Ps.2,749 million,
during fiscal year ended on June 30, 2017. This variation was
mainly due to an increase of Ps.12,423 million in issuance of
non-convertible notes, an increase in sale of equity interest in
subsidiaries to non-controlling interest of Ps.2,652 million, an
increase of Ps.2,112 million in issuance of capital, and an
increase in borrowings for Ps.1,874; the decrease was partially
offset by an due to an increase cash outflows associated with
repayment of borrowings of Ps.4,705 million, dividends paid of
Ps.2,371 million, interest paid of Ps.2,220 million, proceeds from
derivative financial instruments of Ps.1,934, and repayment of
non-convertible notes of Ps.1,658 during fiscal year ended June 30,
2017 compared to fiscal year ended June 30, 2016. While, net cash
generated from discontinued financing activities increased from a
net cash outflow of Ps.499 million during fiscal year ended on June
30, 2016 to a net cash outflow of Ps.839 million during fiscal year
ended on June 30, 2017.
Our
financing activities resulted in net cash inflows of Ps.1,910
million for the fiscal year ended on June 30, 2017. Discontinued
financing activities resulted in net cash outflows of Ps.839
million. Continuing financing activities resulted in net cash
inflows of Ps.2,749 million, mainly due cash inflows related to
Issuance of non-convertible notes, borrowings, sale of equity
interest in subsidiaries to non-controlling interest and issuance
of capital for Ps.20,435 million, Ps.9,061 million, Ps.2,738
million and Ps.2,112 million, respectively; partially offset by
cash outflows Repayment of borrowings for Ps.15,656 million,
repayment of non-convertible notes s for Ps.5,949 million, interest
paid for Ps.5,918 million, dividends paid for Ps.2,610 million, and
acquisition of non-controlling interest in subsidiaries for
Ps.1,128 million.
Fiscal Year ended June 30, 2016 and 2015.
Net
cash used in financing activities increased from a net cash outflow
of Ps.1,777 million during fiscal year ended June 30, 2015 to a net
cash outflow of Ps.4,495 million during fiscal year ended June 30,
2016. Net cash used in discontinued financing activities increased
from a net cash outflow of Ps.499 million during fiscal year ended
June 30, 2016. Net cash used in continuing financing activities
increased from a net cash outflow of Ps.1,777 million during fiscal
year ended June 30, 2015 to a net cash outflow of Ps.3,996 million,
mainly due to an increase from a net cash outflow of Ps.9,501
million in repayment of borrowings, an increase of Ps.3,219 million
in repayment of non-convertible notes, an increase in interest paid
of Ps.2,899 million, an increase of Ps.1,160 million in acquisition
of non-controlling interest in subsidiaries; partially offset by
anincrease in the cash arising from issuance of non-convertible
notes of Ps.7,319 million, an increase in borrowings of Ps.5,689
million, and an increased of Ps.2,091 million in proceeds from
derivative financial instruments, during fiscal year ended June 30,
2016 compared to fiscal year ended June 30, 2015.
Our
financing activities resulted in net cash outflows of Ps.4,495
million for the fiscal year ended on June 30, 2016. Discontinued
financing activities resulted in net cash outflows of Ps.499
million. While, our continuing financing investing activities
resulted in net cash outflows of Ps.3,996 million, mainly due cash
outflows related to repayment of borrowings of Ps.10,951, repayment
of non-convertible notes and interest paid of Ps.4,291 million, and
Ps.3,698 million, respectively; partially offset by cash inflows
associated with the issuance of non-convertible notes of Ps.8,012
million, borrowings taking from financial entities of Ps.7,187
million.
Indebtedness
The
following table sets forth the scheduled maturities of our
outstanding debt as of June 30, 2017:
|
Currency
|
Anual
Average Interest Rate
|
|
|
|
Agricultural
business
|
|
|
|
Cresud ´s
Series XIV Notes
|
US$
|
1.50%
|
64
|
Cresud ´s
Series XVI Notes
|
US$
|
1.50%
|
218
|
Cresud ´s
Series XVIII Notes
|
US$
|
4.00%
|
68
|
Cresud ´s
Series XIX Notes
|
Ps.
|
27.50%
|
187
|
Cresud ´s
Series XX Notes
|
US$
|
2.50%
|
18
|
Cresud ´s
Series XXI Notes
|
Ps.
|
|
192
|
Cresud ´s
Series XXII Notes
|
US$
|
4.00%
|
44
|
Bank
loans
|
US$
|
Libor + 300 bp. or 6%
(the higher)
|
30
|
Bank
loans
|
US$
|
2.00%
|
20
|
Bank
loans
|
US$
|
5.60%
|
80
|
Bank
loans
|
Ps.
|
Rate
Survey PF 30-59 days
|
40
|
Bank
loans
|
Ps.
|
Libor 6M + 300 bp. or
6% (the higher)
|
15
|
Bank
loans
|
US$
|
2.10%
|
23
|
Bank
loans
|
US$
|
2.25%
|
5
|
Bank
loans
|
US$
|
1.70%
|
3
|
Bank
loans
|
US$
|
23.00%
|
50
|
Bank
loans
|
US$
|
3.50%
|
15
|
Bank
loans
|
US$
|
2.45%
|
20
|
Bank
loans
|
US$
|
1.65%
|
6
|
Bank
loans
|
US$
|
1.30%
|
17
|
Bank
loans
|
US$
|
5.00%
|
10
|
Bank
loans
|
US$
|
2.5%
|
3
|
Bank
loans
|
US$
|
4.8%
|
2
|
Bank
loans
|
Bol.
|
6.00%
|
6
|
Operation
Center in Argentina
|
Currency
|
Annual
Average Interest Rate
|
Nominal
value
(in
million at the inssuance currency)
|
Book
value
(in
million Ps.)
|
IRSA CP’s
2023 Notes
|
US$
|
8.75%
|
360
|
5,991
|
IRSA’s 2020
Notes
|
US$
|
11.50%
|
71
|
1,239
|
IRSA’s 2019
Notes
|
Ps.
|
|
384
|
387
|
IRSA’s 2019
Notes
|
US$
|
7.00%
|
184
|
3,041
|
Intercompany loan
with Cyrsa
|
Ps.
|
|
7
|
5
|
Bank loans –
ICBC
|
US$
|
5.95%
|
50
|
825
|
Financial
Leases
|
US$
|
|
-
|
4
|
Bank
loans
|
Ps.
|
21.20%
|
125
|
126
|
Bank
loans
|
Ps.
|
26.50%
|
5
|
2
|
Intercompany with
Equity Investee NPSF
|
Ps.
|
|
6
|
3
|
Bank loans and
others
|
Ps.
|
15.25%
|
1
|
-
|
Bank loans and
others
|
Ps.
|
29.02%
|
3
|
2
|
AABE
Debt
|
Ps.
|
|
44
|
67
|
Seller
financing
|
US$
|
N/A
|
2
|
39
|
Seller
financing
|
US$
|
3.50%
|
5
|
96
|
Bank
overdrafts
|
Ps.
|
|
|
77
|
Operation
Center in Israel
|
|
|
|
|
Non-convertible
Notes IDBD Serie G
|
NIS
|
4.50%
|
267
|
1,406
|
Non-convertible
Notes IDBD Serie I
|
NIS
|
4.95%
|
1,013
|
4,058
|
Non-convertible
Notes IDBD Serie J
|
NIS
|
6.60%
|
206
|
930
|
Non-convertible
Notes IDBD Serie K
|
NIS
|
4.84%
|
86
|
404
|
Non-convertible
Notes IDBD Serie L
|
NIS
|
7.58%
|
384
|
1,811
|
Non-convertible
Notes IDBD Serie M
|
NIS
|
8.08%
|
924
|
4,323
|
Non-convertible
Notes DIC Serie D
|
NIS
|
5.00%
|
103
|
-
|
Non-convertible
Notes DIC Serie F
|
NIS
|
4.95%
|
3,466
|
16,432
|
Non-convertible
Notes DIC Serie H
|
NIS
|
4.45%
|
93
|
510
|
Non-convertible
Notes DIC Serie I
|
NIS
|
6.70%
|
220
|
1,030
|
Non-convertible
Notes Shufersal Serie B
|
NIS
|
5.20%
|
95
|
577
|
Non-convertible
Notes Shufersal Serie D
|
NIS
|
2.99%
|
384
|
1,808
|
Non-convertible
Notes Shufersal Serie E
|
NIS
|
5.09%
|
827
|
4,159
|
Non-convertible
Notes Shufersal Serie F
|
NIS
|
4.30%
|
918
|
4,665
|
Non-convertible
Notes Cellcom Serie D
|
NIS
|
5.19%
|
300
|
1,731
|
Non-convertible
Notes Cellcom Serie F
|
NIS
|
4.60%
|
643
|
3,296
|
Non-convertible
Notes Cellcom Serie G
|
NIS
|
6.99%
|
228
|
1,169
|
Non-convertible
Notes Cellcom Serie H
|
NIS
|
1.98%
|
950
|
4,317
|
Non-convertible
Notes Cellcom Serie I
|
NIS
|
4.14%
|
804
|
3,821
|
Non-convertible
Notes Cellcom Serie J
|
NIS
|
2.62%
|
103
|
491
|
Non-convertible
Notes Cellcom Serie K
|
NIS
|
3.75%
|
304
|
1,445
|
Non-convertible
Notes PBC Serie C
|
NIS
|
5.00%
|
275
|
1,616
|
Non-convertible
Notes PBC Serie D
|
NIS
|
4.95%
|
1,317
|
8,085
|
Non-convertible
Notes PBC Serie F
|
NIS
|
4.95%
|
866
|
4,535
|
Non-convertible
Notes PBC Serie G
|
NIS
|
7.05%
|
595
|
3,288
|
Non-convertible
Notes PBC Serie H
|
NIS
|
4.55%
|
102
|
487
|
Non-convertible
Notes PBC Serie I
|
NIS
|
4.75%
|
932
|
4,502
|
Non-convertible
Notes PBC Gav-Yam Serie E
|
NIS
|
4.55%
|
141
|
832
|
Non-convertible
Notes PBC Gav-Yam Serie F
|
NIS
|
4.75%
|
1,887
|
12,346
|
Non-convertible
Notes PBC Gav-Yam Serie G
|
NIS
|
6.41%
|
107
|
528
|
Non-convertible
Notes PBC Ispro Serie B
|
NIS
|
5.40%
|
204
|
1,254
|
Non-convertible
Notes PBC Gav-Yam Serie A
|
NIS
|
3.19%
|
400
|
1,903
|
Bank loans and
others
|
NIS
|
|
83
|
372
|
Bank loans and
others
|
NIS
|
|
13
|
55
|
Bank loans and
others
|
NIS
|
|
7
|
32
|
Bank loans and
others
|
NIS
|
6.90%
|
164
|
783
|
Bank loans and
others
|
NIS
|
5.39%
|
9
|
43
|
Bank loans and
others
|
NIS
|
2.12%
|
56
|
253
|
Bank loans and
others
|
NIS
|
5.90%
|
55
|
248
|
Bank loans and
others
|
NIS
|
2.20%
|
55
|
238
|
Bank loans and
others
|
NIS
|
4.95%
|
-
|
2
|
Bank loans and
others
|
NIS
|
4.95%
|
-
|
2
|
Bank loans and
others
|
NIS
|
4.75%
|
-
|
1
|
Bank loans and
others
|
NIS
|
4.40%
|
-
|
1
|
Bank loans and
others
|
NIS
|
3.25%
|
-
|
2
|
Bank loans and
others
|
NIS
|
4.60%
|
400
|
1,917
|
Bank loans and
others
|
NIS
|
4.90%
|
140
|
677
|
Bank loans and
others
|
NIS
|
1.97%
|
31
|
150
|
Bank loans and
others
|
NIS
|
2.65%
|
83
|
385
|
Bank loans and
others
|
NIS
|
3.07%
|
14
|
70
|
Bank loans and
others
|
NIS
|
1.55%
|
44
|
222
|
Bank loans and
others
|
NIS
|
1.73%
|
43
|
270
|
Bank loans and
others
|
NIS
|
1.87%
|
92
|
436
|
Bank loans and
others
|
NIS
|
1.77%
|
71
|
339
|
Bank loans and
others
|
NIS
|
1.87%
|
45
|
220
|
Bank loans and
others
|
NIS
|
1.86%
|
36
|
172
|
Bank loans and
others
|
NIS
|
1.88%
|
93
|
448
|
Bank loans and
others
|
NIS
|
1.26%
|
325
|
1,551
|
Bank loans and
others
|
NIS
|
1.57%
|
17
|
82
|
Bank loans and
others
|
NIS
|
2.14%
|
50
|
231
|
Bank loans and
others
|
NIS
|
2.35%
|
1
|
5
|
Bank loans and
others
|
NIS
|
2.89%
|
4
|
19
|
Bank loans and
others
|
NIS
|
2.95%
|
4
|
19
|
Bank loans and
others
|
US$
|
5.57%
|
-
|
1,022
|
Bank loans and
others
|
US$
|
7.00%
|
-
|
715
|
Non-recourse
loan
|
US$
|
|
400
|
7,025
|
Others
|
NIS
|
|
347
|
1,655
|
Bank
overdrafts
|
NIS
|
3.5%
|
-
|
14
|
|
|
Urban properties and investments
|
|
|
Operations Center in Argentina
|
Operations Center in Israel
|
|
|
|
Less than 1
year
|
3,218
|
673
|
19,252
|
19,925
|
23,143
|
More than 1 and up
to 2 years
|
1,482
|
211
|
14,145
|
14,356
|
15,838
|
More than 2 and up
to 3 years
|
476
|
3,605
|
11,400
|
15,005
|
15,481
|
More than 3 and up
to 4 years
|
474
|
1,379
|
10,558
|
11,937
|
12,411
|
More than 4 and up
to 5 years
|
119
|
222
|
10,520
|
10,742
|
10,861
|
More than 5
years
|
-
|
5,886
|
51,560
|
57,446
|
57,446
|
|
5,769
|
11,976
|
117,435
|
129,411
|
135,180
|
Operations
Center in Argentina
On
March 3, 2016, IRSA and IRSA CP announced that they would launch
offers to buy in cash: (i) 11.50% Class II Notes due 2020 and
issued by IRSA for principal amount up to US$76.5 million, (ii) any
and 8.50% Class 1 Notes due 2017 and issued by IRSA, and (iii) any
and 7.875% Class 1 Notes notes due 2017 and issued by IRSA
CP.
On
March 23, 2016, IRSA CP issued Notes in an aggregate principal
amount of US$360 million under its Global Notes Program. Class II
Notes accrue interest semi-annually, at an annual fixed rate of
8.75% and mature on March 23, 2023. The issue price was 98.722% of
nominal value.
IRSA
CP’s Notes due 2023 are subject to certain covenants, events
of default and limitations, such as the limitation on incurrence of
additional indebtedness, limitation on restricted payments,
limitation on transactions with affiliates, and limitation on
merger, consolidation and sale of all or substantially all
assets.
To
incur additional indebtedness, IRSA CP is required to meet a
minimum 2.00 to 1.00 Consolidated Interest Coverage Ratio. The
Consolidated Interest Coverage Ratio is defined as Consolidated
EBITDA divided by consolidated interest expense. Consolidated
EBITDA is defined as operating income plus depreciation and
amortization and other consolidated non-cash charges.
The
Class II Notes contain financial covenants limiting IRSA CP’s
ability to declare or pay dividends in cash or in kind, unless the
following conditions are met at the time of payment:
a)
no Event of Default
shall have occurred and be continuing;
b)
IRSA CP may incur
at least US$1.00 worth of additional debt pursuant to the
“Restriction on Additional Indebtedness”;
c)
and the aggregate
amount of such dividend exceeds the sum of:
i.
100% of cumulative
EBITDA for the period (treated as one accounting period) from July
1, 2015 through the last day of the last fiscal quarter ended prior
to the date of such Restricted Payment minus an amount equal to 150% of
consolidated interest expense for such period; and
ii.
any reductions of
Indebtedness of IRSA on a consolidated bais after the Issue Date
any reductions of Indebtedness of after the Issue Date exchanged
for to Capital Stock of the IRSA or its Subsidiaries.
On
April 7, 2016, the Meeting of IRSA’s Notes holders by
majority vote approved the proposed amendments to IRSA’s 2017
Trust Indenture, which included basically the elimination of all
restrictive covenants on such class effective as of April 8,
2016.
During
the months of March, April and May of 2016, the Company acquired
all IRSA CP’s 7.875% Notes Class I due 2017 for a total
amount US$120 million and US$75.4 million of IRSA Notes. On October
11, 2016 the Company acquired the remaining US$74.6 million of
IRSA’s 8.50% Notes due 2017, so the following notes remains
outstanding:
●
IRSA’s Notes
Class II at 11.50% maturing in 2020 US$71.4 million.
Such
payments were accounted for as a cancellation of debt.
In
relation to financial covenants under 11.50% Notes due in 2020
issued by IRSA, the Meeting of Noteholders held on March 23, 2016
approved:
i.
to modify the
covenant on Limitation on Restricted Payments, so that the original
covenant was replaced so as to take into consideration IRSA’s
capability to make any restricted payment provided that (a) no
Event of Default has occurred and persisted, and (b) IRSA may incur
at least US$1.00 of additional debt pursuant to the Limitation on
Additional Indebtedness; and
ii.
the exclusion of
IDBD or any of its subsidiaries for purposes of the definition of
“Subsidiary” or any of the definitions or commitments
under the Trust Indenture of Notes due in 2020 and issued by IRSA
(regardless of whether the financial statements of any of these
companies has any time been consolidated into IRSA’s
financial statements).
iii.
a Supplementary
Trust Indenture reflecting all the amendments approved, entered
into with the Bank of New York Mellon on March 28,
2016.
On
September 8, 2016, IRSA issued Series VII and VIII Notes for an
aggregate amount of US$210 million:
a)
Series VII Notes
for a principal amount of Ps.384.2 million at BADLAR plus 299 bps
due on September 9, 2019.
b)
Series VIII Notes
for a principal amount of US$184.5 million at a fixed rate of 7%
due on September 9, 2019.
The
proceeds were mainly used to repay preexisting debt.
On
September 12, 2017, IRSA CP issued the Series IV Notes, for
US$140,000,000, bearing a fixed interest rate of 5.00%, which
matures on September 14, 2019. For more information, please see
“Recent developments - Issue
of Series IV Notes”
Operations
Center in Israel
IDBD is
subject to certain restrictions and financial covenants in relation
to its financial debt, including its notes and loans from banks and
financial institutions. For more information regarding IDBD’s
restrictions and financial covenants please see “B. Liquidity
and Capital Resources.”
C. RESEARCH AND DEVELOPMENTS, PATENTS AND LICENSES
Investments
in technology, in our agricultural business, amounted to Ps.48,
Ps.10 and Ps.10 million for fiscal years 2017, 2016 and 2015
respectively. Our total technology investments aimed to increase
the productivity of purchased land have amounted to Ps.503 million
since fiscal year 1995.
We
reach our objectives within this area through the implementation of
domestic and international technological development projects
focusing mainly on:
●
|
Quality
and productivity improvement.
|
●
|
Increase
in appreciation value of land through the development of marginal
areas.
|
●
|
Increase
in the quality of food in order to achieve global food safety
standards. We aim to implement and perform according to official
and private quality protocols that allow us to comply with the
requirements of our present and future clients. Regarding official
regulations, in 2003 we implemented the Servicio Nacional de
Sanidad y Calidad Agroalimentaria law on animal identificationfor
livestock in six farms. Simultaneously, in 2004 we implemented
Global GAP Protocols (formerly EurepGap) with the objective of
complying with European Union food safety standards and as a mean
for continuous improvement of the internal management and system
production of our farms. Our challenge is to achieve global quality
standards.
|
●
|
Certification
of suitable quality standards, since in recent years worldwide
agriculture has evolved towards more efficient and sustainable
schemes in terms of environmental and financial standpoints, where
the innocuousness and quality of the production systems is becoming
increasingly important. In this context, Good Agricultural
Practices (GAP) have emerged, as a set of practices seeking to
ensure the innocuousness of agricultural products, the protection
of the environment, the workers’ safety and well-being, and
agricultural health, with a view to improving conventional
production methods. Certification of such standards allows to
demonstrate the application of Good Agricultural Practices to
production systems and ensures product traceability, allowing to
impose stricter controls to verify the enforcement of the
applicable laws.
|
●
|
The
implementation of a system of control and assessment of
agricultural tasks for analyzing and improving efficiency in the
use of agricultural machinery hired. For each of the tasks, a
minimum standard to be fulfilled by contractors was set, which has
led to do an improvement in the plant stand upon sowing, a better
use of supplies and lower harvesting losses.
|
We have
several trademarks registered with the Instituto Nacional de la
Propiedad Industrial, the Argentine institute for industrial
property. We do not own any patents nor benefit from licenses from
third parties.
A
substantial part of Cellcom’s operations are subject to the
Communications Law, regulations enacted by the Ministry of
Communications, and the provisions of the licenses granted to
Cellcom by the Minister of Communications. Cellcom’s
activities which include providing cellular service, landline,
international telephone services and internet access, and
infrastructure services are subject to licensing. For more
information, please see “Legal framework – Operations
Center in Israel.”
D. TREND INFORMATION
International Macroeconomic Outlook
As
reported in the IMF’s “World Economic Outlook,”
global GDP expanded by 3.1% in 2016, slightly below the projections
mainly as a result of a strong decline in activity during the last
quarter in the year. World growth is expected to reach 3.5% in 2017
and 3.6% in 2018. In 2017 and 2018, growth in advanced economies is
expected to remain steady at about 2%, driven by the growth in the
United States of 2.3%, and in the Euro area, of 1.7%.
Emerging
economies continue facing challenges as regards the inflow of
foreign capital. Countries which are more flexible in terms of
foreign exchange responded better to the global flow of capital
than in previous decelerations.
The
IMF’s Primary Commodities Price Index increased by
15 percent between August 2016 and February 2017.
Mainly, oil exhibited a sustained negative trend until reaching a
historical low in February 2016, and it is expected to growth in a
percentage close to 28.9%. Soybean prices have remained broadly
unchanged on account of continued strength in animal protein demand
countering favorable supply conditions.
With
the uptick in commodity prices, a broadbased increase in headline
inflation rates is projected in both advanced and emerging market
and developing economies. In nearly all advanced economies,
inflation rates are expected to be higher in 2017 than
in 2016. For the advanced group as a whole, inflation is
forecast to be 2.0 percent in 2017, up from
0.8 percent in 2016, and to stabilize at about that level
over the next few years. Inflation in emerging market and
developing economies (excluding Argentina and Venezuela) is
projected to rise to 4.7 percent in 2017 from
4.4 percent last year, mostly reflecting higher commodity
prices.
Argentine macroeconomic context
On
April, 2017, IMF published its growth projection for 2017 and 2018
for 2.2% and 2.3%, increase of the GDP, respectively. This
projection was due to stronger consumption and public investment,
and reflects the gradual rebound of private investment and
exports.
Shopping
mall and supermarket sales reached a total Ps.5,249.6 million in
June 2017, which represents a 11.3% increase as compared to the
same period last year. Accumulated sales for the first six months
of the year totaled Ps.26,351 million, representing a 12.8%
increase as compared to the same period last year.
The
INDEC reports that, as of June 2017, industrial activity in
Argentina increased by 6.6% as compared to the same month in 2016.
Textile industry accumulated a 4.0% decline during the first six
months of the year as compared to the same period last
year.
Regarding
the balance of payments, in the first quarter of 2017 the current
account deficit reached US$6,871 million, with US$3,715 million
allocated to the goods and services trade balance, and US$3,676
million to the net primary income, and US$520 million to the net
secondary income.
During
the first quarter of 2017, the financial account showed net income
of US$6,556 million, accentuating the net indebtedness of same
quarter of the previous year, for which US $ 4,872 million were
estimated. As a result of the Balance transactions, the stock of
international reserves increased by US$11,535 million during the
first quarter of 2017.
Total
gross external debt stock at the end of March 2017 is estimated at
US$204,509 million, with an increase of US $ 16,293 million, 8.7%
compared to the previous quarter and US $ 28,237 million, 16.0%
compared to March 2016. 62.8% of the debt corresponds to the
Government; 6.6% to the BCRA; 16.6% to non-financial corporations
and households, 11.1% to direct investment between related
companies, 2.2% to deposit-taking companies and 0.8% to other
financial companies. The financial sector debt excluding the
Central Bank increased by US$493 million during the first quarter
of 2017, reaching a total of US$4,453 million.
In
local financial markets, the Private Badlar rate in Pesos ranged
from 18% to 27% in the period from July 2016 to June 2017,
averaging 20% in June 2017 against 29% in June 2016. As of June 30,
2016, the seller exchange rate was of Ps.16.63 pesos per
US$1.00. As of June 30, 2017, Argentina’s country risk
decreased by 86 basis points in year-on-year terms, maintaining a
high spread vis-à-vis the rest of the countries in the region.
The debt premium paid by Argentina was at 432 basis points in June
2017, compared to the 289 basis points paid by Brazil and 193 basis
points paid by Mexico.
Agriculture and Cattle Raising Sector in Argentina
Agriculture
Argentina
has positioned itself over the years as one of the world’s
leading food producers and exporters. It is the second largest
country in South America after Brazil and has particularly
favorable natural conditions for diversified agricultural
production: vast extensions of fertile land and varied soil and
weather patterns.
During
the decade of the nineties, the Argentine agriculture and cattle
raising industry experienced sweeping changes, such as a
significant increase in production and yield (thanks to a sustained
agricultural modernization process), relocation of production
(crops vs. livestock) and a significant restructuring process
within the industry, as well as increased land concentration.
Taking advantage of a favorable international context, the
agriculture and cattle raising sector has been one of the major
drivers of the Argentine recovery after the economic and financial
crisis of 2002.
During
the 2016/2017 crop season, soybean production was over 58 million
tons, an increase of 2% as compared to the previous
season.
Corn
production reached 41 million tons, 41% higher than in the previous
year.
The
policies implemented by the new government ever since taking office
have led to better projections for the agricultural industry.
Mainly, the strong devaluation of the peso and tax reductions on
exports have improved the situation of agricultural growers.
Withholding taxes on corn and wheat have been fully eliminated,
whereas withholding taxes on soybean have been lowered by 5% (to
30% down from 35%).
Cattle
As
reported by SENASA, with an aggregate stock of 53,353,787 heads as
of March 31, 2017, the cattle stock has increased by 1.4% as
compared to the same period of the previous year. For the fourth
year in a row, the cattle stock surpassed 51 million
heads.
As
reported by the Argentine Chamber of Beef Commerce and Industry
(Cámara de la Industria y
Comercio de Carnes y Derivados de la República
Argentina, “Ciccra”), consumption of cattle beef
per capita was 58.4 kilograms per year on average for the first
quarter of 2017, accounting for a year-on-year increase of 3.5%.
Domestic consumption accounts for 92.6% of production, representing
a year-on-year increase of 1.07%.
Milk Sector
The
United States Department of Agriculture projects that milk
production in Argentina for 2017 will be 10.7 million tons, lower
than in the previous year. However, farmers expect to increase
production, as prices have risen 59% as compared to the previous
year. Yet, production costs continue to pose challenges, as many
farmers operate at negative margins due to the high inflation
rates.
The
challenge faced by the industry scenario, coupled with unfavorable
weather conditions in the sector would imply that the most
efficient producers will remain in business, causing production per
cow to increase.
Evolution of Shopping Malls in Argentina
At June
2017, the Consumer Confidence Index (CCI) showed a 1.2% decline as
compared to June 2016, and a 23.4% decrease as compared to June
2015. Sales in Shopping Mall Properties in May 2017 reached a total
amount of Ps.4,572 million, which represented a 12.3% increase
compared to the same month in 2016. Accumulated sales for the first
five months of the year totaled Ps.21,101 million and reached a
13.2% percent variation compared to the same period the previous
year.
Evolution of Offices in Argentina
According
to Colliers International, as of March 2017, the A+ and A office
inventory increased as compared to 2016, at 1,757,659 sqm. In terms
of rental availability, there was a 0.3% increase in the vacancy
rate to 4.5% during the second quarter of 2017 compared to the same
period the previous year. These values indicate that the market is
healthy in terms of its operations, allowing an optimum level of
supply with balanced values. According to the market segments,
class A properties show a vacancy rate of 8.6% for the entire
stock, while A+ properties buildings show a vacancy rate of
4.5%.
Compared
to the previous quarter, a 3.3% increase was recorded (from US$24.3
per square meter to US$25.1 per square meter). Within this slight
increase there was a 0.3% decrease in rental prices for A+
properties (US$28.8 per square meter in the first quarter of 2017
against US$28.7 per square meter in the fourth quarter of 2016) and
a 1.2% decrease in rental prices for A properties (US$23.6 per
square meter in the first quarter of 2017 against US$23.3 per
square meter in the fourth quarter).
Evolution of the Hotel industry in Argentina
According
to the Hotel Vacancy Survey (EOH) prepared by INDEC, at May 2017,
stays at hotel and parahotel establishments were estimated at 2.8
million, 10.5% higher than the same month the previous year. Stays
by resident and nonresident travelers increased by 10.3% and 11.3%,
respectively. Total travelers who stayed at hotels during May were
1.3 million, a 9.9% increase compared to the same month the
previous year. The number of resident and nonresident travelers
rose by 10.0% and 9.6%, respectively. The 1.1 million resident
travelers represented 81.0% of the total number of travelers who
stayed at hotels. The Room Occupancy Rate in April was 35.3%,
showing a slight decline compared to the same month the previous
year. Moreover, the Bed Occupancy Rate for the same period was
25.2%, which represents a slight decrease compared to May
2016.
Israeli macroeconomic context
The
year 2016 was characterized by improvement in the economic
parameters in Israel, alongside an increase in growth to a level of
approximately 4.0% (as compared with approximately 2.5% in 2015),
and very low unemployment of approximately 4.3% (as compared with
approximately 5.3% in 2015). Growth per capita amounted in 2016 to
approximately 2.3%. At the end of December 2016, the Bank of Israel
updated the macro-economic forecast, according to which the
expected growth in 2017 and in 2018 is expected to amount to
approximately 3.2% and 3.1%, respectively. Additionally, the Bank
of Israel predicts a continued low unemployment rate of
approximately 4.6%. Israel is significantly affected by
developments in the global economy. Real global activity continued
to be moderate in 2016. Property & Building Corporation
estimates that its financial stability and the status of its
properties, cash balances and significant operating cash flows
which it generates will allow it to deal adequately with the
possible continuation of the economic crisis, and to continue
financing its activities and service its liabilities.
The
year 2016 was characterized by continued stability in the
revenue-generating real estate branch, which is reflected both on
the level of demand and on the level of rental prices and occupancy
rates. During the reporting period, demand for office, commercial,
industry and logistics areas was evident in most operating areas of
Property & Building in Israel, which were reflected in the
stability of prices and maintenance of a high occupancy rate of
approximately 97%.
In
2016, stability was apparent in the demand for residential
apartments in Israel, although in the months October to December of
2016, relatively low numbers of transactions were recorded, in
light of the decrease in acquisitions on the part of investors. In
2016, approximately 29,000 new apartments were sold (through
private and public initiative), a decrease of approximately 5%
relative to 2015. 2015, a year in which approximately 31,000 units
were sold, was a record year in terms of apartment sales in the
market, and the level of sales in 2016 is still higher than the
level in the years 2011-2014. In 2016, an increase was apparent in
the mortgage interest rate, which amounted to approximately 3.8%
per year (CPI-linked) at the end of 2016, as compared with
approximately 2.6% at the end of 2015. The inventory of new
apartments in the market (through private and public initiative)
amounted, in November 2016, to approximately 31,000 residential
units, as compared with approximately 28,000 residential units at
the end of 2015.
According
to the OECD, for the year ended at December 31, 2015,
Israel’s growth reached 2.5%. Israel’s economic growth
is projected to remain at 2.5% in 2016, before rising to 3% in
2017.
Since
March 2015, the Bank of Israel has kept interest rates at 0.10% and
has continued with its policy to intervene in the currency market
to support economic policies. For both July and August 2016, the
Monetary Committee also decided to leave the interest rate at the
same level. Similar to the announcements of the interest rate
decisions for November and December of 2015, all announcements in
the first half of 2016 included guidance that monetary policy is
expected to remain accommodative for a considerable
time.
Since
March 2015, the Bank of Israel has pursued a policy to intervene in
the currency market. It continued to purchase foreign currency,
purchasing US$4 billion, about US$0.9 billion of which were
purchased as part of the program intended to offset the effects of
natural gas production on the exchange rate. The rest were
purchased as part of a program designed to moderate excessive
fluctuations in the exchange rate.
During
the twelve months ending June 30, 2016, the CPI in Israel declined
by 0.8%. The energy component continued to contribute to the
decline of the CPI, as a result of the sharp decline in global oil
prices, even though this trend reversed itself during the first
half of the year.
During
the first half of 2016, the shekel remained stable in terms of the
nominal effective exchange rate (the average in June relative to
the average in December), and relative to the U.S. dollar. Relative
to the euro, the shekel appreciated by about 3%. Various models of
the equilibrium exchange rate indicate that the shekel may be
overvalued.
Activity
in the housing market remained robust during the reviewed period:
Home prices continued to increase, and the volumes of transactions
and of new mortgages originated remain high. At the beginning of
the first half of 2016, the Research Department presented a
forecast in which it projected that inflation would return to
within the target range at the beginning of 2017, and that the Bank
of Israel interest rate would increase gradually starting in the
last quarter of 2016.
In
regards to the seasonality, in Israel retail segment business
results are subject to seasonal fluctuations as a result of the
consumption behavior of the population proximate to the Pesach
holidays (March and/or April) and Rosh Hashanah and Sukkoth
holidays (September and/or October). This also affects the balance
sheet values of inventory, customers and suppliers. Our revenues
from cellular services are usually affected by seasonality with the
third quarter of the year characterized by higher roaming revenues
due to increased incoming and outgoing tourism.
E. OFF-BALANCE SHEET ARRANGEMENTS
Agricultural Business
In the
ordinary course of business, FyO guarantees certain brokerage
transactions. Under the agreement, FyO guarantees the performance
of the producer in case it does not comply with the physical
delivery. We have recourse against the non-performing party. As of
June 30, 2017, the value of transacted merchandise for which
guarantees were granted amounted to Ps.58 million. As of the date
of this annual report, there were non-performing parties under the
agreements for which we had to respond as guarantor. As of the date
of this annual report, the value of transacted merchandise for
which guarantees were granted amounted to Ps.135.8
million.
Urban Properties and Investment Business
As of
June 30, 2017, IRSA did not have any off-balance sheet
transactions, arrangements or obligations with unconsolidated
entities or others that are reasonably likely to have a material
effect on our financial condition, results of operations or
liquidity.
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
followings tables show our contractual obligations, as of June 30,
2017.
As
of June 30, 2017
|
|
|
|
|
|
|
Trade and other
payables
|
18,756
|
2,527
|
698
|
2
|
5
|
21,988
|
Borrowings
(excluding finance lease liabilities)
|
29,212
|
20,331
|
22,143
|
14,082
|
74,420
|
160,188
|
Finance leases
obligation
|
21
|
14
|
6
|
5
|
98
|
144
|
Purchase
obligation
|
1,135
|
1,140
|
873
|
5
|
-
|
3,153
|
Derivative
financial instruments
|
95
|
76
|
-
|
-
|
-
|
171
|
Operating
leases
|
2,860
|
2,022
|
2,045
|
2,045
|
4,489
|
13,461
|
Total
|
52,079
|
26,110
|
25,765
|
16,139
|
79,012
|
199,105
|
Where
the interest payable is not fixed, the amount disclosed has been
determined by reference to the existing conditions at the reporting
date.
G. SAFE HARBOR
See the
discussion at the beginning of this Item 5 and “Disclosure
regarding forward looking statements” in the introduction of
this annual report, for forward-looking statement safe harbor
provisions.
For
information about Production and Sales, please see “Item 5.A.
Consolidated Operating Results.”
Item 6. Directors, Senior Management and Employees
A. DIRECTORS AND SENIOR MANAGEMENT
Board of Directors
We are
managed by a board of directors, which consists of nine directors
and three alternate directors. Each director and alternate director
is elected by our shareholders at an annual ordinary meeting of
shareholders for a three-year term, provided, however, that only
one third of the board of directors is elected each year. The
directors and alternate directors may be re-elected to serve on the
board unlimited number of times. There are no arrangements or
understandings pursuant to which any director or person from our
senior management is appointed.
Our
current board of directors was elected at the shareholders’
meetings held on November 14, 2014, October 30, 2015 and October
31, 2016 for terms expiring in the years 2017, 2018 and 2019,
respectively.
Our
current directors are as follows:
Directors(1)
|
Date of Birth
|
Position in Cresud
|
Term Expires(2)
|
Date of Current Appointment
|
Current Position Held Since
|
Eduardo
Sergio Elsztain
|
01/26/1960
|
Chairman
|
06/30/17(3)
|
11/14/14
|
1994
|
Saúl
Zang
|
12/30/1945
|
First
Vice-Chairman
|
06/30/17(3)
|
11/14/14
|
1994
|
Alejandro
Gustavo Elsztain
|
03/31/1966
|
Second
Vice-Chairman and CEO
|
06/30/19
|
10/31/16
|
1994
|
Gabriel
A.G. Reznik
|
11/18/1958
|
Regular
Director
|
06/30/18
|
10/30/15
|
2003
|
Jorge
Oscar Fernández
|
01/08/1939
|
Regular
Director
|
06/30/18
|
10/30/15
|
2003
|
Fernando
Adrián Elsztain
|
01/04/1961
|
Regular
Director
|
06/30/19
|
10/31/16
|
2004
|
Pedro
Damasco Labaqui Palacio
|
02/22/1943
|
Regular
Director
|
06/30/18
|
10/30/15
|
2006
|
Daniel
E. Mellicovsky
|
01/17/1948
|
Regular
Director
|
06/30/17(3)
|
11/14/14
|
2008
|
Alejandro
Gustavo Casaretto
|
10/15/1952
|
Regular
Director
|
06/30/17(3)
|
11/14/14
|
2008
|
Gastón
Armando Lernoud
|
06/04/1968
|
Alternate
Director
|
06/30/17(3)
|
11/14/14
|
1999
|
Enrique
Antonini
|
03/16/1950
|
Alternate
Director
|
06/30/19
|
10/31/16
|
2007
|
Eduardo
Kalpakian
|
03/03/1964
|
Alternate
Director
|
06/30/19
|
10/31/16
|
2007
|
(1)
The business
address of our management is Moreno 877, 23rd Floor, (C1091AAQ)
Buenos Aires, Argentina.
(2)
Term expires at the
annual ordinary shareholders’ meeting.
(3)
These position will
be considerated in the annual ordinary shareholders´meeting
that will take place October 31, 2017.
Gabriel
A. G. Reznik, Jorge Oscar Fernandez, Pedro Dámaso Labaqui
Palacio, Daniel Elias Mellicovsky, Enrique Antonini and Eduardo
Kalpakian, qualify as independent, in accordance with the CNV
Rules.
The
following is a brief biographical description of each member of our
board of directors:
Eduardo Sergio
Elsztain. Mr. Elsztain has been engaged in the
real estate business for more than twenty five years and has served
as chairman of our board of directors since 1994. He is chairman of
the board of directors of IRSA CP, IRSA, Cresud, BrasilAgro,
Austral Gold Ltd. and Banco Hipotecario, among others. He is
also chairman of the board of directors of IDBD Development
Corporation Ltd. and Discount Investment Corporation.
Mr. Elsztain is also a member of the World Economic Forum, the
Council of the Americas, the Group of 50 and Argentina’s
Business Association (AEA). He is President of Fundación IRSA,
which promotes education initiatives targeting children and young
adults; President of TAGLIT—Birthright Argentina; Co-Founder
of Endeavor Argentina; and Vice-President of the World Jewish
Congress. He is Fernando Adrián Elsztain’s cousin and
Alejandro Gustavo Elsztain and Daniel Ricardo Elsztain’s
brother.
Saúl
Zang. Mr. Zang
obtained a law degree from the University of Buenos Aires. He is a
member of the International Bar Association and of the
Interamerican Federation of Lawyers. He is a founding partner of
Zang, Bergel & Viñes Law Firm. Mr. Zang is
chairman of the board of directors of Puerto Retiro S.A. and
vice-chairman of the board of directors of IRSA, Fibesa S.A.
and Cresud, among other companies. He is also a member of the board
of directors of Banco Hipotecario, Nuevas Fronteras S.A.,
BrasilAgro Companhia Brasileira de Propiedades Agrícolas, IDBD
Development Corporation Ltd., BACS Banco de
Crédito & Securitización S.A.,
Tarshop S.A. and Palermo Invest S.A., among other
companies.
Alejandro Gustavo
Elsztain.
Mr. Elsztain obtained a degree in agricultural engineering
from the University of Buenos Aires. He is currently chairman of
the board of directors of Fibesa S.A., and second
vice-chairman of the boards of directors of IRSA and Cresud. In
addition, he is vice-chairman of the boards of directors of Nuevas
Fronteras S.A. and Hoteles Argentinos S.A. He is also a
member of the boards of directors of BrasilAgro Companhia
Brasileira de Propiedades Agrícolas, Emprendimientos
Recoleta S.A. and IDBD Development Corporation Ltd.,
among other companies. Mr. Alejandro Gustavo Elsztain is the
brother of our chairman, Eduardo Sergio Elsztain and of Daniel
Ricardo Elsztain. He is also Fernando Adrián Elsztain’s
cousin.
Gabriel A. G. Reznik. Mr. Reznik obtained a degree in Civil
Engineering from University of Buenos Aires (Universidad de Buenos Aires). He worked
for IRSA since 1992 until May 2005 at which time he resigned. He
had formerly worked for an independent construction company in
Argentina. He is director of the board of Banco Hipotecario, among
other companies.
Jorge Oscar Fernández. Mr. Fernández obtained a
degree in Economic Sciences from University of Buenos Aires
(Universidad de Buenos
Aires). He has performed professional activities at several
banks, financial corporations, insurance firms and other companies
related to financial services. He is also involved in many
industrial and commercial institutions and associations.
Fernando Adrián Elsztain. Mr. Elsztain studied
architecture at Universidad de Buenos Aires. He has been engaged in
the real estate business as a consultant and as managing officer of
a real estate company. He is chairman of the Board of Directors of
Palermo Invest S.A. and Nuevas Fronteras S.A. He is also a director
of Hoteles Argentinos S.A. and Llao Llao Resorts S.A., and an
alternate director of Banco Hipotecario and Puerto Retiro. Mr.
Fernando Adrián Elsztain is cousin of our Chairman, Eduardo
Sergio Elsztain, and our directors
Alejandro Gustavo Elsztain and Daniel Ricardo
Elsztain.
Pedro Damaso Labaqui Palacio. Mr. Labaqui obtained a law degree
from University of Buenos Aires (Universidad de Buenos Aires). He is
also director of Bapro Medios de Pago S.A., Permanent Syndic of
Bayfe S.A. Fondos Comunes de Inversión, director and member of
the Supervisory Committee of J. Minetti S.A., and Director of REM
Sociedad de Bolsa S.A.
Daniel E. Mellicovsky. Mr. Mellicovsky obtained a degree in
accounting from the University of Buenos Aires (Universidad de
Buenos Aires). He has served as director of several companies of
the agricultural, food supplies, financial and hotel development
sectors.
Alejandro Gustavo Casaretto Mr. Casaretto obtained a degree
in agricultural engineering from University of Buenos Aires
(Universidad de Buenos
Aires). He has served as our technical manager, farm
manager, and technical coordinator since 1975.
Gastón Armando Lernoud. Mr. Lernoud obtained a law
degree from El Salvador University (Universidad de El Salvador) in 1992. He
obtained a Masters degree in Corporate Law in 1996 from Palermo
University (Universidad de
Palermo). He was a senior associate member of Zang, Bergel
& Viñes law firm until June 2002, when he joined our
Company’s lawyers team.
Enrique Antonini. Mr. Antonini holds a degree in law from
the University of Buenos Aires (Universidad de Buenos Aires). He is
currently a member of the board of directors of Banco Mariva S.A.
(since 1992). He has also served as director of IRSA from 1993 to
2002, and at present he is alternate director of IRSA. He is member
of the Banking Lawyers Committee and the International Bar
Association.
Eduardo Kalpakian. Mr. Kalpakian holds a degree in business
from the University of Belgrano (Universidad de Belgrano). He has also
an MBA from the CEMA University of Argentina. He has been director
for 25 years of Kalpakian Hnos. S.A.C.I., a leading carpet
manufacturer and flooring distributor in Argentina. Currently he is
vice-chairman of such company’s board and CEO. He is also
vice-chairman of the board of La Dormida S.A.A.C.E I.
Employment contracts with our directors and certain senior
managers
We do
not have written contracts with our directors. However, Messrs.
Eduardo S. Elsztain, Saúl Zang, Alejandro G. Elsztain,
Fernando A. Elsztain, Alejandro G. Casaretto and Gastón
Armando Lernoud are employed by us under the Labor Contract Law No.
20,744.
Law No.
20,744 governs certain conditions of the labor relationship,
including remuneration, protection of wages, hours of work,
holidays, paid leave, maternity protection, minimum age
requirements, protection of young workers and suspension and
termination of the contract.
Senior Management
Senior
management performs its duties in accordance with the instructions
of our board of directors. There are no arrangements by which a
person is selected as a member of our senior
management.
The
following table shows information about our current senior
management of the Operations Center in Argentina (designated by the
board of directors meeting):
Name
|
Date of Birth
|
Position
|
Current Position Held Since
|
Alejandro
G. Elsztain
|
03/31/1966
|
CEO
|
1994
|
Carlos
Blousson
|
09/21/1963
|
General
Manager for Argentina and Bolivia Operations
|
2008
|
Matías
I. Gaivironsky
|
02/23/1976
|
Chief
Financial and Administrative Officer
|
2011
|
Alejandro
Casaretto
|
10/15/1952
|
Chief
Regional Agricultural Officer
|
2008
|
Walter Daniel Vallini
|
07/09/1971
|
Compliance Officer
|
2017
(1)
|
(1)
Appointed on
October 23, 2017.
The
following is a biographical description of each of our senior
managers who are not directors:
Matías Iván Gaivironsky. Mr. Matías
Gaivironsky obtained a degree in business administration from
Universidad de Buenos Aires. He has a Master in Finance from
Universidad del CEMA. Since 1997 he has served in various positions
at IRSA, IRSA CP and the Company, and he has served as Chief
Financial Officer since December 2011. In early 2016, he was also
designated as Administrative Officer. In 2008 he served as Chief
Financial Officer in Tarshop and was later appointed Manager of the
Capital Markets and Investor Relations Division of IRSA, IRSA CP
and the Company.
Carlos Blousson. Mr. Blousson obtained a degree in
agricultural engineering from University of Burnos Aires
(Universidad de Buenos
Aires). He has been working as our Chief Sales Officer since
1996. Prior to joining us, he worked as a futures and options
operator at Vanexva Bursátil –Sociedad de Bolsa.
Previously, he worked as a farmland manager and a technical advisor
at Leucon S.A.
Walter Daniel Vallini. Mr. Vallini
obtained a degree in administration from Universidad del Museo
Social Argentino and also has a degree in philosophy from
Universidad de Buenos Aires. He has a Master in Economy and
Business Administration from Escuela Superior de Economía y
Administración de Empresas (ESEADE). Since 2002 he has served
in various positions at BBVA Banco Francés and in April, 2013,
he was designated as Director in regulatory compliance. He is also
the Compliance Officer of IRSA and IRSA CP.
The
following table shows information about our current senior
management of the Operations Center in Israel:
Name
|
Date of birth
|
Position
|
Current position held since
|
Sholem
Lapidot
|
10/22/1979
|
Chief
Executive Officer
|
2016
|
Gil
Kotler
|
04/10/1966
|
Chief
Financial Officer
|
2016
|
Aaron
Kaufman
|
03/03/1970
|
VP
& General Counsel
|
2015
|
Sholem Lapidot. Mr. Lapidot has studied Rabbinical
Studies and Jewish Philosophy in Argentina, Canada and Israel. Mr.
Lapidot serves as CEO and director in DIC since January 2016., and
as a director in several subsidiaries of IDBD. Mr. Lapidot has been
the CEO of IDBD since January 2016.
Gil Kotler. Mr.
Kotler obtained a bachelors’ degree in economics and
accounting from Tel Aviv University in Israel in 1993 as well as a
GMP at Harvard Business School in 2011. He serves as the chief
financial officer of IDBD since April 2016 and the chief financial
officer of DIC since January 2016. Mr. Kotler also serves as a
director in several subsidiaries of IDBD.
Aaron Kaufman
Mr. Kaufman obtained a law degree in Tel Aviv University in 1996.
He has been partner in Epstein Law Firm until November 2015, when
he joined IDBD as a VP and General Counsel. Mr. Kaufman serves as
VP and General Counsel in DIC since April 2016 and as a director in
several subsidiaries of IDBD.
Executive Committee
Pursuant
to our by-laws, our day-to-day business is managed by an executive
committee consisting of a minimum of four and a maximum of seven
directors and one alternate member, among which there should be the
chairman, first vice-chairman and second vice-chairman of the board
of directors. The current members of the Executive Committee are
Messrs. Eduardo S. Elsztain, Saúl Zang, Alejandro Elsztain and
Fernando A. Elsztain.
The
executive committee is responsible for the management of the
day-to-day business pursuant to authority delegated by our board of
directors in accordance with applicable law and our by-laws. Our
by-laws authorize the executive committee to:
●
|
designate
the managers and establish the duties and compensation of such
managers;
|
●
|
grant
and revoke powers of attorney to attorneys-at-law on behalf of
us;
|
●
|
hire,
discipline and fire personnel and determine wages, salaries and
compensation of personnel;
|
●
|
enter
into contracts related to our business;
|
●
|
manage
our assets;
|
●
|
enter
into loan agreements for our business and set up liens to secure
our obligations; and
|
●
|
perform
any other acts necessary to manage our day-to-day
business.
|
Supervisory Committee
Our
Supervisory Committee is responsible for reviewing and supervising
our administration and affairs, and verifying compliance with the
bylaws and the decisions adopted at shareholders’ meetings
pursuant to the provision of the General Companies Law. The members
of the Supervisory Committee are appointed at the annual general
ordinary shareholders’ meeting for a term of one year. The
Supervisory Committee is composed of three members and three
alternate members.
The
following table shows information about the members of our
Supervisory Committee, who were elected in the annual general
ordinary shareholders’ meeting which was held on October 31,
2016:
Member
|
Date of Birth
|
Position
|
José
Daniel Abelovich
|
07/20/1956
|
Member
|
Marcelo
Héctor Fuxman
|
11/30/1955
|
Member
|
Noemí
Ivonne Cohn
|
05/20/1959
|
Member
|
Roberto
Daniel Murmis
|
04/07/1959
|
Alternate
Member
|
Alicia
Graciela Rigueira
|
12/02/1951
|
Alternate
member
|
Sergio
Leonardo Kolaczyk
|
11/28/1964
|
Alternate
member
|
All
members of the supervisory committee qualify as independent, in
accordance with CNV Resolution No. 400/2002 Rules.
Set
forth below is a brief biographical description of each member of
our Supervisory Committee:
José Daniel Abelovich. Mr. Abelovich obtained a degree
in accounting from the University of Buenos Aires (Universidad de Buenos Aires). He is a
founding member and partner of Abelovich, Polano & Asociados
S.R.L. / firm member of Nexia International, a public accounting
firm in Argentina. Formerly, he had been a manager of Harteneck,
López y C’a/Coopers & Lybrand and has served as a
senior advisor in Argentina for the United Nations and the World
Bank. He is a member of the Supervisory Committees of IRSA, IRSA
Propiedades Comerciales, Hoteles Argentinos S.A., Inversora
Bolívar, and Banco Hipotecario S.A, among other
companies.
Marcelo Héctor Fuxman. Mr. Fuxman obtained a degree in
accounting from the University of Buenos Aires (Universidad de Buenos Aires). He is a
partner of Abelovich, Polano & Asociados S.R.L. / firm member
of Nexia International, a public accounting firm in Argentina. He
is also a member of the Supervisory Committees of IRSA, IRSA
Propiedades Comerciales, Inversora Bolívar, and Banco
Hipotecario, among other companies.
Noemí Ivonne Cohn. Mrs. Cohn obtained a degree in
accounting from the University of Buenos Aires (Universidad de Buenos Aires). Mrs.
Cohn is a partner at Abelovich, Polano & Asociados S.R.L. /
firm member of Nexia International, public accounting firm in
Argentina, and works in the audit area. Mrs. Cohn worked in the
audit area in Harteneck, Lopez and Company, Coopers & Lybrand
in Argentina and in Los Angeles, California. Mrs. Cohn is member of
the Supervisory Committees of IRSA and IRSA Propiedades
Comerciales, among other companies.
Roberto Daniel Murmis. Mr. Murmis holds a degree in
accounting from the University of Buenos Aires (Universidad de Buenos Aires). Mr.
Murmis is a partner at Abelovich, Polano & Asociados S.R.L /
firm member of Nexia International, a public accounting firm in
Argentina. Mr. Murmis worked as an advisor to the Public Revenue
Secretariat, Argentine Ministry of Economy. Furthermore, he is a
member of the Supervisory Committee of IRSA, IRSA Propiedades
Comerciales, Futuros y Opciones S.A., and Llao Llao Resorts S.A.,
among other companies.
Alicia Graciela Rigueira. Mrs. Rigueira holds a degree in
accounting from the University of Buenos Aires (Universidad de Buenos Aires). Since
1998 she has been a manager at Estudio Abelovich, Polano &
Asociados / firm member of Nexia International, a public accounting
firm in Argentina. From 1974 to 1998, Mrs. Rigueira performed
several functions in Harteneck, Lopez y Cia. affiliated with
Coopers & Lybrand. Mrs. Rigueira lectured at the School of
Economic Sciences of Lomas de Zamora University.
Sergio Leonardo Kolaczyk. Mr. Kolaczyk obtained a degree in
accounting from the Universidad de Buenos Aires (Universidad de Buenos Aires). He is a
professional of Abelovich, Polano & Asociados S.R.L. / firm
member of Nexia International, a public accounting firm in
Argentina. He is also an alternate member of IRSA Inversiones y
Representaciones Sociedad Anónima and IRSA Propiedades
Comerciales S.A’s Supervisory Committees.
KEY EMPLOYEES
There
are no key employees.
B. COMPENSATION
Compensation of directors
Under
the Argentine Law, if the compensation of the members of the Board
of Directors is not established in the by-laws of the Company, it
should be determined by the shareholders’ meeting. The
maximum amount of total compensation to the members of the Board of
Directors, including compensation for technical or administrative
permanent activities, cannot exceed 25% of the earnings of the
Company. That amount should be limited to 5% when there is no
distribution of dividends to shareholders and will be increased
proportionally to the distribution, in accordance with the formulas
and scales set forth under the CNV Rules. When one or more
directors perform special commissions or technical or
administrative activities, and there are no earnings to distribute
or they are reduced, the shareholding meeting shall approve
compensation in excess of the above metioned limits.
The
compensation of our directors for each fiscal year is determined
pursuant to Argentine law, and taking into consideration whether
the directors performed technical or administrative activities and
our fiscal year’s results. Once the amount is determined, it
is considered at the shareholders’ meeting.
At our
shareholders’ meeting held on October 31, 2016, a
compensation for an aggregate amount of Ps.18,985,218 was approved
for all of our directors for the fiscal year ended June 30,
2016.
Compensation of Supervisory Committee
Our
shareholders’ meeting held on October 31, 2016 further
approved by majority vote a compensation for an aggregate amount of
Ps.600,000 to our Supervisory Committee for the fiscal year ended
June 30, 2016.
Compensation of Senior Management
Our
senior management is paid a fixed amount established by taking into
consideration their background, capacity and experience and an
annual bonus which varies according to their individual performance
and our results.
The
total and aggregate compensation paid to our senior management of
the Operations Center in Argentina and the Agricultural Business
for the fiscal year 2017, was Ps.6,600,453.
The
aggregate compensation paid to our Senior Management of the
Operations Center in Israel since we gained control of IDBD on
October 11, 2015 and until June 30, 2016, was Ps.11,36 million. For
the fiscal year ended on June 30, 2017 the aggregate compensation
was of Ps.13.11 million.
Compensation of the Audit Committee
The
members of our Audit Committee do not receive any additional
compensation other than that received for their services as members
of our board of directors.
Capitalization Program for our executive staff
During
the fiscal year ended June 30, 2007, the Company developed the
design of a capitalization program for its executive staff
consisting in contributions made by both the employees and the
Company.
Such
program is intended for certain employees selected by the Company
that it wishes to retain by increasing employee total compensation
by means of an extraordinary reward in so far as certain
requirements are fulfilled.
The
payment of contributions into the plan and participation therein
are voluntary. Once the intended beneficiary accepts to take part
in the plan, he/she may make two types of contributions: a monthly
contribution based on his/her salary and an extraordinary
contribution, based on his/her annual bonus. It is suggested that
contributions should be of up to 2.5% of salaries and of up to 15%
of the annual bonus. And then there is the contribution payable by
the Company which shall amount to 200% of the monthly contributions
and of 300% of the extraordinary contributions made by the
employees.
The
funds resulting from the contributions made by the participants are
transferred to an independent financial vehicle, specially created
and situated in Argentina in the form of a mutual fund with the
approval of the CNV. These funds can be freely redeemed at the
request of participants.
The
funds resulting from the contributions made by both companies are
transferred to another independent financial vehicle, separate from
the one previously mentioned.
In the
future, the participants shall have access to 100% of the benefits
under the plan (that is, including the contributions made by the
Company for the benefit of the employees into the financial vehicle
specially created) in any of the following
circumstances:
● ordinary retirement
as prescribed by labor law
|
● total or permanent
disability, and
|
● death.
|
In case
of resignation or termination without good cause, the participant
may redeem the amounts contributed by us only if he or she has
participated in the Plan for at least 5 years and if certain
conditions have been fulfilled.
During
this fiscal year ended June 30, 2017, the Company has made
contributions to the plan for Ps.3.6 million.
Long Term Incentive Program
The
Shareholders’ Meetings held on October 31, 2011, October 31,
2012, and October 31, 2013, ratified the resolutions approved
thereat as regards the incentive plan for the Company’s
executive officers, up to 1% of its shareholders’ equity by
allocating the same number of own treasury stock (the
“Plan”), and delegated on the Board of Directors the
broadest powers to fix the price, term, form, modality, opportunity
and other conditions to implement such plan. In this sense and in
accordance with the new Capital Markets Law, the Company has made
the relevant filing with the CNV and pursuant to the comments
received from such entity, it has made the relevant amendments to
the Plan which, after the CNV had stated to have no further
comments, were explained and approved at the Shareholders’
Meeting held on November 14, 2014, where the broadest powers were
also delegated to the Board of Directors to implement such
plan.
The
Company has developed a medium and long term incentive and
retention stock program for its management team and key employees
under which share-based contributions were calculated based on the
annual bonus for the years 2011, 2012, 2013 and 2014.
The
beneficiaries under the Plan are invited to participate by the
Board of Directors and their decision to access the Plan was
voluntary.
In the
future, the Participants or their successors in interest will have
access to 100% of the benefit (Cresud’s shares contributed by
the Company) in the following cases:
● if an employee
resigns or is dismissed for no cause, he or she will be entitled to
the benefit only if 5 years have elapsed from the moment of each
contribution.
|
● retirement.
|
● total or permanent
disability.
|
● death.
|
While
participants are part of the program and until the conditions
mentioned above are met to receive the shares corresponding to the
contributions based on the 2011 to 2013 bonus, participants will
receive the economic rights corresponding to the shares assigned to
them. As provided under the plan, the shares of stock corresponding
to the 2014 bonus were delivered in April 2015; moreover, an amount
equivalent to one salary was delivered in the form of shares of
stock to those employees who did not participate in the plan and
who had discharged services for a term of two years.
The
shares allocated to the Plan by the Company are shares purchased in
2009, which the Shareholders’ Meeting held on October 31,
2011, has specifically decided to allocate to the
program.
DIC's
CEO of the Operation Center in Israel, has a stock option plan
which includes 5,310,000 options, that will be given in five
series, and which may be exercised for 5,310,000 ordinary shares,
par value NIS per share of Discount Investments. DIC's CEO has
exercised the first stage and as of April 2017 holds 4,248,000
options. DIC's CFO of the Operation Center in Israel, has a stock
option plan which includes 621,362 options, which 124,272 of the
said options were exercised and as of April 2017 holds 497,090
options.
C. BOARD PRACTICES
Benefits upon Termination of Employment
There
are no contracts providing for benefits to directors upon
termination of employment, other than those described under the
following sections: (i) Item 6 “Directors, Senior Management
and Employees – B. Compensation – Capitalization Plan
and (ii) Item 6 “Directors, Senior Management and Employees
– B. Compensation – Mid and Long Term Incentive
Program.
Internal Control
Management
uses the Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(the “COSO Report”) to assess effectiveness of internal
control over financial reporting.
The
COSO Report sets forth that internal control is a process, effected
by an entity’s board of directors, management and other
personnel, designed to provide reasonable assurance regarding the
achievement of the entity’s objectives in the following
categories:
●
Effectiveness and
efficiency of operations
●
Reliability of
financial reporting
●
Compliance with
applicable laws and regulations
Based
on the above, the Company’s internal control system involves
all levels of the company actively involved in exercising
control:
●
the board of
directors, by establishing the objectives, principles and values,
setting the tone at the top and making the overall assessment of
results;
●
the management of
each area is responsible for internal control in relation to
objectives and activities of the relevant area, i.e. the
implementation of policies and procedures to achieve the results of
the area and, therefore, those of the entity as a
whole;
●
the other personnel
plays a role in exercising control, by generating information used
in the control system or taking action to ensure
control.
AUDIT
COMMITTEE
In
accordance with the Capital Markets Law No. 26.831 and the Rules of
the CNV, our board of directors has established an audit committee
which would focus on assisting the board in exercising its duty of
care, compliance with disclosure requirements, the enforcement of
accounting policies, the management of our business risks, the
management of our internal control systems, ethical conduct of our
businesses, monitoring the sufficiency of our financial statements,
our compliance with the laws, independence and capacity of
independent auditors and performance of audit duties both by our
internal audit and our external auditors. These responsabilities
are meant to comply with the duties assigned by Law 26.831, the
Technical Rules of the CNV, and other applicable laws.
On
November 5, 2015, our board of directors appointed Jorge Oscar
Fernández, Pedro Damaso Labaqui Palacio, Daniel Elías
Mellicovsky and Gabriel Adolfo Gregorio Reznik, all of them
independent members, as members of the audit committee. The board
of directors named Jorge Oscar Fernández as the financial
expert in accordance with the relevant SEC rules. We have a fully
independent audit committee as per the standards provided in Rule
10(A)-3(b)(1).
Remuneration Committee
There
is no remuneration committee.
D. EMPLOYEES
Operations
Center in Argentina
As of
June 30, 2017, we had 2,635 employees.
As of
such date, we had 865 permanent and 11 temporary employees in our
Agricultural Business in Argentina, including our employees, FyO
and SACPSA but not those of Agro-Uranga S.A. Approximately 54% are
under collective labor agreements. We have good relations with each
of our employees.
We
employ 359 people in our International Agricultural businesses,
composed of 312 employees of Brasilagro and 28 employees in the
companies located in Bolivia.
Our
Real Estate Business had 1,759 employees. Our Development and Sale
of Properties and Other Non-Shopping Mall Businesses segment had 22
employees, 4 of whom are represented by the Commerce Labor Union
(Sindicato de Empleados de Comercio, or SEC) and 10 by the
Horizontal Property Union (SUTERH). The Shopping Mall segment had
947 employees including 453 under collective labor agreements. Our
Hotels segment had 790 employees with 656 represented by the
Tourism, Hotels and Gastronomy Union from the Argentine Republic
(Unión de Trabajadores del
Turismo, Hoteleros y Gastronómicos de la República
Argentina) (UTHGRA).
The
following table shows the number of employees in the
Company’s various businesses as of the dates mentioned
below:
|
|
|
|
|
|
Development and Sale of Properties and Other Non-Shopping Mall
Businesses (2)
|
|
|
|
June 30,
2011
|
772
|
48
|
82
|
811
|
678
|
2,391
|
June 30,
2012
|
848
|
17
|
92
|
833
|
662
|
2,452
|
June 30,
2013
|
857
|
11
|
91
|
787
|
662
|
2,408
|
June 30,
2014
|
756
|
16
|
89
|
872
|
647
|
2,380
|
June 30,
2015(4)
|
1,099
|
16
|
34
|
973
|
704
|
2,826
|
June 30,
2016
|
1,117
|
9
|
31
|
964
|
758
|
2,879
|
June 30,
2017
|
865
|
11
|
22
|
947
|
790
|
2,635
|
(1)
Agricultural
Business includes our employees and employees of FyO and SACPSA,
but not those of Agro-Uranga S.A.
(2)
Includes IRSA,
Consorcio Libertador S.A., and Consorcio Maipú 1300
S.A.
(3)
Hotels include
Intercontinental, Sheraton Libertador and Llao
Llao.
(4)
During April and
May 2015, the employees who were assigned to IRSA, and used to be
in charge of the building’s operations and the real estate
business, were transferred to IRSA CP.
Operation Center in Israel
The
following table shows the number of employees as of June 30, 2017
of our Israeli operating center divided by company:
|
|
|
|
|
IDBD
|
24
|
29
|
DIC (1)
|
18
|
31
|
Shufersal
|
13,790
|
13,792
|
Cellcom
(2)
|
2,940
|
3,158
|
PBC (3)
|
118
|
115
|
Other(4)
|
821
|
802
|
(1)
Includes Elron’s employees.
(2)
Includes Netvision’s employees. Does not include temporary or
external employees.
(3)
Includes Gav-Yam’s employees.
(4)
Includes IDBG and IDB Tourism
E. SHARE OWNERSHIP
Share
ownership of directors, members of the supervisory committee, and
senior management as of June 30, 2017.
The
following table sets forth the amount and percentage of our shares
beneficially owned by our directors, Supervisory Committee and
senior management as of June 30, 2017:
Name
|
Position
|
|
|
Directors
|
|
|
|
Eduardo Sergio
Elsztain (1)
|
Chairman
|
154,557,259
|
30.81%
|
Saúl
Zang
|
First
vice-chairman
|
4,043,555
|
0.81%
|
Alejandro Gustavo
Elsztain
|
Second vice-
chairman / Chief Executive Officer
|
6,440,690
|
1.28%
|
Gabriel A. G.
Reznik
|
Director
|
-
|
-
|
Jorge Oscar
Fernández
|
Director
|
3,057,710
|
0.61%
|
Fernando
Adrián Elsztain
|
Director
|
-
|
-
|
Pedro Damaso
Labaqui Palacio
|
Director
|
604
|
0.00%
|
Daniel Elias
Mellicovsky
|
Director
|
-
|
-
|
Alejandro Gustavo
Casaretto
|
Director/Regional
manager of Agricultural Real Estate
|
122,576
|
0.02%
|
Gastón Armando
Lernoud
|
Alternate
Director
|
9,676
|
0.00%
|
Enrique
Antonini
|
Alternate
Director
|
-
|
-
|
Eduardo
Kalpakian
|
Alternate
Director
|
-
|
-
|
|
|
|
Senior
Management
|
|
|
|
Matías
Gaivironsky
|
Chief Financial and
Administrative Officer
|
83,723
|
0.02%
|
Carlos
Blousson
|
Chief Executive
Officer of the International Operation
|
-
|
-
|
|
|
|
Supervisory
Committee
|
|
|
|
José Daniel
Abelovich
|
Member
|
-
|
-
|
Marcelo Héctor
Fuxman
|
Member
|
-
|
-
|
Noemí Ivonne
Cohn
|
Member
|
-
|
-
|
Roberto Daniel
Murmis
|
Alternate
member
|
-
|
-
|
Alicia Graciela
Rigueira
|
Alternate
member
|
-
|
-
|
Sergio Leonardo
Kolaczyk
|
Alternate
member
|
-
|
-
|
Executive
Committee
|
|
|
|
Eduardo Sergio
Elsztain
|
Member
|
154,557,259
|
30.81%
|
Saúl
Zang
|
Member
|
4,043,555
|
0.81%
|
Alejandro Gustavo
Elsztain
|
Member
|
6,440,690
|
1.28%
|
(1)
|
Includes
(i) 154,462,970 shares beneficially owned by IFISA, for which Mr.
Eduardo S. Elsztain may be deemed beneficial owner, and (ii) 94,289
common shares owned directly by Mr. Eduardo S.
Elsztain.
|
Option Ownership
No
options to purchase shares have been granted to our Directors,
Senior Managers, members of the Supervisory Committee, or Audit
Committee.
Employees’ Participation in our share Capital
There
are no arrangements for involving our employees in our capital
stock or related to the issuance of options, common shares or
securities other than those described under the following sections:
(i) “Item 6 - Directors, Senior Management and Employees
– B. Compensation – Capitalization Program for our
executive staff” and (ii) “Item 6 - Directors, Senior
Management and Employees – B. Compensation – Long Term
Incentive Program”.
Item
7. Major shareholders and related party
transactions
A. MAJOR SHAREHOLDERS
Information about Major Shareholders
Share Ownership
The
following table sets forth information regarding ownership of our
capital stock by each person known to us to own beneficially at
least 5% of our common shares, ANSES (The Argentine Social Security
National Agency) and all our directors and officers as a
group.
|
Share
Ownership as of June 30, 2017
|
Shareholder
Number of Shares
|
|
IFISA(1)(2)
|
154,557,259
|
30.81%
|
Directors and
officers(3)
|
13,861,920
|
2.76%
|
ANSES
|
18,000,448
|
3.59%
|
Total
|
186,419,627
|
37.16%
|
(1)
Eduardo S. Elsztain
is the Chairman of the board of directors of IFIS Limited, a
corporation organized under the laws of Bermuda and Inversiones
Financieras del Sur S.A., a corporation organized under the laws of
Uruguay. Mr. Elsztain holds (through companies controlled by him
and proxies) a majority of the voting power in IFIS Ltd., which
owns 100% of IFISA.
(2)
As a result, Mr.
Elsztain may be deemed beneficial owner of 30.81% of our total
shares, which includes (i) 154,462,970 shares beneficially owned by
Inversiones Financieras del Sur S.A., for which Mr. Eduardo S.
Elsztain may be deemed beneficial owner, and (ii) 94,289 common
shares owned directly by Mr. Eduardo S.
Elsztain.
(3)
Includes only
direct ownership of our Directors and Senior Management, other than
Mr. Eduardo S. Elsztain.
Change in Share Ownership in the Company
|
|
|
|
|
|
|
|
IFISA(1)(2)
|
30.8%
|
30.9%
|
37.4%
|
38.2%
|
39.2%
|
D.E. Shaw & Co
L.P. (3)
|
-
|
-
|
-
|
-
|
1.6%
|
Senvest Management
LLC
|
3.3%
|
4.8%
|
5.1%
|
2,2%
|
0.7%
|
Directors and
officers(4)
|
2.8%
|
2.9%
|
2.9%
|
2.0%
|
1,8%
|
ANSES
|
3.6%
|
3.6%
|
3.6%
|
3.5%
|
3.5%
|
(1)
Mr. Eduardo S.
Elsztain is the Chairman of the board of directors of IFIS Limited,
a corporation organized under the laws of Bermuda and Inversiones
Financieras del Sur S.A., a corporation organized under the laws of
Uruguay. Mr. Elsztain holds (through companies controlled by him
and proxies) a majority of the voting power in IFIS Ltd., which
owns 100% of IFISA.
(2)
As a result, Mr.
Eduardo S. Elsztain may be deemed beneficial owner of 30.81% of our
total shares, which includes (i) 154,462,970 shares beneficially
owned by Inversiones Financieras del Sur S.A., for which Mr.
Eduardo S. Elsztain may be deemed beneficial owner, and (ii) 94,289
common shares owned directly by Mr. Eduardo S.
Elsztain.
(3)
According to the
Form filed with the SEC.
(4)
Includes only
direct ownership of our Directors and Senior Management, other than
Mr. Eduardo S. Elsztain.
Difference in Voting Rights
Our
major shareholders do not have different voting
rights.
Arrangements for change in control
There
are no arrangements that may at a subsequent date in a change in
control.
Securities held in the host country
As of
June 30, 2017, our total issued and outstanding capital stock
outstanding consisted of 501,642,804 common shares. As of June 30,
2017, there were approximately 38,458,765 Global Depositary Shares
(representing 384,587,650 of our common shares, or 76.67% of all of
our outstanding shares held) in the United States by approximately
81 registered holders of Global Depositary Shares.
As of
June 30, 2017 our directors and senior officers controlled,
directly or indirectly, approximately 33.57% of our common shares.
As a result, these shareholders have, and will continue to have,
significant influence on the election of our directors and the
outcome of any action requiring shareholder approval.
B. RELATED PARTY TRANSACTIONS
A
related party transaction is any transaction entered into directly
or indirectly by us or any of our subsidiaries that is material
based on the value of the transaction to (a) us or any director,
officer or member of our management or shareholders; (b) any entity
in which any such person described in clause (a) is interested; or
(c) any person who is connected or related to any such person
described in clause (a).
Offices and shopping malls spaces leases
We rent
office space for our executive offices located at the
Intercontinental Plaza tower at Moreno 877 in the Autonomous City
of Buenos Aires, which IRSA CP has owned since December 2014. We
also rent space that IRSA CP own at the Abasto Shopping
Mall.
The
offices of Eduardo Sergio Elsztain, the chairman of our board of
directors and our controlling shareholder are located at 108
Bolivar, in the City of Buenos Aires.. The property has been rented
to a company controlled by family members of Mr. Elsztain, and
to a company controlled by Fernando A. Elsztain, one of our
directors, and members of his family.
●
In addition, we,
IRSA, Tarshop S.A., BACS Banco de Crédito y
Securitización S.A., BHN Sociedad de Inversión S.A.,
BHN Seguros Generales S.A. and BHN Visa S.A. rent offices owned by
IRSA CP in different buildings.
●
Furthermore, we
also let various spaces in IRCP´s shopping malls (stores,
stands, storage space or advertising space) to third parties and
related parties such as Tarshop S.A. and Banco
Hipotecario S.A.
Lease
agreements entered into with associates have included similar
provisions and amounts to those included in agreements with third
parties.
Agreement for the exchange of corporate services with IRSA and IRSA
CP
Considering
that each of IRSACP, IRSA and us have operations that overlap to a
certain extent, our board of directors deemed it advisable to
implement alternatives designed to reduce certain fixed costs of
our combined activities and to mitigate their impact on our
operating results while seizing and optimizing the individual
efficiencies of each of them in the different areas comprising the
management of operations.
To such
end, on June 30, 2004, a Master Agreement for the Exchange of
Corporate Services, or the “Frame Agreement,” was
entered into between IRSA CP, IRSA and us, which was amended
several times to bring it in line with evolving operating
requirements. The goal of the amendment is to increase efficiency
in the distribution of corporate resources and reduce operating
costs. The agreement had an initial term of 24 months and is
renewable automatically for equal periods, unless it is terminated
by any of the parties upon prior notice.
The
Frame Agreement currently provides for the exchange and sharing of
services among the following areas: Human Resources, Finance,
Institutional Relations, Administration and Control, Insurance,
Security, Agreements, Technical Tasks, Infrastructure and Services,
Procurement, Architecture and Design, Development and Works, Real
Estate, Hotels, Board of Directors, Board of directors of Real
Estate Business, General Manager Office, Board Safety, Audit
Committee, Real Estate Business Management, Human Resources of Real
Estate Business, Fraud Prevention, Internal Audit and Agricultural
Investment Management.
Pursuant
to the Frame Agreement, we, IRSA CP and IRSA hired
Deloitte & Co., an external consulting firm, to
review and evaluate semi-annually the criteria used in the process
of liquidating the corporate services, as well as the basis for
distribution and source documentation used in the process indicated
above, by means of a half-yearly report.
The
operations indicated above allow both IRSA CP and IRSA to keep our
strategic and commercial decisions fully independent and
confidential, with cost and profit apportionment allocated on the
basis of operating efficiency and equity, without pursuing
individual economic benefits for any of the related
companies.
Hospitality services
We and
our related parties hire, on certain occasions, hotel services and
lease conference rooms for events to Nuevas Fronteras S.A. and
Hoteles Argentinos S.A., subsidiaries of IRSA, all on
arm’s-length terms and conditions.
Financial and service operations
We work
with several financial entities in Argentina for operations
including, but not limited to, credit, investment, purchase and
sale of securities and financial derivatives. Such entities include
Banco Hipotecario S.A. and its subsidiaries. Furthermore, Banco
Hipotecario S.A. and BACS Banco de Crédito y
Securitización S.A. usually act as underwriters in capital
market transactions.
Donations granted to Fundación IRSA and Fundación Museo
de los Niños
Fundación
IRSA is a non-profit charity that seeks to support and generate
initiatives concerning education, the promotion of corporate social
responsibility and the entrepreneurial spirit of young adults. It
carries out corporate volunteer programs and fosters donations from
our employees. The main members of Fundación IRSA’s
board of directors are: Eduardo S. Elsztain (President), Saúl
Zang (Vice President I), Alejandro Elsztain (Vice President II) and
Mariana C. de Elsztain (Secretary). It finances its activities with
donations from us, IRSA, IRSA CP and other related
companies.
On
October 31, 1997, IRSA CP entered into an agreement with
Fundación IRSA whereby 3,800 square meters of the developed
area at Abasto Shopping was granted under a gratuitous bailment
agreement for a term of 30 years. Subsequently, on October 29,
1999, Fundación IRSA assigned free of cost all the rights of
use over such store and its respective obligations to
Fundación Museo de los Niños.
On
November 29, 2005, IRSA CP signed another agreement with
Fundación Museo de los Niños granting under gratuitous
bailment 2,670 square meters of the developed area at Alto Rosario
shopping mall for a term of 30 years.
Fundación
Museo de los Niños has used these spaces to set up Abasto
Shopping and Museo de los Niños and Rosario, two interactive
learning centers intended for children and adults. Both agreements
establish the payment of common charges and direct expenses related
to the services performed by these stores must be borne by
Fundación Museo de los Niños.
Borrowings
In the
normal course of our activities, we enter into diverse loan
agreements or credit facilities between the related companies
and/or other related parties. These loans accrue interest at
prevailing market rates.
Purchase of financial assets
We
usually invest excess cash in several instruments that may include
those issued by related companies, acquired at issuance or from
unrelated third parties through secondary market
deals.
Investment in mutual funds of BACS Administradora de Activos S.A.
S.G.F.C.I.
We
invest from time to time our liquid fund in mutual funds managed by
BACS Administradora de Activos S.A. S.G.F.C.I., which is a
subsidiary of Banco Hipotecario, among other entities.
Legal services
We hire
legal services from Estudio Zang, Bergel & Viñes, in
which Saúl Zang, is a partner. Mr. Zang is a member of
our board of directors and that of our related
companies.
Property purchase—sale
In the
ordinary course of business, we may acquire from or sell to our
related parties certain real estate properties used for rental
purposes or otherwise, subject to our Audit Committee’s
approval. The Audit Committee must render an opinion as to whether
the terms of these transactions can reasonably be expected to have
been obtained by us in a comparable transaction in
arm’s-length dealings with a non-related party. In addition,
if the Audit Committee so requires, valuation reports by
independent specialist third parties must be obtained.
Investment Properties transferred to IRSA CP
On
December 22, 2014, IRSA transferred to IRSA CP, 83,789 square
meters of its premium office portfolio including the buildings
República, Bouchard 710, Della Paolera 265, Intercontinental
Plaza and Suipacha 652 and the “Intercontinental II”
plot of land in order to consolidate assets for the main corporate
purpose to develop and operate commercial properties in Argentina.
Based on third party appraisals, the total purchase price of the
transaction was US$308.0 million, which was fully paid as of June
30, 2016.
On
April 7, 2016, IRSA sold to IRSA CP, 16,012 square meters covering
14 floors and 142 garages in a building to be developed in the area
of “Catalinas,” City of Buenos Aires. The price of the
transaction was established based on two components: a
“determined” or fixed part equal to
Ps.455.7 million corresponding to the price of the land
acquired based on the number of square meters of the plot, which
has been fully paid, and a “determinable” component,
where IRSA will transfer to IRSA CP the real cost per square meter
of the construction. Audit Committees had no objections with
respect to this transaction.
Purchase of agrochemicals from Adama
Adama
is a company specialized in agrochemicals, particularly used in
farming, and is a worldwide leader in active ingredients used in
agricultural production. Cresud, in the normal course of its
business, acquires agrochemical products and/or hires services from
Adama. On July 17, 2016, DIC reported that it had signed an
agreement with ChemChina to sell 40% of Adama Agricultural
Solutions Ltd.’s shares, indirectly controlled by IDBD
through DIC. For more information see “Recent
Developments.”
Transactions with IFISA
On
February 10, 2015, Dolphin, sold 71,388,470 IDBD shares to IFISA,
for an amount of US$25.6 million, US$4.0 million of which were paid
upon execution and the remaining balance of US$21.6 million were
financed for a term of up to 360 days and priced at Libor 1M (one
month) + 3%. On May 9, 2016, effective as of February 10, 2016, the
parties agreed to extend the expiration date for 30 days as from
execution of the addenda, to be automatically renewable every 30
days for a maximum term of 180 days, and increasing the rate to 9%
since February 10, 2016. On November 22, 2016, effective as of
November 5, 2017, the parties agreed to extend the expiration date
for an additional period of 30 days to be automatically renewable
every 30 days for a maximum termof 180 days. Finally, on April 10,
2017, effective as of April 6, 2017, the parties agreed to fix the
expiration date in February 5, 2018. Additionally, the parties
undertook to capitalize the interest until April 6, 2017, therefore
the new amount as remaining balance shall be US$24.6 million amount
which shall accrued interest at a rate of 9% annual
basis.
On May
31, 2015, IRSA, through Dolphin, sold to IFISA 46 million of
warrants Series 4 for a total amount of NIS 0.46 million
(equivalent to US$ 0.12 million at the time of the transaction),
provided IFISA agreed to exercise them fully when Dolphin were so
required by IDBD.
On July
28, 2015, Dolphin granted a loan to IFISA for an amount of US$ 7.1
million, due in July 2016, which accrues interest at Libor 1M (one
month) + 3%. On May 9, the parties agreed to extend the expiration
date to June 8, 2016, to be automatically renewable every 30 days
for a maximum term of 180 days, and increased the rate to 9%. On
November 22, 2016, effective as of November 5, 2017, the parties
agreed to extend the expiration date until December 5, 2016 to be
automatically renewable every 30 days for a maximum term of 180
days. Additionally, IFISA create a first degree pledge over
12,915,000 IDBD’s shares in order to guarantee the payment of
the debt. Finally, on April 10, 2017, effective as of April 6,
2017, the parties agreed to fix the expiration date in February 5,
2018. Additionally, the parties undertook to capitalize the
interest until April 6, 2017, therefore the new amount as remaining
balance shall be US$7.9 million amount which shall accrued interest
at a rate of 9% annual basis.
On
October 9, 2015, IRSA, through its subsidiary Real Estate
Investment Group V LP, granted a loan in the amount of US$ 40
million to 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. On October 9, 2016, the parties agreed to
extend the expiration date to be automatically renewable every 30
days fora maximum term of 180 days and increase the rate to 9%. On
April 10, 2017, effective as of April 6, 2017, the parties agreed
to extend the expiration date until February 5, 2018. Additionally,
the parties undertook to capitalize the interest until April 6,
2016, therefore the new amount shall be US$43.1 million which shall
accrue interest at a rate of 9% annual basis.
In
February 2016, DN B.V., a subsidiary of Dolphin, entered into an
option contract with IFISA whereby Dolphin is granted the right,
but not the obligation to acquire 92,665,925 shares of IDBD held by
IFISA at a share price of NIS 1.64 plus an annual interest of 8.5%.
The exercise date for the option extends for two
years.
All
transactions are carried out at arm’s length.
As of
June 30, 2016 we had current a credit line with IFISA of shares
and/or GDRs of IRSA for up to 3,500,000 GDRs at an interest rate of
6%. This line expired in June 2017. Currently, there are no GDRs
lent to IFISA.
On June
18, 2012 we entered a credit facility agreement with IFISA,
pursuant to which we agreed to lend to IFISA up to US$ 6.0 million,
which would mature on November 24, 2012, then it was extended until
November 24, 2015, at an interest rate equivalent to LIBOR (12
months) + 300 bp., date in which was canceled. Currently, there are
no funds disbursed to IFISA under this agreement.
Farmland Lease Agreement San Bernardo
We
lease a farmland located in the Province of Córdoba, from San
Bernardo de Córdoba S.A. (formerly known as Isaac Elsztain e
Hijos S.C.A.), pursuant to a lease agreement effective as of August
2015. The leased farmland has an extension of 12,600
hectares.
The
rent to be paid is the equivalent in Pesos of 3.5kg of beef per
hectare. The beef price will be set, taking into account the price
per kilo of beef quoted on Mercado de Hacienda de Liniers, the
previous week of the payment date. In addition, the parties have
agreed in a productivity prize of 15% of the weight that the cattle
achieve above 240,000kg. This prize will be payable on September
2016. This lease contemplates the possibility of extension up to
two periods per year. Currently being agreed conditions of its
extension.
Consulting Agreement
Pursuant to the terms of the Consulting Agreement with Consultores
Asset Management effective as of November 7, 1994, as amended from
time to time and by the last amendment dated in September, 2017 in
which certain adjustments were implemented to the purpose of the
agreement by virtue of the broadness of Cresud’s business,
Consultores Asset Management provides us advisory services on
matters related to capital investments in all aspects of the
agricultural, real estate, financing and hotels business, among
others. One of our shareholders and the Chairman of our board of
directors is the owner of 85% of the capital stock of Consultores
Asset Management and our First Vice Chairman of the board of
directors holds the remaining 15% of its capital
stock.
Pursuant
to the terms of the Consulting Agreement, Consultores Asset
Management provides us with the following services:
●
|
advises
with respect to the investment of our capital in all aspects of
operations in agricultural, real estate, financing, hotels, etc,
matters and business proposals;
|
●
|
acts on
our behalf in such transactions, negotiating the prices,
conditions, and other terms of each operation; and
|
●
|
gives
advice regarding securities investments with respect to such
operations.
|
Under
the Consulting Agreement, we pay Consultores Asset Management for
its services, an annual fee equal to 10% of our annual after-tax
net income.
During
fiscal year ended June 30, 2017 the charge for consulting agreement
fees was Ps. 200 million that has been paid.
Regarding the
payable account with respect to the remeasurement of the fees
corresponding the years 2012 to 2016 after giving effect to the
change of the valuation method of the investment properties CAMSA
has agreed to defer the collection until the parties will agree a
new payment schedule where the first instalment will be after July
2018.
The
Consulting Agreement is subject to termination by either party upon
not less than 60 days prior written notice. If we terminate the
Consulting Agreement without cause, we will be liable to
Consultores Asset Management for twice the average of the amounts
of the management fee paid to Consultores Asset Management for the
two fiscal years prior to such termination.
Investment in Dolphin Fund Ltd.
As of
the date of this annual report, IRSA have invested approximately
US$544 million in Dolphin, through its subsidiaries. Dolphin
Fund Ltd, is an investment fund incorporated under the laws of
Bermuda, whose investment manager is Consultores Venture Capital
Uruguay S.A., a company controlled indirectly by our Chairman,
Eduardo S. Elsztain. Dolphin Netherlands is a subsidiary of Dolphin
Fund Ltd, incorporated in the Netherlands. Such investments were
made in order to carry out the investment in IDB Development Corp.
For more information please see Item 4. Information on the Company
– A. History and development of the Company). IRSA agreed with
Dolphin to not pay any fee to Dolphin related to this
investment.
Loan between Dolphin and IDBD
As
described in note 4.H to these Consolidated Financial Statements
Dolphin had granted a series of subordinated loans to IDBD
(“the debt”). This debt has the following
characteristics: i) it is subordinated, even in the case of
insolvency, to all current or future debts of IDBD; (ii) will be
reimbursed after payment of all the debts to their creditors; (iii)
accrues interest at a rate of 0.5%, which will be added to the
amount of the debt and will be payable only on the date the
subordinated debt is amortized; (iv) Dolphin will not have a right
to participate or vote in the meetings with IDBD creditors with
respect to the subordinated debt; (v) as from January 1, 2016,
Dolphin has the right, at its own discretion, to convert the debt
balance into IDBD shares, at that time, whether wholly orpartially,
including the interest accrued over the debt until that date; (vi)
should Dolphin opt to exercise the conversion, the debt balance
will be converted so that Dolphin will receive IDBD shares
according to a share price that will be 10% less than the average
price of the last 30 days prior to the date the conversion option
is exercised. In the event there is no market price per share, this
will be determined in accordance with an average of three
valuations made by external or independent experts, who shall be
determined it by mutual consent and, in the event of a lack of
consent, they will be set by the President of the Institute of
Certified Public Accountants in Israel.
Transfer of tax credits
Sociedad
Anónima Carnes Pampeanas S.A. (subsidiary of Cresud) and
Cresud, assigned credits to IRSA CP and other related parties
corresponding to value added tax export refunds related to such
companies’ business activity.
For
further information regarding related party transactions see Note
32 to our Audited Financial Statements.
C. INTERESTS OF EXPERTS AND COUNSEL
This
section is not applicable.
Item 8. Financial Information
A. AUDITED CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
INFORMATION
See
Item 18 for our Audited Consolidated Financial
Statements.
Legal or arbitration proceedings
We are
not engaged in any material litigation or arbitration and no
material litigation or claim is known to us to be pending or
threatened against us, other than those described
below.
Litigation with Exagrind S.A.
Exagrind
S.A. filed a lawsuit against Inversiones Ganaderas S.A. (IGSA) (a
former subsidiary merged with the Company ) and Tali Sumaj on
claims for damages and losses produced by a fire in one of the
Company's farms, “San Rafael” farm, which is close to
Exagrind’s property, Tali Sumaj, in the Province of
Catamarca, Argentina. The fire took place on September 6, 2000.
There is a lien on the property and Exagrind S.A. requested that
the measure be extended with an attachment of bank accounts. This
ruling has been challenged and to date the accounts have not been
attached. Moreover there is another judicial filed labeled
“Exagrind S.A. Estancia San Rafael c/ Inversiones Ganaderas
S.A. s/ Incidente de extension de responsabilidad” (147/11)
wherein Exagrid S.A. requested an injunction against Cresud, which
has not been implemented. Notwithstanding the forgoing, this
measure was appealed by Cresud and to date the accounts have not
been attached. The final decision is pending since 06/23/2015. The
Company has recorded a provision amounting to Ps. 4.2 million,
which is included within “Labor, legal and other
claims”.
In
addition, the Company is involved in several legal proceedings,
including tax, labor, civil, administrative and other matters for
which the Company has not established provisions based on the
information assessed to date. In the opinion of management, the
ultimate disposition of any threatened or pending matters, either
individually or collectively, will not have a material adverse
effect on the consolidated financial position, liquidity and
results of operations of the Company. For ease of presentation, the
Company has categorized these matters between those arising out of
our agricultural and agro-industrial activities and those arising
out of our investment and development properties business
activities.
IRSA’s and IRSA CP’ legal or arbitration
proceedings
Operation Center in Argentina
Set
forth below is a description of certain material legal proceedings
to which we are a party. We are not engaged in any other material
litigation or arbitration and no other material litigation or claim
is known to us to be pending or threatened against us or our
subsidiaries. Nevertheless, we may be involved in other litigation
from time to time in the ordinary course of business.
Puerto Retiro
On
November 18, 1997, in connection with our acquisition of our
subsidiary Inversora Bolívar, we indirectly acquired 35.2% of
the capital stock of Puerto Retiro. Inversora Bolívar had
purchased such common shares of Puerto Retiro from Redona
Investments Ltd. N.V. in 1996. In 1999, we, through Inversora
Bolívar, increased our interest in Puerto Retiro to 50.0% of
its capital stock. On April 18, 2000, Puerto Retiro was served
notice of a filing made by the Argentine government, through the
Ministry of Defense, seeking to extend the bankruptcy of Indarsa to
the Company. Upon filing of the complaint, the bankruptcy court
issued an order restraining the ability of Puerto Retiro to dispose
of, in any manner, the real property it had purchased in 1993 from
Tandanor. Puerto Retiro appealed the restraining order which was
confirmed by the Court on December 14, 2000.
In
1991, Indarsa had purchased 90% of Tandanor, a former
government-owned company, which owned a piece of land near Puerto
Madero of approximately 8 hectares, divided into two parcels:
Planta 1 and 2. After the purchase of Tandanor by Indarsa, in June
1993, Tandanor sold “Planta 1” to Puerto Retiro, for a
sum of US$18 million pursuant to a valuation performed by J.L.
Ramos, a well-known real estate brokerage firm in Argentina.
Indarsa failed to pay to the Argentine government the price for its
purchase of the stock of Tandanor, and as a result the Ministry of
Defense requested the bankruptcy of Indarsa. Since the only asset
of Indarsa was its holding in Tandanor, the Argentine government is
seeking to extend Indarsa’s bankruptcy to other companies or
individuals which, according to its view, acted as a single
economic group. In particular, the Argentine government has
requested the extension of Indarsa’s bankruptcy to Puerto
Retiro which acquired Planta 1 from Tandanor.
The
deadline for producing evidence in relation to these legal
proceedings has expired. The parties have submitted their closing
arguments and are awaiting a final judgment. However, the judge has
delayed his decision until a final judgment in the criminal
proceedings against the former Defense Minister and former
directors of Indarsa has been delivered. It should be noticed,
regarding the abovementioned criminal procedure, that on February
23, 2011 it was resolved to declare its expiration, and to dismiss
certain defendants. However, this resolution is not final because
it was appealed. We cannot give you any assurance that we will
prevail in this proceeding, and if the plaintiff’s claim is
upheld by the courts, all of the assets of Puerto Retiro would
likely be used to pay Indarsa’s debts and our investment in
Puerto Retiro, would be lost. As of June 30, 2016, we had not
established any reserve with respect of this
contingency.
Tandanor
has filed a civil action against Puerto Retiro and the people
charged in the referred criminal case looking forward to be
reimbursed from all the losses which have arose upon the fraud
committed. On March 7, 2015 Puerto Retiro responded filing certain
preliminary objections, such as prescription or limitation, lack of
information to respond the lawsuit, lack of legitimacy (active and
passive). On July 12, 2016 Puerto Retiro was legally notified of
the decision adopted by the Tribunal Oral Federal No. 5 related to
the preliminary objections above mentioned. Two of them were
rejected –lack of information and lack of legitimacy
(passive). We filed an appeal with regard to the rejection of these
two objections. But, on the other hand, the other two objections
will be studied at the moment of deliver the sentence, which is an
important step in order to obtain a favorable decision. The appeal
was rejected. As of the date of this document, the file is on
evidence stage.
Legal issues with the City Hall of Neuquén
In June
2001, Shopping Neuquén requested that the City of Neuquén
allow it to transfer certain parcels of land to third parties so
that each participant in the commercial development to be
constructed would be able to build on its own land.
Neuquén’s Executive Branch previously rejected this
request under Executive Branch Decree No. 1437/2002 which also
established the expiration of the rights arising from Ordinance
5178 due to not building the shopping center in time, including the
loss of the land and of any improvement and expenses incurred. As a
result, Shopping Neuquén had no right to claim indemnity
charges and annulled its buy-sell land contracts.
Shopping
Neuquén submitted a written appeal to this decision on January
21, 2003. It also sought permission to submit a revised schedule of
time terms for the construction of the shopping center, taking into
account the economic situation at that time and including
reasonable short and medium term projections. Neuquén’s
Executive Branch rejected this request in their Executive Branch
Decree 585/2003. Consequently, on June 25, 2003, Shopping
Neuquén filed an “Administrative Procedural
Action” with the High Court of Neuquén requesting, among
other things, the annulment of Executive Branch Decrees 1,437/2002
and 585/2003 issued by the City Executive Branch. On December 21,
2004, the High Court of Neuquén communicated its decision that
the administrative procedural action that Shopping Neuquén had
filed against the City of Neuquén had expired. Shopping
Neuquén filed an extraordinary appeal for the case to be sent
to the Argentine Supreme Court.
On
December 13, 2006, while the case was under study in the Argentine
Supreme Court, Shopping Neuquén signed an agreement with both
the City and the Province of Neuquén that put an end to the
lawsuit between them and stipulated a new timetable for
construction of the commercial and housing enterprises (the
“Agreement”). Also, Shopping Neuquén was permitted
to transfer certain parcels to third parties so that each
participant in the commercial development to be constructed would
be able to build on its own land, with the exception of the land in
which the shopping center would be constructed. The Legislative
Council of the City of Neuquén duly ratified the Agreement.
The City Executive Branch promulgated the ordinance issued on
February 12, 2007.
Shopping
Neuquén came to an agreement and paid all of the City’s
lawyers, including pending fees contested in court.
Shopping
Neuquén finished the construction and opened the shopping
center in March, 2015, obtaining also all necessary provincial and
city authorizations for it.
Arcos del gourmet
IRSA CP
has been named as a party in a case titled “Federación de Comercio e Industria de la
Ciudad de Buenos Aires y Otros c/ Gobierno de la Ciudad
Autónoma de Buenos Aires s/ Amparo.” The
plaintiff filed a petition for injunctive relief against the local
government claiming that the Arcos del Gourmet project lacked the
necessary environmental approvals and did not meet zoning
requirements. On August 29, 2014, the lower court rendered a
decision dismissing the case. This resolution was appealed but
affirmed in December 2014. Therefore, on December 18, 2014,
the “Arcos” Project was opened to the public, and
currently is operating normally. Notwithstanding, the plaintiff
appeared before the Superior Court of the City of Buenos Aires to
request the review of the case based on constitutional matters
allegedly at issue. On July 4, 2017, the Court ordered the
Appeals court to review the case.
On
May 18, 2015, we were notified that the AABE, revoked the
concession agreement granted to IRSA CP’s subsidiary Arcos
del Gourmet S.A., through Resolution No. 170/2014. On
June 2, 2015, IRSA CP filed before the AABE a request to
declare the notification void, as certain formal proceedings
required under Argentine law were not complied with by the AABE.
Furthermore, IRSA CP filed an administrative appeal requesting the
dismissal of the revocation of the concession agreement and a
lawsuit seeking to declare Resolution No. 170/2014 void. IRSA
CP also filed a lawsuit in order to judicially pay the monthly
rental fees of the property. As of the date of this annual report,
the “Distrito Arcos” shopping mall continues to operate
normally.
Other Litigation
As of
July 5, 2006, the Administración Federal de Ingresos
Públicos (“AFIP”) filed a preliminary injunction
with the Federal Court for Administrative Proceedings against IRSA
CP for an aggregate amount of Ps.3.7 million, plus an added amount,
provisionally estimated, of Ps.0.9 million for legal fees and
interest. The main dispute is about the income tax due for
admission rights. In the first instance, AFIP pleaded for a general
restraining order. On November 29, 2006, the Federal Court issued
an order substituting such restraining order for an attachment on
the parcel of land located in Caballito neighborhood, City of
Buenos Aires, where IRSA CP is planning to develop a shopping
center. As of June 30, 2011, under court proceedings, the building
was subject to a legal attachment for Ps.36.8 million. On December
12, 2012, the legal attachment was lifted and accredited in the
file concerned in February 2013.
After
we sold the Edificio Costeros, dique II, on November 20, 2009, we
requested an opinion to the Argentine Antitrust Authority as to
whether it was necessary to report this transaction. The Argentine
Antitrust Authority advise us that it was required to notify the
transaction. We challenged this decision, but it was confirmed. On
December 5, 2011, we notified the transaction and on April 30, 2013
the transaction was approved by the Argentine Antitrust Authority
by Resolution No 38, as a result of that this legal proceeding was
concluded.
On
January 15, 2007 we were notified of two claims filed against us
before the Argentine Antitrust Authority, one by a private
individual and the other one by the licensee of the shopping
center, both opposing the acquisition from the province of
Córdoba of a property known as Ex-Escuela Gobernador Vicente
de Olmos. On February 1, 2007 we responded the claims. On June 26,
2007, the Argentine Antitrust Authority notified us that it has
initiated a summary proceeding to determine whether the completion
of the transaction breaches the Antitrust Law. As of the date of
this filing the result of this proceeding has not been
determined.
On
December 3, 2009, IRSA CP filed a request for the Argentine
Antitrust Authority’s opinion regarding IRSA CP’s
acquisition of common shares of Arcos del Gourmet S.A. The
Argentine Antitrust Authority advised the parties that the
transaction had to be notified. On December, 2010 the transaction
was filed with the Argentine Antitrust Authority. As of the date of
this annual report, the decision of the Argentine Antitrust
Authority is still pending.
On
April 11, 2011, Quality Invest requested the Argentine Antitrust
Authority opinion regarding Quality Invest’s acquisition
Property of a warehouse owned by Nobleza Piccardo located in San
Martín, Province of Buenos Aires. The Argentine Antitrust
Authority stated that there was an obligation to notify the
situation, but Quality Invest filed an appeal against this
decision. Subsequently, the Court of Appeals confirmed the
Argentine Antitrust Authorities’ decision regarding the
obligation to notify and, therefore, on February 23, 2012, the
transaction was filed. As of the date of this annual report, the
Argentine Antitrust Authority is analyzing this
decision.
On
August 23, 2011, IRSA CP notified the Argentine Antitrust Authority
the direct and indirect acquisition of common shares of NPSF, the
transaction involved the direct acquisition of 33.33% of NPSF and
16.66% through our controlled vehicle Torodur S.A. As of the date
of this annual report the transaction is being analyzed by the
Argentine Antitrust Authority.
On June
16, 2012, we sold to Cabaña Don Francisco S.A. certain
Costeros Dique IV’s functional units, to be used for office
space, and complementary units to be used for parking. In addition,
we assigned upon the purchaser all rights and interests arising
from lease agreements involving the conveyed units. As a result, an
advisory opinion was requested from the Argentine Antitrust
Authority as to the need to report such transaction. The Argentine
Antitrust Authority resolved that the transaction was exempt from
report on May 21, 2014, so this legal process was
finished.
On
December 7, 2012, we notified the Argentine Antitrust
Authority of the acquisition of 50% of the common shares of EHSA,
which owns 50% of the common shares of La Rural, which operates a
convention mall (Predio Ferial de
Palermo); on July 25, 2017 the transaction was approved by
the Argentine Antitrust Authority. See “Item 3. Key
Information—Risk Factors—Risk Relating to Our
Business—Our business is subject to extensive regulation and
additional regulations may be imposed in the
future.”
Through
the issuance of Resolution No. 16,521 dated February 17, 2011 the
CNV commenced a summary proceeding against the members of
IRSA’s board of directors and its supervisory committee
members (all of them at that time, including among others Eduardo
S. Elsztain), alleging certain formal errors in the Inventory and
Balance Sheet Book, specifically the failure by the Company to
comply with certain formalities in the presentation of a table
included in the Memoria (annual report); arising from an
investigation carried out by the CNV in October 2010. Applicable
law requires that the corrections of any errors in the annual
report include a legend identifying each error and the way in which
it was corrected, including insertion of the holographic signature
from the chairman of the board. In this case, we first corrected
the mistake and after the request from the CNV included the legend
and the holographic signature of the chairman, required by the
relevant formalities.
IRSA’s
response to the CNV’s allegations containing the arguments
for the defense was filed in March 2011 and the first hearing was
held in May 2011. In April, 2013, the CNV imposed (as a result of
the aforementioned alleged charge) a fine on the members of
IRSA’s board of directors and its supervisory committee
members. The fine imposed by the CNV amounts to Ps.270,000
equivalent to US$49,632 and it was imposed against IRSA and the
members of the board together. The amount of the fine demonstrates
the immaterial nature of the alleged violations. Even though the
fine was paid, in April 2013, IRSA appealed such resolution, which
is still ongoing in Court Room No. IV of the National Chamber of
Appeals in Federal Administrative Procedures (Cámara Nacional
de Apelaciones en lo Contencioso Administrativo
Federal).
For
more information see “Item. 3(d) Risk Factors—Risk
related to our Business—Our business is subject to extensive
regulation and additional regulations may be imposed in the
future.”
Class actions in the United States
On May
9, 2016, a putative shareholder class action was filed in the
United States District Court for the Eastern District of
Pennsylvania against IRSA, Cresud Cresud, Eduardo Sergio Elsztain,
Alejandro Gustavo Elsztain, Saúl Zang and Matías
Iván Gaivironsky (collectively, the “Defendants”).
The complaint, as amended on February 13, 2017, asserts violations
of the federal securities laws on behalf of persons that purchased
or otherwise acquired IRSA Global Depositary Receipts between
February 11, 2015 and December 30, 2015, and alleges that
defendants made materially false and misleading statements and
omissions relating to IRSA’s investment in IDBD. More
specifically, the complaint alleges that IRSA’s disclosures
during that time period misrepresented and failed to disclose that
(1) IDBD’s US$6.7 billion net debt should have been
consolidated in IRSA’s financial statements and (2) as so
consolidated, IRSA’s debt would violate the covenants
specified in IRSA’s Global Notes Indenture. A similar class
action complaint was filed against Cresud, Eduardo Sergio Elsztain,
Alejandro Gustavo Elsztain, Saúl Zang, and Matías
Iván Gaivironsky on April 29, 2016.
Both
class actions were transferred to the United States District Court
for the Southern District of New York on July 14, 2016, and were
referred to Judge Vernon S. Broderick on July 19,
2016.
On
December 8, 2016, the Court entered orders appointing Stefan
Sachsenberg as lead plaintiff for the putative class in the IRSA
class action and John Tomka as lead plaintiff for the putative
class in the Cresud class action. The Court appointed the
Rosen Law Firm as lead counsel for the putative classes in both
actions.
On
February 13, 2017, plaintiffs in both actions filed amended
complaints. On April 12, 2017, the Court entered an order
adopting a stipulation entered by the parties to stay the class
action against Cresud until the Court rules on Defendants’
motion to dismiss the amended complaint filed in the IRSA class
action. On April 14, 2017, IRSA and Cresud, as the only
Defendants served with a summons and complaint, filed a motion to
dismiss the amended complaint in the IRSA class action.
Briefing on the motion to dismiss was completed July 7, 2017, and
the Court has not yet ruled on the motion to dismiss or scheduled
oral argument.
Defendants
believe that there is no merit to the claims alleged and intend to
vigorously defend these actions. Nevertheless, no assurance can be
given that we will be successful in defending these
claims.
Operation Center in Israel
Litigation against IDBD
In
recent years there has been an increasing trend of filing
derivative and class action claims in the area of corporate and
securities laws in Israel. While taking into account such issues
and the financial position of IDBD and its holding structure,
claims in considerable amounts may be filed against IDBD, including
in connection with its financial position and cash flows, with
offerings that it makes, and transactions that were carried out or
not completed, including with regards to the contentions and claims
of the controlling shareholders that took place in
IDBD.
Arbitration proceedings relating to the obtainment of control in
IDBD.
On May
7, 2014, Dolphin acquired jointly with ETH (a non-related company
established under the laws of the State of Israel, which was
presented to Dolphin as a company controlled by Mordechay Ben
Moshé), 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 Arrangement of IDBH, IDBD’s parent
company, with its creditors.
Under
the terms of the Shareholders’ Agreement, Dolphin and ETH
acquired each the remaining 50% of the 106.6 million common shares.
The initial total investment amount was NIS 950 million, equivalent
to approximately US$272 million at the exchange rate prevailing on
that date.
On May
28, 2015, ETH offered Dolphin to acquire Dolphin’s shares
pursuant to the BMBY mechanism provided in the Shareholders’
Agreement, which establishes that each party of 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. In addition, ETH further added that the purchaser
thereunder required to assume all obligations of
seller.
On June
10 and 11, 2015, Dolphin gave notice to ETH of its intention to buy
all the shares of IDBD held by ETH.
After
certain aspects of the offer were resolved through an arbitration
process brought by Dolphin and ETH, on September 24, 2015, the
competent arbitrator resolved that: (i) Dolphin and IFISA (related
company to the Company) were entitled to act as buyers in the BMBY
process, and ETH had to sell all of the IDBD shares held by it
(92,665,926 shares) at a price of NIS 1.64 per share; (ii) The
buyer had to fulfill all of the commitments included in the
Arrangement, including the commitment to carry out Tender Offers;
(iii) The buyer had to pledge in favor of the Arrangement Trustees
the shares that were previously pledged in favor of the Arrangement
Trustees by the seller.
On
October 11, 2015, the BMBY process concluded, and IFISA acquired
all IDBD’s shares of stock held by ETH. Consequently, the
Shareholders’ Agreement was terminated and members of
IDBD’s Board of Directors representing ETH submitted their
irrevocable resignation to the Board, therefore Dolphin was hence
empowered to appoint the new members to the Board. Additionally, on
the same date, Dolphin pledged additional shares as collateral to
secure compliance with the stock purchase agreement, thereby
increasing the number of pledged shares to 64,067,710.
In
addition to the competent arbitrator’s decision issued on
September 24, 2015, ETH and Dolphin still have counterclaims of
different kinds which are subject to such arbitration proceeding.
As of the filing date of this Annual Report, the proceeding is
still being heard.
Litigation against Clal Insurance and its subsidiaries
This
exposure is especially high in the areas of long-term savings and
long-term health insurance in which Clal Insurance
operates, in view of
the fact that in these areas the policies were issued decades ago,
while at present, after significant changes in the regulatory
environment and against the background of developments in legal
precedent and the Israeli authority’s position, the same
policies may be interpreted differently, retrospectively, and may
be subjected to different interpretation standards than those that
were customary at the time that the policies were made. Moreover,
in these areas the policies are valid for dozens of years and,
therefore, there is a risk that in those cases in which a
customer’s claim is accepted and a new interpretation is
given to the policy, the future profitability of Clal Insurance in
respect of the existing policy portfolio will also be affected.
This is in addition to the possible compensation that could be
given to the customers due to past activity.
Alongside
these aspects, during 2015 amendments were made to reflect a
significant reform in the field of approving an insurance program
which allows the Israeli authority, under certain conditions, to
order the insurer to stop introducing an insurance policy or to
order an insurer to make a change to an insurance policy, even with
regard to policies that have already been marketed by the insurer.
It is not possible to foresee to what extent insurers are exposed
to claims in connection with the provisions of the policy, the
manner of implementing the Israeli authority’s powers
pursuant to the insurance policy reform and its implications, which
may be raised, by means of the procedural mechanism provided in the
Israeli Class Actions Law.
There
are claims that have been recognized as class action suits, claims
for which there are pending motions to have them certified as class
action suits, and other claims which are immaterial. These claims
include mainly claims of improper actions, not in accordance with
laws, licenses or breaches of agreements with customers or
performance of tort damages toward customers (especially misleading
a customer, or a negligent misrepresentation), causing damage,
either monetary or non-monetary, to customers. A significant amount
of these claims also include claims of charging excessive premiums
and payment of lower than called for insurance compensation. In
addition, there are pending motions to have claims certified as
derivative actions.
Sale of shares of Clal
On
August 21, 2013, on the background of concerns about the ability of
the previous controlling shareholders of IDBD (Dankner group) to
meet the requirements to have control over an insurance company,
the Commissioner required that IDBD transfer 51% of the shares in
Clal to Mr. Moshe Terry (“the Trustee”) and to grant
the Trustee an irrevocable power of attorney with regard to the
voting of such shares in Clal.
On
November 27, 2013, and as part of the debt arrangement In IDBH, the
Commissioner set forth an outline to enable the change of control
in IDBD (as part of the debt arrangement), whereby the Commissioner
would not view such change of control as being a breach of the
Supervision of Financial Services (Insurance) Law, 1981 (the
“Insurance Law”), subject to certain conditions,
including terms whereby if until December 31, 2014 a control permit
for Clal Insurance will not be obtained for the new controlling
shareholders in IDBD, or, that an agreement for the sale of the
controlling stake in Clal Insurance will not have been signed, then
the Trustee will be authorized to sell the Clal Insurance shares
that the Trustee holds. Both groups that had submitted proposals in
the debt arrangement process (including the Dolphin group) approved
such outline.
On
December 30, 2014, the Commissioner sent an additional letter
setting a term by which IDBD’s control over and equity
interests in Clal were to be sold and giving directions as to the
Trustee’s continuity in office, among other aspects. For more
information, please see “Legal Framework – Operations
Center in Israel – Reduced Centralization
Act.”
On May
26, 2016 IDBD’s board decided to commence a competitive
process for the sale of a control stake in Clal. Following such
decision, on July 1, 2016 IDBD entered into an agreement with JP
Morgan to serve as an investment bank on behalf of IDBD for the
sale of a control stake in Clal.
In
addition, in June 2015, an application for a Israeli court to
approve the commencement of a class action against IDBD,
IDBD’s directors (some of which are also our directors),
Dolphin and C.A.A Extra Holdings Ltd. was filed by individuals who
argue that IDBD’s controlling shareholders and board of
directors acted in concert to frustrate the sale of shares of Clal
to JT Capital Fund. The applicants argue that this caused them
material damages as under the terms of the debt restructuring of
IDBD’s holding company, IDBH. with its creditors, they would
have been entitled to receive a larger payment had the above
mentioned sale been consummated. Furthermore, they allege that the
2014 and 2015 rights offerings of IDBD discriminated against the
minority shareholders. On March 21, 2016, the respondents
filed a motion to dismiss this class action application. On June 2,
2016, the Court partially accepted this motion, and ordered the
applicants to file an amended class action application that would
include only the arguments and remedies with respect to the said
Clal transaction. On August 2, 2016, the respondents filed a motion
to appeal (regarding the decision not to dismiss the arguments
concerning the Clal transaction) and, on August 14, 2016, the
applicants filed an appeal (regarding the decision to dismiss the
arguments concerning the rights offering) both before the Israeli
Supreme Court. As of the date of this annual report, the Supreme
Court has decided that the motion to appeal and the appeal will be
heard jointly, and has ordered a stay of the
proceedings.
Litigation against Cellcom and its subsidiaries
In the
normal course of business, claims have been filed against Cellcom
by its customers. These are mostly motions for approval of class
actions, primarily concerning allegations of illegal collection of
funds, unlawful conduct or breach of license, or a breach of
agreements with customers, causing monetary and non-monetary damage
to them.
In
addition, in the normal course of business, claims have been filed
against Cellcom in issues related to the environment, including
claims regarding non-ionizing radiation from cellular handsets and
claims in respect of sites belonging to Cellcom. These are mostly
motions for approval of class actions, relating to allegations of
unlawful conduct or breach of license causing monetary and
non-monetary damage (including claims for future
damages).
Litigation against Adama and its subsidiaries
In the
normal course of business, Adama is involved in various legal
claims involving environmental claims for smell and noise hazards
relating to its site. claims by employees, subcontractors,
suppliers, authorities and others which concern, claims for
breaches of provisions of the law regarding termination of
employment and obligatory payments to employees, claims for breach
of contract and patent infringement, and compulsory payments to
authorities.
Litigation against Shufersal
In the
normal course of business, legal claims were filed against
Shufersal by its customers. These are mostly motions for
certification of class actions, which mainly concern claims of
charging money unlawfully, acting contrary to the law or a license,
or a breach of the agreements with customers, causing financial and
non-financial loss to them.
In
addition in the normal course of business, legal claims were filed
with the courts against Shufersal by employees, subcontractors,
suppliers, authorities and others, which relate mainly to claims of
breaches of the provisions of the law in relation to the
termination of workers’ employment and compulsory payments to
employees, claims of breaches of contract and compulsory payments
to authorities.
Dividends policy
Pursuant
to Argentine law, the distribution and payment of dividends to
shareholders is valid only if they result from net and realized
earnings of the company pursuant to annual audited financial
statements approved by the shareholders. The approval, amount and
payment of dividends are subject to the approval by our
shareholders at our annual ordinary shareholders meeting. The
approval of dividends requires the affirmative vote of a majority
of the shares entitled to vote at the meeting.
In
accordance with Argentine law and our by-laws, net and realized
profits for each fiscal year are allocated as follows:
●
|
5% of
such net profits is allocated to our legal reserve, until such
reserve amounts to 20% of our capital stock;
|
●
|
a
certain amount determined at a shareholders’ meeting is
allocated to compensation of our directors and the members of our
supervisory committee; and
|
●
|
additional
amounts are allocated for the payment of dividends or to optional
reserve funds, or to establish reserves for whatever other purpose
our shareholders determine.
|
The
following table shows the dividend payout ratio and the amount of
dividends paid on each fully paid common share for the mentioned
years. Amounts in Pesos are presented in historical, non-inflation
adjusted Pesos as of the respective payment dates and refers to our
unconsolidated dividends.
Year
|
|
Dividend
per Common Share (1)
|
|
|
|
2010
|
-
|
-
|
2011
|
69.0
|
0.138
|
2012
|
63.8
|
0.149
|
2013
|
120.0
|
0.242
|
2014
|
120.0
|
0.242
|
2015
|
-
|
-
|
2016
|
-
|
-
|
2017
|
-
|
-
|
(1)
|
Corresponds
to per share payments. To calculate the dividend paid per ADS, the
payment per share should be multiplied by ten. Amounts in Pesos are
presented in historical Pesos as of the respective payment date.
See “Exchange Controls.”
|
B. SIGNIFICANT CHANGES
Annual Shareholders’ Meeting
Our
annual shareholders’ meeting has been called and will be held
on October 31, 2017, in order to consider, among others, the
following agenda: (i) consideration of documents contemplated in
section 234, paragraph 1, of the Argentine Companies Law No. 19,550
for the fiscal year ended June 30, 2017; (ii) consideration of the
destination of the result of the fiscal year ended June 30, 2017
which resulted in a gain for the amount of Ps.1,796,340,361.
Consideration of the constitution of legal reserve for the amount
of Ps.30,177,781. Consideration of the payment of a cash dividend
for up to the amount of Ps.395,000,000; (iii) consideration of
Board of Directors’ performance; (iv) consideration of
Supervisory Committee’s performance; (v) consideration of
compensation payable to the Board of Directors for Ps.59,981,163
(total compensation) for the fiscal year ended June 30, 2017; (vi)
consideration of compensation payable to the Supervisory Committee
for Ps.600,000 for the fiscal year ended June 30, 2017; (vii)
consideration of the appointment of Regular Directors and Alternate
Directors, as applicable; (viii) appointment of Regular and
Alternate Members of the Supervisory Committee; (ix) consideration
of compensation payable to the Certifying Accountant for the fiscal
year ended June 30, 2017 for the amount of Ps.4.983.578; (x)
treatmentof amounts paid as personal assets tax levied on the
shareholders; (xi) consideration of the prorogation of the global
note program, for up to US$300.000.000 currently in force in
accordance with approval of the shareholders' meeting dated October
31, 2012; (xii) ratification of the approval of the extension of
the maximum amount of the global note program for an additional
amount of US$200,000,000 in accordance with the approved by the
shareholders assembly dated October 30, 2015; (xiii) consideration
of the delegation to the Board of Directors of the broadest powers
to implement the gobal note program prorogation; consideration of
the renewal of the delegation to the Board of Directors of the
broadest powers to implement the extension of the program amount
and / or its reduction and also to establish the time and currency
of issuance, and other terms and conditions of the issuance of
notes under the global note program.
Item 9. The Offer and Listing
A. OFFER AND LISTING DETAILS
The
following summary provides information concerning our share capital
and briefly describes all material provisions of our bylaws and the
Argentine Corporation Law.
Stock Exchanges in which our securities are listed
Our
common shares are listed on the ByMA under the trading symbol
“CRES” and on NASDAQ under the trading symbol
“CRESY.” As of June 30, 2017 our outstanding capital
stock consisted of 501,642,804 common shares, Ps.1.00 par value per
share.
As of
that date of this annual report: (1) we had no other shares of any
class or series issued and outstanding; and (2) there are no
outstanding convertible notes to acquire our shares. Our common
shares have one vote per share. All outstanding shares are validly
issued, fully paid and non assessable. As of June 30, 2017, there
were approximately 12,786 holders of our common
shares.
Price history of our stock on the Buenos Aires Stock Exchange and
NASDAQ
Our
common shares are listed and traded on ByMA under the ticker
“CRES.” Since March 1997,
our ADRs, each presenting 10 common shares, have been listed on the
NASDAQ under the trading symbol “CRESY.” The Bank of
New York is the depositary with respect to the
ADRs.
The table below shows the high and low daily closing prices of our
common shares in Pesos and the quarterly trading volume of our
common shares on the BASE for the first quarter of 2012 through
October 26, 2017. The table below also shows, for the period
indicated, the maximum and minimum closing listed prices of our
common shares on the ByMA and of our ADRs on the
NASDAQ.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year 2012
|
|
|
|
|
|
|
1st
Quarter
|
812,635
|
6.98
|
5.26
|
5,037,399
|
16.37
|
10.62
|
2nd
Quarter
|
644,629
|
5.90
|
4.64
|
5,890,807
|
12.09
|
10.08
|
3rd
Quarter
|
609,305
|
6.85
|
5.29
|
10,708,801
|
13.27
|
11.12
|
4th
Quarter
|
1,328,881
|
6.40
|
4.42
|
15,006,469
|
11.97
|
6.81
|
Annual
|
3,395,450
|
6.98
|
4.42
|
36,643,476
|
16.37
|
6.81
|
Fiscal
Year 2013
|
|
|
|
|
|
|
1st
Quarter
|
1,324,543
|
5.82
|
4.79
|
6,183,866
|
8.73
|
7.29
|
2nd
Quarter
|
644,473
|
5.76
|
4.91
|
3,520,607
|
8.42
|
7.73
|
3rd
Quarter
|
1,376,099
|
8.04
|
5.66
|
6,124,332
|
9.59
|
8.22
|
4th
Quarter
|
1,299,335
|
8.24
|
5.71
|
5,946,018
|
9.54
|
6.99
|
Annual
|
4,644,450
|
8.24
|
4.79
|
21,774,823
|
9.59
|
6.66
|
Fiscal
Year 2014
|
|
|
|
|
|
|
1st
Quarter
|
2,178,046
|
8.24
|
5.66
|
5,589,075
|
8.66
|
7.09
|
2nd
Quarter
|
2,188,815
|
11.01
|
7.89
|
5,872,993
|
11.42
|
8.50
|
3rd
Quarter
|
1,022,808
|
11.11
|
8.53
|
3,422,480
|
9.79
|
8.31
|
4th
Quarter
|
2,459,599
|
14.04
|
9.09
|
6,982,485
|
12.80
|
8.94
|
Annual
|
7,849,268
|
14.04
|
5.66
|
21,867,033
|
12.80
|
7.09
|
Fiscal
Year 2015
|
|
|
|
|
|
|
1st
Quarter
|
1,688,010
|
16.32
|
11.91
|
5,524,817
|
13.97
|
10.50
|
2nd
Quarter
|
2,259,425
|
15.68
|
10.72
|
3,634,128
|
11.95
|
9.11
|
3rd
Quarter
|
1,331,000
|
17.76
|
11.91
|
7,600,906
|
14.72
|
9.84
|
4th
Quarter
|
1,483,096
|
16.77
|
14.89
|
5,736,086
|
13.87
|
12.40
|
Annual
|
6,761,531
|
17.76
|
10.72
|
22,495,937
|
14.72
|
9.11
|
Fiscal
Year 2016
|
|
|
|
|
|
|
1st
Quarter
|
728,810
|
17.37
|
12.01
|
4,299,192
|
13.04
|
9.26
|
2nd
Quarter
|
6,416,350
|
19.55
|
12.90
|
8,291,480
|
13.41
|
9.57
|
3rd
Quarter
|
3,388,664
|
18.56
|
12.60
|
5,390,231
|
12.53
|
9.15
|
4th
Quarter
|
51,785,675
|
21.14
|
14.04
|
12,876,863
|
14.02
|
9.80
|
Annual
|
62,319,499
|
21.14
|
12.01
|
30,857,766
|
14.02
|
9.15
|
Fiscal
Year 2017
|
|
|
|
|
|
|
1st
Quarter
|
48,775,713
|
27.29
|
21.83
|
8,216,910
|
17.86
|
14.51
|
2nd
Quarter
|
34,580,136
|
27.49
|
22.23
|
6,129,599
|
17.91
|
14.35
|
3rd
Quarter
|
29,312,012
|
30.80
|
25.55
|
5,963,830
|
20.07
|
15.95
|
4th
Quarter
|
21,714,333
|
34.45
|
29.25
|
5,095,079
|
21.95
|
18.19
|
Annual
|
134,382,194
|
34.45
|
21.83
|
25,405,418
|
21.95
|
14.35
|
Fiscal
Year 2018
|
|
|
|
|
|
|
1st
Quarter
|
21,562,799
|
35.40
|
30.80
|
4,551,457
|
20.46
|
17.50
|
For
the month of:
|
|
|
|
|
|
|
May,
2017
|
7,189,355
|
34.45
|
32.40
|
1,545,741
|
21.95
|
20.24
|
June,
2017
|
8,308,691
|
32.30
|
32.30
|
1,865,339
|
20.19
|
18.19
|
July,
2017
|
4,695,559
|
32.80
|
31.00
|
1,512,775
|
19.65
|
17.77
|
August,
2017
|
7,420,637
|
33.45
|
30.80
|
1,596,406
|
19.30
|
17.50
|
September,
2017
|
9,446,603
|
35.40
|
31.80
|
1,442,276
|
20.46
|
18.18
|
October (through
October 26, 2017)
|
9,623,795
|
37.35
|
32.15
|
1,905,039
|
21.11
|
18.35
|
Source: Bloomberg
As of
June 30, 2017 the outstanding ADRs represented 38,458,765 ADSs
(equivalent to 384,587,650 common shares or 76.67% of our total
common stock capital).
B. PLAN OF DISTRIBUTION
This
item is not applicable.
C. MARKETS
Argentine Securities Markets
In
December 2012, the Argentine government enacted the new Capital
Markets Law, which sets out the rules governing capital markets,
its participants, and the rules by which securities traded therein
are subject to regulation and monitoring by the CNV. On
September 5, 2013, the CNV enacted the CNV Rules that regulate
the enforcement of the Capital Markets Law for issuers of
securities, with regard to initial public offerings and reporting
obligations.
Substantially
all provisions of Decree No. 677/2011, were incorporated into
the Capital Markets Law and the CNV Rules. The Capital Markets Law
sets forth the following key goals and principles:
● Promoting the participation
of small investors, employee unions, industry groups and trade
associations, professional associations and all public savings
entities in the capital markets, promoting mechanisms designed to
promote domestic savings and channel such funds toward the
development of production;
● Strengthening mechanisms to
prevent abuses and protect small investors;
● Promoting access to the
capital market by small and medium-sized companies;
● Using state-of-the-art
technology to foster creation of an integrated capital market
through mechanisms designed to achieve interconnection of computer
systems among trading markets; and
● Encouraging simpler trading
procedures available to users to increase liquidity and
competitiveness to develop favorable conditions for transaction
execution.
The CNV
is a self-administered agency of the Argentine Government with
jurisdiction covering the territory of Argentina, governed by the
provisions of the Capital Markets Law, and the CNV Rules among
other related statutory regulations. The relationship of the CNV
and the Argentine Executive branch is maintained through the
Ministerio de Finanzas
(Ministry of Finance), which hears any appeals filed against
decisions made by the CNV, notwithstanding any other legal actions
and remedies contemplated in the Capital Markets Law.
The CNV
supervises and regulates the authorized markets in which the
securities and the collective investment products are traded, the
corporations authorized in the public offer regime, and all the
other players authorized to operate in the public offer regime, as
the registered agents, the trading agents, the financial advisors,
the underwriters and distributors, the brokers, the settlement and
clearing agents, the managers of collective investment products,
the custodians of collective investment products, the collective
depositories, and the risk rating agencies, among others. Argentine
institutional investors and insurance companies are regulated by
separate government agencies, whereas financial institutions are
regulated mainly by the Central Bank.
Before
offering securities to the public in Argentina, an issuer must meet
certain requirements established by the CNV with regard to its
assets, operating history and management. Only securities offerings
approved by the CNV may be listed on a stock exchange. However, CNV
approval does not imply certification as to the quality of the
securities or the solvency of the issuer issuers of listed
securities are required to file unaudited quarterly financial
statements and audited annual financial statements prepared in
accordance with IFRS, as issued by the IASB (excluding financial
institutions under the supervision of the Central Bank, insurance
companies under the supervision of the Insurance Superintendence
and medium and small enterprises) and various other periodic
reports with the CNV and the stock exchange on which their
securities are listed. In addition, issuers must report to the CNV
and the relevant stock exchange any event related to the issuer and
its shareholders that may affect materially the value of the
securities traded.
In
Argentina, debt and equity securities traded on an exchange must,
unless otherwise instructed by their shareholders, be deposited
with a Central Securities Depository based in Argentina. Currently
the only depositary authorized to act in accordance with the
Capital Markets Law and CNV Rules is Caja de Valores S.A., a
corporation owned by ByMA which provides central depositary
facilities, as well as acting as a clearinghouse for securities
trading and as a transfer and paying agent for securities
transactions.
Before
the enactment of the Capital Markets Law and the CNV Rules there
were 12 stock exchanges in Argentina, which were located in the
City of Buenos Aires, Bah’a Blanca, Chaco, Corrientes,
Córdoba, La Plata, La Rioja, Mendoza, Rosario, Salta,
Santa Fé, and Tucumán. Six of these exchanges (City of
Buenos Aires, Rosario, Córdoba, La Rioja, Mendoza, and Santa
Fé) had affiliated stock markets in accordance with the
requirements of Law No. 17,811 which was derogated by the
Capital Markets Law.
Pursuant
to the Capital Markets Law, the CNV has authorized six stock
markets since September 2014, namely: Mercado Abierto
Electrónico S.A., or “MAE,” Mercado a
Término de Buenos Aires S.A., Mercado a Término de
Rosario S.A., Mercado de Valores de Córdoba S.A.,
Mercado Argentino de Valores S.A. and the Merval.
In
December 2016, the CNV authorized a new stock exchange, the ByMA.
As the product of a federal alliance of stock exchanges to foster
the growth of the Argentine capital markets, ByMA established
itself as the single access point to the Argentine market, lowering
legal costs, and improving connectivity and access to market
information. This new stock exchange is a spin-off of Merval and
its shareholders are the Buenos Aires Stock Exchange and
Merval’s shareholders ByMA’s shares will be publicly
traded in Argentina.
Historically,
the Merval was the principal stock market in Argentina. Securities
including stocks, corporate bonds, convertible bonds, close-ended
investment funds, financial trust, indexes, derivatives and public
bonds, could all be listed on the Merval. The Merval was authorized
to admit, suspend and delist securities based on its governing
rules approved by the CNV.
Another
relevant stock exchange is the MAE, an electronic platform that
processes over-the-counter transactions, involving government
securities and corporate bonds traded through spot and forward
contracts. MAE broker-dealers include national banks, provincial
banks, municipal banks, private national banks, foreign banks,
cooperative banks, financial institutions, foreign exchange
entities and pure brokers/dealers (exclusively engaged in brokerage
activities). Both Argentine and foreign capital banks and financial
institutions may be eligible broker-dealers on the MAE. In order to
be eligible for trading, securities must be registered with the
pertinent supervising authorities and may be traded on the MAE, on
other exchanges or on both of them concurrently.
Argentina’s
equity markets have historically been composed of individual
investors, though in recent years there has been an increase in the
level of investment by banks and insurance companies in these
markets. However, Argentine mutual funds (fondos comunes de inversión)
continue to have very low participation.
Information regarding the ByMA(1)
|
|
|
|
|
Market
capitalization (in billions of Ps.)
|
5,557
|
3,625
|
Average daily
trading volume (2) (in millions of Ps.)
|
452
|
310
|
Number of listed
companies
|
101
|
100
|
(1) Reflects
Merval historical data.
(2) During the month of
June.
Although
companies may list all of their capital stock on the ByMA, in many
cases a controlling block is retained by the listed company’s
shareholders, resulting in a relatively small percentage of many
companies’ stock being available for active trading by the
public.
As of
June 30, 2017, approximately 101 companies had equity
securities listed on, or being transitioned to, the ByMA. The
Argentine securities markets generally have substantially more
volatility than securities markets in the United States and certain
developed countries. The Merval index experienced a 15.9% increase
in 2012, an 88.9% increase in 2013, a 59.1% increase in 2014, a
36.1% increase in 2015, a 44.9% increase in 2016, and a 29.3%
increase for the six months of 2017. In order to avoid major
fluctuations in securities prices, theByMA operates a system
pursuant to which the negotiation of a particular security is
suspended for 15 minutes when the price of the security registers a
variation between 10% and 15% and between 15% and 20%, during any
trading session. Any additional 5% variation in the price of the
security results in additional 10 minutes successive
suspension periods.
D. SELLING SHAREHOLDERS
This
item is not applicable.
E. DILUTION
This
item is not applicable.
F. EXPENSES OF THE ISSUE
This
item is not applicable.
Item 10. Additional Information
A. SHARE CAPITAL
This
item is not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Our Corporate Purpose
Our
legal name is Cresud Sociedad Anónima Comercial, Inmobiliaria,
Financiera y Agropecuaria. We were incorporated under the laws of
Argentina on December 31, 1936 as a sociedad anónima (Stock
Corporation) and were registered with Public Registry of Commerce on February
19, 1937 under number 26, on page 2, book 45 of National by-laws
Volume. Pursuant to our by-laws, our term of duration expires on
June 6, 2082.
Pursuant
to article 4 of our by-laws our purpose is to perform the following
activities:
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commercial activities with respect to
cattle and products pertaining to farming and animal
husbandry;
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real estate activities with respect
to urban and rural properties;
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financial activities, except for
those regulated by Law No. 21,526 of financial
entities;
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farming and animal husbandry
activities, for properties owned by us or by third parties;
and
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agency and advice activities for
which there is not required a specific qualifying
title.
Limited Liability
Shareholders’
liability for losses is limited to their equity interest in us.
Notwithstanding the foregoing, under the Argentine Corporation Law
No. 19,550, shareholders who voted in favor of a resolution that is
subsequently declared void by a court as contrary to Argentine law
or a company’s by-laws (or regulation, if any) may be held
jointly and severally liable for damages to such company, other
shareholders or third parties resulting from such resolution. In
addition, a shareholder who votes on a business transaction in
which the shareholder’s interest conflicts with that of the
company may be liable for damages under the Argentine Corporation
Law, but only if the transaction would not have been validly
approved without such shareholder’s vote.
Capitalization
We may
increase our share capital upon authorization by our shareholders
at an ordinary shareholders’ meeting. Capital increases must
be registered with the public registry of commerce referred to as
the Public Registry of Commerce, and published in the Bolet’n Oficial. Capital
reductions may be voluntary or mandatory and must be approved by
the shareholders at an extraordinary shareholders’ meeting
(asamblea extraordinaria).
Reductions in capital are mandatory when losses have depleted
reserves and exceeded 50% of capital. As of June 30, 2017 our share
capital consisted of 501,642,804 common shares.
Our
bylaws provide that preferred stock may be issued when authorized
by the shareholders at an extraordinary shareholders’ meeting
(asamblea extraordinaria)
and in accordance with applicable regulations. Such preferred stock
may have a fixed cumulative dividend, with or without additional
participation in our profits, resolved by the shareholders’
meetings. We currently do not have outstanding preferred
stock.
Preemptive Rights and Increases of Share Capital
Pursuant
to our by-laws and Argentine Corporation Law No. 19,550, in the
event of an increase in our share capital, each of our existing
holders of our common shares has a preemptive right to subscribe
for new common shares in proportion to such holder’s share
ownership. For any shares of a class not preempted by any holder of
that class, the remaining holders of the class will be entitled to
accretion rights based on the number of shares they purchased when
they exercised their own preemptive rights. Rights and accretion
rights must be exercised simultaneously within 30 days following
the time in which notices to the shareholders of a capital increase
and of the rights to subscribe thereto are published for three days
in the Bolet’n Oficial and a widely circulated newspaper in
Argentina. Pursuant to the Argentine Corporation Law, such 30-day
period may be reduced to 10 days by a decision of our shareholders
adopted at an extraordinary shareholders’ meeting
(asamblea
extraordinaria).
Additionally,
the Argentine Corporation Law permits shareholders at an
extraordinary shareholders’ meeting (asamblea extraordinaria) to suspend or
limit the preemptive rights relating to the issuance of new shares
in specific and exceptional cases in which the interest of the
Company requires such action and, additionally, under the following
specific conditions:
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the issuance is expressly included in
the list of matters to be addressed at the shareholders’
meeting; and
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the shares to be issued are to be
paid in-kind or in exchange for payment under pre-existing
obligations.
Furthermore,
Article 12 of the Negotiable Obligations Law permits shareholders
at an extraordinary shareholders’ meeting (asamblea extraordinaria) to suspend
preemptive subscription rights for the subscription of convertible
bonds under the above-mentioned conditions. Preemptive rights may
also be eliminated, so long as a resolution providing so has been
approved by at least 50% of the outstanding capital stock with a
right to decide such matters and so long as the opposition to such
resolution does not surpass 5% of the share capital.
Shareholders’ Meetings and Voting Rights
Our
bylaws provide that shareholders’ meetings may be called by
our board of directors or by our Supervisory Committee or at the
request of the holders of shares representing no less than 5% of
the common shares. Any meetings called at the request of
shareholders must be held within 30 days after the request is made.
Any shareholder may appoint any person as its duly authorized
representative at a shareholders meeting, by granting a proxy.
Co-owners of shares must have single representation.
In
general, the following matters can be considered only at an
extraordinary shareholders’ meeting (asamblea extraordinaria):
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matters
that may not be approved at an ordinary shareholders’
meeting;
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the
amendment of our bylaws;
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reductions
in our share capital;
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redemption,
reimbursement and amortization of our shares;
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mergers,
and other corporate changes, including dissolution and
winding-up;
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limitations
or suspensions to preemptive rights to the subscription of the new
shares; and
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issuance
of debentures, convertible negotiable obligations and bonds that do
not qualify as notes (obligaciones negociables).
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In accordance with our by-laws, ordinary and special
shareholders’ meetings (asamblea
extraordinaria) are subject to
a first and second quorum call, the second to occur upon the
failure of the first. The first and second notice of ordinary
shareholders’ meetings may be made simultaneously. In the
event that both are made on the same day, the second must occur at
least one hour after the first. If simultaneous notice was not
given, the second notice must be given within 30 days after the
failure to reach quorum at the first. Such notices must be given in
compliance with applicable regulations. In the case of special shareholders’
meetings the second call must be made within 30 days after the
failure to reach the quorum of the first by giving appropriate
notice according to applicable regulations.
A
quorum for an ordinary shareholders’ meeting on the first
call requires the presence of a number of shareholders holding a
majority of the shares entitled to vote and, on the second call,
the quorum consists of the number of shareholders present, whatever
that number. Decisions at ordinary shareholders’ meetings
must be approved by a majority of the votes validly exercised by
the shareholders.
A
quorum for an special shareholders’ meeting (asamblea extraordinaria) on the first
call requires the presence of persons holding 60% of the shares
entitled to vote and, on the second call, the quorum consists of
the number of shareholders present, whatever that number. Decisions
at special shareholders’ meeting (asamblea extraordinaria) generally must
be approved by a majority of the votes validly
exercised.
However,
pursuant to the Argentine Corporation Law, all shareholders’
meetings, whether convened on a first or second quorum call,
require the affirmative vote of the majority of shares with right
to vote in order to approve the following decisions:
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advanced
winding-up of the company;
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transfer
of the domicile of the company outside of Argentina;
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fundamental
change to the purpose of the company;
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total
or partial mandatory repayment by the shareholders of the paid-in
capital; and
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a
merger or a spin-off, when our company will not be the surviving
company.
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Holders
of common shares are entitled to one vote per share. Owners of
common shares represented by ADRs exercise their voting rights
through the ADR Depositary, who acts upon instructions received
from such shareholders and, in the absence of instructions, votes
in the same manner as our majority of the shareholders present in
the shareholders’ meeting.
The
holders of preferred stock may not be entitled to voting rights.
However, in the event that no dividends are paid to such holders
for their preferred stock, the holders of preferred stock are
entitled to voting rights. Holders of preferred stock are also
entitled to vote on certain special matters, such as a
transformation of the corporate type, early dissolution, change to
a foreign domicile, fundamental change in the corporate purposes,
total or partial replacement of capital losses, mergers in which
our company is not the surviving entity, and spin-offs. The same
exemption will apply in the event the preferred stock is traded on
any stock exchange and such trading is suspended or
canceled.
Dividends and Liquidation Rights
The
Argentine Corporation Law establishes that the distribution and
payment of dividends to shareholders is valid only if they result
from realized and net earnings of the company pursuant to an annual
balance sheet approved by the shareholders. Our board of directors
submits our financial statements for the previous fiscal year,
together with the reports of our Supervisory Committee, to the
Annual Ordinary Shareholders’ Meeting. This meeting must be
held by October 30 of each year to approve the financial statements
and decide on the allocation of our net income for the year under
review. The distribution, amount and payment of dividends, if any,
must be approved by the affirmative vote of the majority of the
present votes with right to vote at the meeting.
The
shareholders’ meeting may authorize payment of dividends on a
quarterly basis provided no applicable regulations are violated. In
that case, all and each of the members of the board of directors
and the supervisory committee will be jointly and severally
unlimitedly liable for the refund of those dividends if, as of the
end of the respective fiscal year, the realized and net earnings of
the company are not sufficient to allow the payment of
dividends.
When we
declare and pay dividends on the common shares, the holders of our
ADRs, each representing the right to receive ten ordinary shares,
outstanding on the corresponding registration date, are entitled to
receive the dividends due on the common shares underlying the ADRs,
subject to the terms of the Deposit Agreement dated March 18, 1997
executed by and between us, The Bank of New York, as depositary and
the eventual holders of ADRs. The cash dividends are to be paid in
Pesos and, except under certain circumstances, are to be converted
by the Depositary into U.S. Dollars at the exchange rate prevailing
at the conversion date and are to be paid to the holders of the
ADRs net of any applicable fee on the dividend distribution, costs
and conversion expenses, taxes and public charges.
Our
dividend policy is proposed from time to time by our board of
directors and is subject to shareholders’ approval at an
ordinary shareholders’ meeting. Declarations of dividends are
based upon our results of operations, financial condition, cash
requirements and future prospects, as well as restrictions under
debt obligations and other factors deemed relevant by our board of
directors and our shareholders.
Dividends
may be lawfully paid only out of our retained earnings determined
by reference to the financial statements prepared in accordance
with Argentine GAAP. In accordance with the Argentine Corporation
Law, net income is allocated in the following order: (i) 5% is
retained in a legal reserve until the amount of such reserve equals
20% of the company’s outstanding capital; (ii) dividends on
preferred stock or common shares or other amounts may be retained
as a voluntary reserve, contingency reserve or new account, or
(iii) for any other purpose as determined by the company’s
shareholders at an ordinary shareholders’
meeting.
Our
legal reserve is not available for distribution. Under the
applicable regulations of the Comisión Nacional de Valores,
dividends are distributed pro
rata in accordance with the number of shares held by each
holder within 30 days of being declared by the shareholders for
cash dividends and within 90 days of approval in the case of
dividends distributed as shares. The right to receive payment of
dividends expires five years after the date on which they were made
available to shareholders. The shareholders’ meeting may
authorize payment of dividends on a quarterly basis provided no
applicable regulations are violated. In such case, all and each of
the members of the board of directors and the supervisory committee
will be jointly and severally liable for the refund of those
dividends if, at the end of the respective fiscal year, the
realized and net earnings of the company are not sufficient to
allow for the payment of dividends.
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to be
applied to satisfy its liabilities; and
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to be
proportionally distributed among holders of preferred stock in
accordance with the terms of the preferred stock. If any surplus
remains, our shareholders are entitled to receive and share
proportionally in all net assets available for distribution to our
shareholders, subject to the order of preference established by our
bylaws.
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Approval of Financial Statements
Our
fiscal year ends on June 30 of each year, after which we prepare an
annual report which is presented to our board of directors and
Supervisory Committee. The board of directors submits our financial
statements for the previous fiscal year, together with the reports
of our Supervisory Committee, to the annual ordinary
shareholders’ meeting, which must be held within 120 days of
the close of our fiscal year, in order to approve our financial
statements and determine our allocation of net income for such
year. At least 20 days before the ordinary shareholders’
meeting, our annual report must be available for inspection at our
principal office.
Right of Dissenting Shareholders to Exercise Their Appraisal
Right
Whenever
certain actions are approved at an extraordinary
shareholders’ meeting (asamblea extraordinaria) (such as the
approval of a merger, a spin-off (except when the shares of the
acquired company are publicly traded), a fundamental change of
corporate purpose, a transformation from one type of corporation to
another, a transfer of the domicile of our company outside of
Argentina or, as a result of the action approved, the shares cease
to be publicly traded) any shareholder dissenting from the adoption
of any such resolution may withdraw from our company and receive
the book value per share determined on the basis of our latest
financial statements, whether completed or to be completed,
provided that the shareholder exercises its appraisal rights within
ten days following the shareholders’ meeting at which the
resolution was adopted.
In
addition, to have appraisal rights, a shareholder must have voted
against such resolution or act within 15 days following the
shareholders’ meeting if the shareholder was absent and can
prove that he was a shareholder of record on the day of the
shareholders meeting. Appraisal rights are extinguished with
respect to a given resolution if such resolution is subsequently
overturned at another shareholders’ meeting held within 75
days of the previous meeting at which the original resolution was
adopted. Payment on the appraisal rights must be made within one
year of the date of the shareholders’ meeting at which the
resolution was adopted, except where the resolution involved a
decision that our stock ceases to be publicly traded, in which case
the payment period is reduced to 60 days from the date of the
resolution.
Ownership Restrictions
The CNV
regulations require that transactions that cause a person’s
holdings of capital stock of a registered Argentine company, to
hold 5% or more of the voting power, should be immediately notified
to the CNV. Thereafter, every change in the holdings that
represents a multiple of 5% of the voting power should also be
notified.
Directors,
senior managers, executive officers, members of the supervisory
committee, and controlling shareholders of an Argentine company
whose securities are publicly listed, should notify the CNV on a
monthly basis, of their beneficial ownership of shares, debt
securities, and call and put options related to securities of such
companies and their controlling, controlled or affiliated
companies.
Holders
of more than 50% of the common shares of a company or who otherwise
have voting control of a company, as well as directors, officers
and members of the supervisory committee, must provide the CNV with
annual reports setting forth their holdings in the capital stock of
such companies and monthly reports of any change in their
holdings.
Tender Offers
Tender
offers under Argentine law may be voluntary or mandatory. In either
case, the offer must be made addressed to all shareholders. In the
case of a mandatory tender offer, the offer must also be made to
the holders of subscription rights, stock options or convertible
debt securities that directly or indirectly may grant a
subscription, acquisition or conversion right on voting
shares.
Capital
Markets Law No. 26,831 establishes that a person or entity wishing
to acquire a “significant holding” (“participaciones significativas”)
shall be required to launch a mandatory tender offer:
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A
mandatory tender offer will not be required in those cases in which
the purpose of the acquisition of the “significant
holding” is not to acquire the control of a
company.
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The CNV
defines a “significant holding” as holdings that
represent an equal or a higher percentage than 35% and higher than
50% of the voting shares as the case may be:
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When a
person or an entity intends to acquire more than 35% of the shares
of a company, a mandatory tender offer to purchase 50% of the
corporate voting capital is required by law.
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When a
person or an entity wishes to acquire more than 50% of the shares
of a company, a mandatory tender offer to acquire 100% of the
voting capital will be legally required.
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Finally,
when a shareholder controls 95% or more of the outstanding shares
of a company, (i) any minority shareholder may, at any time, demand
that the controlling party make an offer to purchase all of the
remaining shares of the minority shareholders and (ii) the
controlling party can issue a unilateral statement of intention to
acquire all of the remaining shares owned by the other
stockholders.
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Pursuant
to the Argentine Corporation Law we may redeem our outstanding
common shares only under the following circumstances:
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to
cancel such shares and only after a decision to reduce our capital
stock (with shareholder approval at an extraordinary
shareholders’ meeting (asamblea extraordinaria);
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to
avoid significant damage to our company under exceptional
circumstances, and then only using retained earnings or free
reserves that have been fully paid, which action must be ratified
at the following ordinary shareholders’ meeting;
or
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in the
case of the acquisition by a third-party of our common
shares.
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The
Capital Markets Law provides for other circumstances under which
our company, as a corporation whose shares are publicly listed, can
repurchase our shares. The following are necessary conditions for
the acquisition of our shares:
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the
shares to be acquired shall be fully paid,
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there
shall be a board of directors’ resolution containing a report
of our supervisory committee and audit committee. Our board of
director’s resolution must provide the purpose of the
acquisition, the maximum amount to be invested, the maximum number
of shares or the maximum percentage of capital that may be acquired
and the maximum price to be paid for our shares. Our board of
directors must give complete and detailed information to both
shareholders and investors,
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the
purchase shall be carried out with net profits or with free or
optional reserves, and we must prove to the CNV that we have the
necessary liquidity and that the acquisition will not affect our
solvency,
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under
no circumstances may the shares acquired by our company, including
those that may have been acquired before and held by us as treasury
stock, be more than 10% of our capital stock or such lower
percentage established by the CNV after taking into account the
trading volume of our shares.
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Any
shares acquired by us that exceed 10% of our capital stock must be
disposed of within 90 days from the date of acquisition originating
the excess without prejudice of the liability corresponding to our
board of directors.
Transactions
relating to the acquisition of our own shares may be carried out
through open market transactions or through a public
offering:
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in the
case of acquisitions in the open market, the amount of shares
purchased daily cannot exceed 25% of the mean daily traded volume
of our shares during the previous 90 days.
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in
either case, the CNV can require the acquisition to be carried out
through a public offering if the shares to be purchased represent a
significant percentage in relation to the mean traded
volume.
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Regulation
of the CNV as amended, provides general requirements that any
company must comply with in the case of the acquisition of its
shares under the Corporations Law or under the Capital Markets Law.
The acquisition of its shares by a company must be:
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approved
by a resolution of the board of directors with a report of its
supervisory committee,
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notice
must be given to the CNV with the expression of the motives of the
decision,
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be
carried out with net profits or free reserves from the last
financial statements and approved by the board of
directors,
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the
board of directors has to prove to the CNV, that the company has
the necessary liquidity and that the acquisition does not affect
its solvency,
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all
shares acquired by the company, including those that may have been
acquired before and held by it as treasury stock, may not exceed
10% of its capital stock.
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There
are no legal limitations to ownership of our securities or to the
exercise of voting rights pursuant to the ownership of our
securities, by non-resident or foreign shareholders.
Registrations and Transfers
Our
common shares are held in registered, book-entry form. The registry
for our shares is maintained by Caja de Valores S.A. at its executive
offices located at 25 de mayo 362, (C1002ABH) Buenos Aires,
Argentina. Only those persons whose names appear on such share
registry are recognized as owners of our common shares. Transfers,
encumbrances and liens on our shares must be registered in our
share registry and are only enforceable against us and third
parties from the moment registration takes place.
Amendment to the by-laws.
On the
shareholders’ meeting held on October 10, 2007, our
shareholders decided to amend the following sections of the
by-laws: (i) Section Thirteen in order to adapt the performance
bonds granted by directors to current rules and regulations, and
(ii) Section Sixteen in order to incorporate the possibility of
holding remote board meetings pursuant the provisions of section 65
of Executive Branch Decree 677/01.
On the
shareholders’ meeting held on October 31, 2012, our
shareholders decided to amend the Section XVII of the by-laws in
order to modify the quorum and majorities of the remote board
meetings.
On the
shareholder´s meeting held on October 31, 2014, our
shareholders decided to amend the following sections of the
by-laws: (i) Section First in order to comply with the Capital
Markets Law No. 26,831 and (ii) Section Twenty-Four in order to
incorporate the regulation of the shareholders’ meeting held
with shareholders present or communicated through teleconference
technologies.
C. MATERIAL CONTRACTS
We do
not have any material contract entered into outside the ordinary
course of business other than some of the operations previously
described under the Related Party Transactions, the Recent
Developments and Our Indebtedness sections.
D. EXCHANGE CONTROLS
Foreign Currency Regulation
Under
Decree No. 260/2002, the Argentine government had set up an
exchange market through which all foreign currency exchange
transactions are made. Such transactions were subject to the
regulations and requirements imposed by the Central Bank. Under
Communication “A” 3471, as amended, the Central Bank
established certain restrictions and requirements applicable to
foreign currency exchange transactions. If such restrictions and
requirements are not met, criminal penalties shall be
applied.
Under
Communication “A” 6037, dated August 8th, 2016, and
Communication “A” 6150, of the Central Bank, no further
authorization is required for residents and non-residents to have
access to local exchange market and there is no amount or matter
that limits the access thereto.
Outflow and Inflow of Capital
Inflow of capital
Under
Argentine Foreign Investment Law No. 21,382, as amended, and the
wording restated under Executive Branch Decree No. 1853/1993, the
purchase of stock of an Argentine company by an individual or legal
entity domiciled abroad or by an Argentine “foreign
capital” company (as defined under the Foreign Investment
Law) represents a foreign investment.
Pursuant
to Resolution E 1/2017 of the Ministerio de Hacienda and the
Communication “A” 6150 of the Central Bank, it was
deleted the obligation that required non-residents to perform
portfolio investments in the country intended for the holding of
private sector financial assets to maintain for a period of 120
days of permanence the funds in the country.
As of
that resolution and the provisions of Communication “A”
6244 of the Central Bank, there are no restrictions on entry and
exit in the MULC.
Obligation for the settlement of funds through the
MULC
General rules. Exports.
Pursuant
to Decree No. 1606/2011 and Communications “A” 3602 and
“A” 3493 of the Central Bank, any foreign currency
derived from foreign trade must be settled through the
MULC.
Within
365 running days as of the date of the disbursement of the funds
abroad, corresponding to the payment of exportation of goods,
advance payments of exports and pre financing loans for exports,
such funds must be settled through the MULC. Such funds shall be
credited in a local bank account duly opened in favor of the
client, which may be either in Pesos or in another
currency.
Services
Communication
“A” 5264 set forth that the payments in foreign
currency received by residents for the export of services and
payment of losses for insurance policies hired with nonresidents
under the applicable rules must be settled through the MULC within
365 running days as of its collection abroad or locally or its
deposit in foreign bank accounts.
Such
funds are exempted to be settled through the MULC to the extent
such exemption is actually contemplated in the foreign exchange
regulations and such amounts are applied for the cancellation of
foreign financial indebtedness.
Outflow of capital, including the availability of cash or cash
equivalents
Exchange Transactions Inquiry Program
Communication
“A” 5850, of December 2015, revoke Communication
“A” 5245 that regulated an Exchange Transaction Inquiry
Program established on October 28, 2011, by the Federal
Administration of Public Revenues (Administración Federal de Ingresos
Públicos, or “AFIP”) through which the
entities authorized by the Central Bank to deal in foreign exchange
were supposed to inquire and register through an IT system the
total Peso amount of each exchange transaction at the moment it is
closed.
Financial Indebtedness
Pursuant
to Resolution E 1/2017 of the Ministerio de Hacienda and the
Communication “A” 6150 of the Central Bank, it was
deleted the obligation that required non-residents to perform
portfolio investments in the country intended for the holding of
private sector financial assets to maintain for a period of 120
days of permanence the funds in the country.
As of
that resolution and the provisions of Communication “A”
6244 of the Central Bank, there are no restrictions on entry and
exit in the MULC.
Formation of off-shore assets by residents with and without
subsequent allocation to specific purposes
Under
Communication “A” 5850, 5899, 6037, 6058, 6137 and
6244, as amended, of the Central Bank, residents shall have access
to the local exchange market without prior authorization of the
Central Bank in order to purchase of foreign currency for the
formation of off-shore assets by residents.
Outflow of funds for payment to non-residents
According
to Communication “A” 5264, amended by Communication
“A” 5377 (issued on December 14, 2012) and
Communication “A” 6037, 6058, 6137 and 6244, as
amended, of the Central Bank there are no limits or restrictions
applicable for residents who access the foreign exchange market to
pay services, debts and profits to non-residents. The access to the
MULC requires the filing of certain documentation by residents
demonstrating the validity of transactions in which the funds are
purchased for its remittance abroad.
Payment of services
As it
was mentioned above, there is no restriction applicable for
payments to be made to non-residents for performed services. The
regulation covers all types of services without making any
specifications. The financial entity shall require the filing of
documentation supporting the authenticity of the transaction, the
service rendered by the non-resident to the resident and the amount
to be transferred abroad.
If
services performed are not related to the activities actually
developed by the resident, the financial entity shall require a
copy of the contract by which the payment obligation arises from
and an auditor report. Such requirements intend to demonstrate the
actual rendering of services to the non-resident and the existence
of the debt.
Payment of rents (interest, profits and dividends)
As of
January 8, 2003, Communication “A” 3859, item 3,
allowed Argentine companies to transfer abroad profits and
dividends related to closed financial statements certified by
independent accountants without being required to obtain the prior
authorization of the Central Bank. Such Communication was replaced
by Communication “A” 5264, amended by Communication
“A” 5377 and Communication “A” 6037, 6058,
6137 and 6244 as amended of the Central Bank.
The
payments of profits and dividends to non-residents or holders of
our ADRs are authorized, insofar as such payments are made
according to financial statements duly audited and approved at our
annual meeting of shareholders’.
Payment of foreign financial indebtedness
Access
to the exchange market is allowed for payments of principal amounts
due.
In
general terms, access to MULC for payment of principal, interest
and prepayment of financial indebtedness incurred by Argentine
residents in the private non-financial sector and financial sector
are allowed subject to regulations set forth by Communications
“A” 6037, of August 8, 2016.
Pursuant
to Resolution E 1/2017 of the Ministerio de Hacienda and the
Communication “A” 6150 of the Central Bank, it was
deleted the obligation that required non-residents to perform
portfolio investments in the country intended for the holding of
private sector financial assets to maintain for a period of 120
days of permanence the funds in the country.
As of
that resolution and the provisions of Communication “A”
6244 of the Central Bank, there are no restrictions on entry and
exit in the MULC.
Direct Investment Reporting System
Direct Investments made in Argentina by nonresidents
Under
Communication “A” 4237, the Central Bank established a
reporting system in connection with direct investments and real
estate investments made by nonresidents in Argentina and by
residents abroad.
Nonresidents
must comply every semester with the above mentioned reporting
system if the amount of the investment in Argentina reaches or
exceeds US$500,000. If such amount is not reached, the reporting
system is optional.
In this
regard, on December 17, 2015, Communication “A” 5850
issued by the Central Bank restored the possibility of nonresidents
to repatriate their investment capital and through Communications
“A” 6037 and “A” 6244 of the Central Bank
of dates August 8, 2016 and May 19, 2017, respectively, were
defined the new regulations that apply to the acquisition of
foreign currency and the elimination of all other restrictions that
prevent residents and nonresidents from accessing the market of
changes.
Direct investments made outside Argentina by Argentine
residents
Argentine
residents are required to meet the reporting system set forth in
Communication “A” 4237 every year if the value of their
investments abroad reaches or exceeds US$1.0 million and it’s
under US$5.0 million, and every semester if it reaches or exceeds
US$5.0 million. If the value of such investments abroad does not
reach US$1.0 million, compliance with the reporting system is
optional.
Sales of foreign exchange to nonresidents
Access
to local exchange market shall be given as well to non residents
for them to transfer to their own foreign accounts the payments
collected in the country. Specific documentation that backs up the
cause of the payment may be required by the Central
Bank.
For
further details of the totality of the exchange and controlling
restrictions applicable in Argentina, investors is suggested to
read the Communication “A” 6037, Communication
“A” 6058, Communication “A” 6137 and the
Communication “A” 6244 and its modifications of the
Argentina Central Bank, and Decree No. 616/2005 with its
regulations and complementary and / or modifying rules, to which
the interested parties may consult the same on the website of the
Ministerio de Hacienda (www.minhacienda.gob.ar) and the Ministerio
de Finanzas (www.minfinanzas.gob.ar), or the Central Bank
(http://www.bcra.gob.ar).
Money Laundering
Argentine
Law No. 25,246, as amended by Laws Nos. 26,118, 26,268, 26,683 and
27,270, categorizes money laundering as a crime, which is defined
as the exchange, transfer, management, sale or any other use of
money or other assets obtained through a crime, by a person who did
not take part in such original crime, with the potential result
that such original assets (or new assets resulting fromsuch
original assets) have the appearance of having been obtained
through legitimate means. In spite of the fact that there is a
specific amount for the money laundering category (Ps.300,000), the
crimes committed for a lower amount are also punished, but the
prison sentence is reduced.
After
the enactment of Law No. 26,683, money laundering was included in
the Penal Code as an independent crime against economic and
financial order and it was split from the title
“Concealment” as originally disposed. Therefore, money
laundering is a crime which may be prosecuted
independently.
The
money laundering law created the Financial Information Unit (UIF).
UIF is in charge of the analysis, treatment and transmission of
information to prevent and impede the money laundering originating
from, among others:
a)
Crimes related to the traffic and illegal commercialization of
drugs (Law No. 23,737)
b)
Crimes related to arms traffic (Law No. 22,415)
c)
Crimes related to illegal association or terrorist
association
d)
Crimes committed by illegal associations organized to commit crimes
for political or racial purposes;
e)
Crimes against Public Administration
f)
Crimes of minor’s prostitution and child
pornography
g)
Crimes related to terrorism financing
The UIF
analyzes the information received by entities that have the
obligation to report suspicious activities or operations and, as
the case may be, inform the Public Ministry to carry out the
investigations that may be considered relevant or
necessary.
The
money laundering legal framework in Argentina also assigns
information and control duties to certain private sector entities,
such as banks, agents, non-profits organizations, stock exchanges,
insurance companies, according to the regulations of the Financial
Information Unit,and for financial entities, the Central Bank.
These regulations apply to many Argentine companies, including us.
These obligations consist mainly of: (i) maintaining internal
policies and procedures aimed at money laundering prevention and
financing of terrorism, especially through the application of the
policy “know your client”; (ii) reporting any
suspicious activity or operation and (iii) acting according the
Money Laundering Law with respect to the confidentiality of the
information obtained from the clients. For that purpose, each
entity involved must appoint an officer responsible for the
monitoring and control under the Money Laundering Law.
On May
8, 2009, and in its capacity as obliged subject under the rules
enacted by UIF, the CNV issued Resolution No. 554 which
incorporated within the exchange market many provisions aimed at
comply with money laundering prevention pursuant to Law No. 25,246,
as amended. In that regard, such resolution established that any
entity subject to the supervision of CNV could only take part in
securities transactions if they were ordered by parties that were
registered or domiciled in jurisdictions not included in the list
of tax havens detailed in Decree No. 1344/98. Furthermore, the
Resolution provided that securities transactions made by parties
registered or domiciled in jurisdictions that are not included in
such list, but that act as intermediaries of securities’
markets under the supervision of an agency similar to the CNV, were
allowed only if such agency has signed a memorandum of mutual
understanding with the CNV.
On
February 2, 2012, Resolution No. 554 was replaced by Resolution No.
602 so as to adapt and complement the instructions issued by UIF
applying to the entities under the supervision of CNV, including
some payment modalities and control proceedings for the reception
and deliver of funds to the clients, fixing amounts and instruments
to be used. Moreover, such resolution updated the reference to the
Decree which referred to tax havens (No. 1,037).
As part
of a more comprehensive modification of the rules that govern the
scope of supervision of CNV, derive from the enactment of the
Capital Markets Law and the CNV Rules, which stablished a new
regime for the public offer of securities, CNV issued a new
re-arranged text of its rules. Through the CNV Rules, the CNV
incorporates a new chapter of Money Laundering and Terrorist
Financing including dispositions related to the fulfillment of
duties to be complied by “Agentes de Negociación,”
“Agentes de Liquidación
y Compensación,” “Agentes de Distribución y
Colocación” and “Agentes de Administración de Productos de
Inversión Colectiva,” considered as obliged
subject under the terms of sections 4, 5 and 22 of article 20 of
Law No. 25,246. Such agents are obliged to comply with any
provision arising from Law No. 25,246 and its amendments,
regulations enacted by UIF, including decrees of National Executive
Power with reference to the decisions adopted by the United Nations
Security Council, in the fight against terrorism and to comply with
the resolutions issued by the Ministry of Foreign Affairs,
International Trade and Religion. Furthermore, “Agentes de Custodia de Productos de
Inversión Colectiva (Sociedades Depositarias de Fondos Comunes
de Inversión”); “Agentes de corretaje,”
“Agentes de depósito colectivo” and listed
companies with respect to contribution, irrevocable contributions
or indebtedness made by a shareholder or a third person to become a
shareholder in the future, are also reached by the
resolution.
Those
subjects must send by internet (through the online application of
CNV) their tax identification number. Additionally, in case of
companies, it must be informed the personal data of the
“Compliance Officer” (both regular and
alternate).
The CNV
Rules provide that the subjects under their jurisdiction, may only
take action to transactions in the scope of public offering of
securities, stipulated, future or optional contracts of any nature
and other instruments and financial products when made or directed
by registered, domiciled or domestic subjects or those who reside
in dominions, jurisdictions, territories or associated states that
appear included in the list of cooperating countries provided in
article 2º, subsection b) of Decree No. 589/2013.
When
those subjects are not included in the referred list and, in their
origin jurisdictions, are only registered intermediates of an
entity subject to control and supervision of a body that fulfills
similar duties to those of the CNV, the transactions shall only
have effect provided that the body in their origin jurisdiction has
signed a memorandum of understanding, cooperation and exchange of
information with the CNV.
With
the purpose of strengthening the requirements in order to grant the
authorization to operate in the exchange market, some new
requisites were established in connection with: (i) competence and
capacity; (ii) moral integrity and honesty and (iii) solvency. Such
requisites are subject to the appraisal of CNV and must be
fulfilled by managers, directors, auditors and any other individual
who perform duties or activities within the company.
Pursuant
to Decree 360/2016 dated February 16, 2016, the Argentine
government created the “National Coordination Program for
Combating Money Laundering and Terrorist Financing” within
the purview of the Ministry of Justice and Human Rights. Its
purpose is to rearrange, coordinate and strengthen the anti-money
laundering and anti-terrorist financing system at national level,
in light of the actual risks that could impact the Argentine
territory and the global requirements to be met under the scope of
the obligations and international recommendations of the United
Nations and FATF standards.
Moreover,
Law No. 27,260, which introduced certain tax modifications and a
new regime for residents to disclose undeclared assets, established
that the UIF would now be within the purview of the Ministry of
Economy and Finances. Nowaydays, as a result of the reorganization
of said ministry, the UIF depends on the Ministry of Finance. For
its part, the UIF recently issued Resolution No. 4/2017, which
requires certain specific due diligence procedures (commonly called
"know your client") to be performed when a national or foreign
depositor opens a bank account for the purpose of
investment.
Some
other measures are set forth related to listed companies or their
shareholders or beneficial owners who had been convicted or
condemned in connection with money laundering and/or terrorist
financing activities or appeared in the list published by the
United Nation Security Council.
E. TAXATION
United States Taxation
The
following summary describes the material United States federal
income tax consequences of the ownership of our common shares and
ADSs as of the date hereof. The discussion set forth below is
applicable to U.S. Holders (as defined below). Except where noted,
this discussion deals only with U.S. Holders that hold our common
shares or ADSs as capital assets. This summary does not represent a
detailed description of the United States federal income tax
consequences applicable to you if you are subject to special
treatment under the United States federal income tax laws,
including if you are:
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a
bank;
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a
dealer in securities or currencies;
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a
financial institution;
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a
regulated investment company;
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a real
estate investment trust;
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an
insurance company;
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a
tax-exempt organization;
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a
person holding our common shares or ADSs as part of a hedging,
integrated or conversion transaction, constructive sale or
straddle;
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a
trader in securities that has elected the mark-to-market method of
accounting for your securities;
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a
person liable for alternative minimum tax;
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a
person who owns or is deemed to own 10% or more of the voting stock
of our company;
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a
partnership or other pass-through entity for United States federal
income tax purposes; or
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a
person whose “functional currency” is not the U.S.
Dollar.
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Furthermore,
the discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the “Code”), and
regulations, rulings and judicial decisions thereunder as of the
date hereof, and such authorities may be repealed, revoked or
modified so as to result in United States federal income tax
consequences different from those discussed below. This summary
does not contain a detailed description of all the United States
federal income tax consequences to you in light of your particular
circumstances and does not address the Medicare tax on net
investment income, or the effects of any state, local or non-United
States tax laws. In addition, this summary is based, in part, upon
representations made by the depositary (the
“Depositary”) to us and assumes that the deposit
agreement governing the ADSs, and all other related agreements,
will be performed in accordance with their terms.
As used
herein, the term “U.S. Holder” means a beneficial owner
of common shares or ADSs that is for United States federal income
tax purposes:
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an
individual citizen or resident of the United States;
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a
corporation created or organized in or under the laws of the United
States, any state thereof or the District of Columbia;
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an
estate the income of which is subject to United States federal
income taxation regardless of its source; or
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a trust
if it (1) is subject to the primary supervision of a court within
the United States and one or more United States persons have the
authority to control all substantial decisions of the trust or (2)
has a valid election in effect under applicable United States
Treasury regulations to be treated as a United States
person.
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If a
partnership holds our common shares or ADSs, the tax treatment of a
partner will generally depend on the status of the partner and the
activities of the partnership. If you are a partner of a
partnership holding our common shares or ADSs, you should consult
your tax advisors.
IF YOU ARE CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF
COMMON SHARES OR ADSS YOU SHOULD CONSULT YOUR OWN TAX ADVISOR
CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO YOU
AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER
TAXING JURISDICTION.
ADSs
In
general, for United States federal income tax purposes, U.S.
Holders of ADSs will be treated as the owners of the underlying
common shares that are represented by the ADSs. Accordingly,
deposits or withdrawals of our common shares by U.S. Holders for
ADSs will not be subject to United States federal income
tax.
Distributions on Common Shares or ADSs
Subject
to the discussion under “Passive Foreign Investment
Company” below, the gross amount of distributions on our
common shares or ADSs (including amounts withheld to reflect
Argentine withholding taxes, if any) will be taxable as dividends
to the extent paid out of our current or accumulated earnings and
profits (as determined under United States federal income tax
principles). Such income (including withheld taxes) will be
includable in your gross income as ordinary income on the day
actually or constructively received by you, in the case of common
shares, or by the Depositary, in the case of ADSs. Such dividends
will not be eligible for the dividends-received deduction allowed
to corporations under the Code.
With
respect to non-corporate United States investors, certain dividends
received from a qualified foreign corporation may be subject to
reduced rates of taxation. A foreign corporation is treated as a
qualified foreign corporation with respect to dividends received
from that corporation on shares (or ADSs representing such shares)
that are readily tradable on an established securities market in
the United States. United States Treasury Department guidance
indicates that our ADSs (which are listed on the NASDAQ), but not
our common shares, are readily tradable on an established
securities market in the United States. Thus, we do not believe
that dividends that we pay on our common shares that are not
represented by ADSs currently meet the conditions required for
these reduced tax rates. Non-corporate holders that do not meet a
minimum holding period requirement during which they are not
protected from the risk of loss or that elect to treat the dividend
income as “investment income” pursuant to Section
163(d)(4) of the Code will not be eligible for the reduced rates of
taxation regardless of our status as a qualified foreign
corporation. In addition, the rate reduction will not apply to
dividends if the recipient of a dividend is obligated to make
related payments with respect to positions in substantially similar
or related property. This disallowance applies even if the minimum
holding period has been met.
The
amount of any dividend paid in Pesos will equal the U.S. Dollar
value of the Pesos received calculated by reference to the exchange
rate in effect on the date the dividend is actually or
constructively received by you, in the case of common shares, or by
the Depositary, in the case of ADSs, regardless of whether the
Pesos are converted into U.S. Dollars. If the Pesos received are
not converted into U.S. Dollars on the day of receipt, you will
have a basis in the Pesos equal to their U.S. Dollar value on the
date of receipt. Any gain or loss you realize on a subsequent
conversion or other disposition of the Pesos will be treated as
United States source ordinary income or loss.
Subject
to certain significant conditions and limitations, Argentine tax
withheld from dividends, if any, may be treated as foreign income
tax eligible for credit or deduction against your United States
federal income tax liability. For purposes of the foreign tax
credit, dividends paid on the common shares or ADSs will be treated
as income from sources outside the United States and will generally
constitute passive category income. Further, in certain
circumstances, if you have held ADSs or common shares for less than
a specified minimum period during which you are not protected from
risk of loss, or are obligated to make payments related to the
dividends, you will not be allowed a foreign tax credit for foreign
taxes imposed on dividends paid on ADSs or common shares. The rules
governing the foreign tax credit are complex. Investors are urged
to consult their tax advisors regarding the availability of the
foreign tax credit under their particular
circumstances.
To the
extent that the amount of any distribution (including amounts
withheld to reflect Argentine withholding taxes, if any) exceeds
our current and accumulated earnings and profits for a taxable
year, as determined under United States federal income tax
principles, the distribution will first be treated as a tax-free
return of capital, causing a reduction in the adjusted basis of the
ADSs or common shares, and the balance in excess of adjusted basis
will be taxed as capital gain recognized on a sale or exchange.
However, we do not expect to keep earnings and profits in
accordance with United States federal income tax principles.
Therefore, you should expect that a distribution will generally be
treated as a dividend (as discussed above).
Taxation of Capital Gains
Subject
to the discussion under “Passive Foreign Investment
Company” below, upon the sale, exchange or other disposition
of common shares or ADSs, you generally will recognize capital gain
or loss equal to the difference between the U.S. Dollar value of
the amount realized upon the sale, exchange or other disposition
and the adjusted tax basis of the common shares or ADSs, determined
in U.S. Dollars. The capital gain or loss will be long-term capital
gain or loss if at the time of sale, exchange or other disposition
you have held the common shares or ADSs for more than one year.
Long-term capital gains of individuals are eligible for reduced
rates of taxation. The deductibility of capital losses is subject
to limitations. Any gain or loss you recognize will generally be
treated as United States source gain or loss. Consequently, you may
not be able to use the foreign tax credit arising from any
Argentine tax imposed on the disposition of common shares or ADSs
unless such credit can be applied (subject to applicable
limitations) against tax due on other income treated as derived
from foreign sources.
Passive Foreign Investment Company
Based
on the current and projected composition of our income and the
valuation of our assets, including goodwill, we do not believe we
were a PFIC for United States federal income tax purposes for the
taxable year ending June 30, 2017, and we do not currently expect
to become a PFIC, although there can be no assurance in this
regard. The determination of whether we are a PFIC is made
annually. Accordingly, it is possible that we may be a PFIC in the
current or any future taxable year due to changes in our asset or
income composition or if our projections are not accurate. The
volatility and instability of Argentina’s economic and
financial system may substantially affect the composition of our
income and assets and the accuracy of our projections. In addition,
this determination is based on the interpretation of certain U.S.
Treasury regulations relating to rental income, which regulations
are potentially subject to differing interpretation.
In
general, we will be a PFIC for any taxable year in which either (i)
at least 75% of the gross income of our company for the taxable
year is passive income or (ii) at least 50% of the value
(determined on the basis of a quarterly average) of our assets is
attributable to assets that produce or are held for the production
of passive income. For this purpose, passive income generally
includes dividends, interest, royalties and rents (other than
royalties and rents derived in the active conduct of a trade or
business and not derived from a related person), annuities and
gains from assets that produce passive income. If we own at least
25% by value of the stock of another corporation, we will be
treated for purposes of the PFIC tests as owning a proportionate
share of the assets of the other corporation, and as receiving
directly a proportionate share of the other corporation’s
income.
If we
are a PFIC for any taxable year during which you hold common shares
or ADSs in our company, unless you make the mark-to-market election
discussed below, you will be subject to special tax rules discussed
below.
If we
are a PFIC for any taxable year during which you hold our common
shares or ADSs, you will be subject to special tax rules with
respect to any “excess distribution” received and any
gain realized from a sale or other disposition, including a pledge,
of such common shares or ADSs. Distributions received in a taxable
year that are greater than 125% of the average annual distributions
received during the shorter of the three preceding taxable years or
your holding period for the common shares or ADSs will be treated
as excess distributions. Under these special tax rules (i) the
excess distribution or gain will be allocated ratably over your
holding period for the common shares or ADSs, (ii) the amount
allocated to the current taxable year, and any taxable year prior
to the first taxable year in which we were a PFIC, will be treated
as ordinary income, and (iii) the amount allocated to each other
year will be subject to tax at the highest tax rate in effect for
that year and the interest charge generally applicable to
underpayments of tax will be imposed on the resulting tax
attributable to each such year.
If we
are a PFIC for any taxable year during which you hold our common
shares or ADSs and any of our non-United States subsidiaries is
also a PFIC, you would be treated as owning a proportionate amount
(by value) of the common shares of the lower tier PFIC for purposes
of the application of these rules. You are urged to consult your
tax advisors about the application of the PFIC rules to any of our
subsidiaries.
In
addition, non-corporate U.S. Holders will not be eligible for
reduced rates of taxation on any dividends received from us if we
are a PFIC in the taxable year in which such dividends are paid or
in the preceding taxable year.
In
certain circumstances, in lieu of being subject to the excess
distribution rules discussed above, you may make an election to
include gain on the stock of a PFIC as ordinary income under a
mark-to-market method provided that such stock is regularly traded
on a qualified exchange. Under current law, the mark-to-market
election is only available for stock traded on certain designated
United States exchanges and foreign exchanges which meet
certaintrading, listing, financial disclosure and other
requirements to be treated as a qualified exchange under applicable
United States Treasury regulations. Consequently, the
mark-to-market election may be available to you with respect to the
ADSs because the ADSs are listed on the NASDAQ, which constitutes a
qualified exchange under the regulations, although there can be no
assurance that the ADSs will be regularly traded. You should note
that only the ADSs and not the common shares are listed on the
NASDAQ. The common shares are listed on the BASE. Consequently, the
BASE would need to meet the trading, listing, financial disclosure
and other requirements of the United States Treasury regulations.
The ADSs or common shares would also need to be regularly traded on
such exchanges in order for the ADSs or common shares to be
potentially eligible for the mark-to-market election.
If we
are a PFIC in any taxable year in which you hold our common shares
or ADSs, but you do not make a mark-to-market election until a
subsequent taxable year, you will be subject to special rules in
the taxable year of the election. You should consult your own tax
advisors regarding the application of the mark-to-market election
in your particular situation.
If you
make an effective mark-to-market election, you will include in
income each year that we are a PFIC as ordinary income, rather than
capital gain, the excess, if any, of the fair market value of your
common shares or ADSs at the end of the taxable year over your
adjusted tax basis in the common shares or ADSs and will be
permitted an ordinary loss in respect of the excess, if any, of the
adjusted basis of such common shares or ADSs over their fair market
value at the end of each such taxable year, but only to the extent
of the net amount previously included in income as a result of the
mark-to-market election. Your basis in the common shares or ADSs
will be adjusted to reflect any such income or loss amounts. Any
gain or loss on the sale of the common shares or ADSs will be
ordinary income or loss, except that such loss will be ordinary
loss only to the extent of the previously included net
mark-to-market gain.
If you
make a mark-to-market election it will be effective for the taxable
year for which the election is made and all subsequent taxable
years unless the common shares or ADSs are no longer regularly
traded on a qualified exchange or the Internal Revenue Service
consents to the revocation of the election. Mark-to-market
inclusions and deductions will be suspended during taxable years in
which we are not a PFIC, but would resume if we subsequently become
a PFIC. You are urged to consult your own tax advisor about the
availability of making such a mark-to-market election.
Alternatively,
a United States investor that owns common shares or ADSs in a PFIC
can sometimes avoid the rules described above by electing to treat
the company as a “qualified electing fund” under
Section 1295 of the Code. This option is not available to you
because we do not intend to comply with the requirements necessary
to permit you to make this election.
A U.S.
Holder who owns common shares or ADSs during any year that we are a
PFIC must generally file IRS Form 8621.
You
should consult your own tax advisors concerning the United States
federal income tax consequences of holding the common shares or
ADSs if we are considered a PFIC in any taxable year.
Argentine Personal Assets Tax
Amounts
paid on account of the Argentine personal assets tax, if any, will
not be eligible as a credit against your United States federal
income tax liability, but may be deductible subject to applicable
limitations in the Code.
Information Reporting and Backup Withholding
In
general, information reporting requirements will apply to
distributions on common shares or ADSs and to the proceeds of sale
of common shares or ADSs paid to you within the United States (and
in certain cases, outside the United States), unless you are an
exempt recipient. Backup withholding may apply to such payments if
you fail to provide a correct taxpayer identification number or
certification of exempt status or fail to report in full dividend
and interest income.
Any
amounts withheld under the backup withholding rules will be allowed
as a refund or a credit against your United States federal income
tax liability provided you furnish the required information to the
Internal Revenue Service.
Argentine Taxation
The
following discussion is a summary of certain Argentine tax
considerations associated with an investment in, ownership or
disposition of, the common shares or the ADSs by (i) an individual
holder that is resident in Argentina, (ii) an individual holder
that is neither domiciled nor resident in Argentina, (iii) a legal
entity organized under the laws of Argentina, (iv) a permanent
establishment in Argentina of a foreign entity and (v) a legal
entity that is not organized under the laws of Argentina, that does
not have a permanent establishment in Argentina and is not
otherwise doing business in Argentina on a regular basis. The
discussion is for general information only and is based on current
Argentine tax laws. Moreover, while this summary is considered to
be a correct interpretation of existing laws in force as of the
date of this filing, no assurance can be given that the courts or
administrative authorities responsible for the administration of
such laws will agree with this interpretation or that changes in
such laws or interpretations will not occur.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR
REGARDING THE PARTICULAR TAX CONSEQUENCES ARISING UNDER ANY TAXING
JURISDICTION.
Income tax
Law No.
26,893, enacted on September 12, 2013 and published in the Official
Gazette on September 23, 2013, introduced several amendments to
Income Tax Law No. 20,628 in connection with, among others, the
taxation of gains derived from transfers of shares and other
securities, including the derogation of Section 78 of Decree No.
2,284/1991, which provided that foreign holders with no permanent
establishment in Argentina were exempt from paying income tax on
the capital gains arising from the sale or other disposition of
shares or ADSs.
On
February 7, 2014, the Executive Branch issued Decree No. 2,334/13,
which regulates Law No. 26,893.
The
changes introduced by Law No. 26,893 are effective from the date of
publication of such law in the Official Gazette and are applicable
to taxable events consummated from such date onwards.
Taxation of Dividends
Dividends,
whether in cash, in shares or in kind, approved by our shareholders
are not subject to income tax withholding except for the
application of the “Equalization Tax” described
below.
An
income tax withholding will be applied to the amount of dividends
distributed in excess of a company’s net taxable income
determined in accordance with general income tax regulations for
the fiscal years preceding the date of the distribution of such
dividends (the “Equalization Tax”). The legislation
requires that companies withhold 35% of the amount of distributed
dividends in excess of the net taxable income of such distribution,
as determined in accordance with the income tax law. Dividends
distributed by an Argentine company are not subject to this tax to
the extent that those dividends arise from dividend income or other
distributions received by such company from other Argentine
companies.
Dividend
distributions made in kind (other than cash) will be subject to the
same tax rules as cash dividends. Stock dividends on fully paid
shares are not subject to Equalization Tax.
Certain
tax treaties contemplate the application of a ceiling tax rate on
dividends (i.e. 10% on gross dividends).
Taxation of Capital Gains
From
the effectiveness of Law No. 26,893 income from sale, exchange,
disposition or transfer of shares or ADSs is subject to income tax,
irrespective of the person that obtains such income, exception made
of transactions made by resident individuals involving shares and
other securities that are listed on securities exchanges or markets
and/or authorized to be offered to the public.
Resident individuals
Capital
gains obtained by resident individuals or undivided estates
situated in Argentina from the sale or disposition of common shares
and other securities are subject to income tax at a 15% rate on net
income (non resident sellers may opt to determine the taxable
income subject to tax under one of the following mechanisms: a)
apply a deemed taxable base of 90% of the gross proceeds derived
from the transaction - the effective rate is, therefore, 13.5% of
the sale price; or b) calculate the actual net income by offsetting
from the sale price the cost basis and other expenses incurred to
purchase the shares), unless such securities were traded in stock
markets and/or have public offering authorization, in which case an
exemption applies. The amendments introduced by the implementing
Decree No. 2,334/13 state that the exemption includes income
derived from the sale of common shares and other securities made
through a stock exchange market duly authorized by the
CNV.
It is
not clear whether the term “includes” (as used in the
implementing Decree 2,334/2013) means that the exemption only
refers to sales of securities made through a stock exchange market
duly authorized by the CNV or whether the implementing Decree
2,334/2013 intended to clarify that such sales were just one of the
possibilities that may be covered by the exemption (in addition to
publicly offering authorized securities, as provided in the
Argentine Income Tax Law). Certain qualified tax authorities have
publicly opined that the exemption exclusively refers to sales of
securities made through a stock exchange market duly authorized by
the CNV.
Losses
arising from the sale, exchange or other disposition of common
shares or ADSs can be applied only to offset such capital gains
arising from the sale, exchange or other disposition of these
securities, for a five-year carryover period.
Foreign beneficiaries
Capital
gains obtained by non-Argentine individuals or non-Argentine
entities from the sale, exchange or other disposition of shares are
subject to income tax, as the abovementioned exemption for shares
is not applicable to non-Argentine beneficiaries. Therefore, the
gain derived from the disposition of shares by foreign
beneficiaries is subject to Argentine income tax at a 15% rate on
the net capital gain or at a 13.5% rate on the gross price at the
seller´s election. Argentine Tax Authority (AFIP) by General
Resolution No. 4094-E, enacted on July 17, 2017, regulated with
respect to how this election is made, notwithstanding, this General
Resolution has been suspended until January 16, 2018.
When
both seller and buyer are non-residents, the person liable to pay
the tax shall be the buyer of the shares, quotas, equity interests
and other securities transferred. Argentine Tax Authority (AFIP) by
General Resolution No. 4094-E, enacted on July 17, 2017, regulated
the withholding and payment mechanism that the non-resident buyer
should follow, notwithstanding, this General Resolution has been
suspended until January 16, 2018.
Notwithstanding
the above, based on certain tax precedents, there may be support to
argue that gains obtained by a non-resident from the disposal of
ADSs should be regarded as foreign source income and, therefore,
not subject to Argentine income tax. As this is a controversial
issue, further analysis is required.
Argentine entities
Capital
gains obtained by Argentine entities (in general entities organized
or incorporated under Argentine law, certain traders and
intermediaries, local branches of non-Argentine entities, sole
proprietorships and individuals carrying on certain commercial
activities in Argentina) derived from the sale, exchange or other
disposition of shares or ADSs are subject to income tax at the rate
of 35%.
Losses
arising from the sale, exchange or other disposition of shares or
ADSs can be applied only to offset such capital gains arising from
the sale, exchange or other disposition of these securities, for a
five-year carryover period.
WE RECOMMEND PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISOR
REGARDING THE PARTICULAR TAX CONSEQUENCES CONCERNING THE SALE OR
OTHER DISPOSITIONS OF SHARES AND ADSs.
Value Added Tax
The
sale, exchange, disposition, or transfer of common shares or ADSs
is not subject to value added tax. Dividend distributions are not
levied with value added tax either.
Tax on Personal Assets
Argentine
entities, such as us, have to pay the personal assets tax
corresponding to Argentine and foreign domiciled individuals and
foreign domiciled entities for the holding of our shares. The
applicable tax rate is 0.25% and is levied on the proportional net
worth value (valor patrimonial proporcional), or the book value, of
the shares arising from the last balance sheet of the Argentine
entity calculated under Argentine GAAP. Pursuant to the Personal
Assets Tax Law, the Argentine company is entitled to seek
reimbursement of such paid tax from the applicable Argentine
domiciled individuals and/or foreign domiciled
shareholders.
Our
shareholders approved the absorption of personal asset tax by us
for the years 2002 to 2016. There can be no assurance that in the
future this tax will be absorbed by us.
Tax on Minimum Notional Income (Impuesto a la Ganancia M’nima
Presunta, “IGMP”)
Entities
domiciled in Argentina, partnerships, foundations, sole
proprietorships, trusts, certain mutual funds organized in
Argentina, and permanent business establishments owned by foreign
persons, among other taxpayers, shall apply a 1% rate to the total
value of assets held by such persons, above an aggregate nominal
amount of Ps.200,000. Nevertheless, common shares and ADSs issued
by entities subject to such tax are exempt from the
IGMP.
Law No.
27.260 has repealed this tax for fiscal years commenced since
January 1, 2019.
Turnover Tax
The
gross turnover tax is a local tax; therefore, the rules of the
relevant provincial jurisdiction should be considered, which may
levy this tax on the purchase and sale, exchange or other
disposition of common shares or ADSs, and/or the collection of
dividends at an average rate of 6%, unless an exemption is
applicable. In the particular case of the City of Buenos Aires, any
transaction involving common shares and/or the collection of
dividends and revaluations is exempt from this tax.
There
is no gross income tax withholding system applicable to the
payments made to foreign beneficiaries.
Stamp Tax
Stamp
tax is a local tax that is generally levied on the formal execution
of onerous transactions within a certain provincial jurisdiction or
outside a certain provincial jurisdiction but with effects in such
jurisdiction. Therefore, the rules of the relevant provincial
jurisdiction should be considered for the issuance of instruments
which implement onerous transactions (including issuance,
subscription, placement and transfer) involving the common shares
or ADSs, executed in those jurisdictions, or with effects in those
jurisdictions.
Notwithstanding,
for the City of Buenos Aires, any instrument related to the
transfer of shares which public offering is authorized by the CNV
is exempt from this tax.
Tax on Credits and Debits in Bank Accounts
Credits
to and debits from bank accounts held at Argentine financial
institutions, as well as certain cash payments, are subject to this
tax, which is assessed at a general rate of 0.6%. There are also
increased rates of 1.2% and reduced rates of 0.075%. Owners of bank
accounts subject to the general 0.6% rate may consider 34% of the
tax paid upon credits to such bank accounts as a tax credit while
taxpayers subject to the 1.2% rate may consider 17% of all tax paid
upon credits to such bank accounts as a credit. Such amounts can be
utilized as a credit for income tax or tax on presumed minimum
income.
Other Taxes
There
are no Argentine federal inheritance or succession taxes applicable
to the ownership, transfer or disposition of our common shares or
ADSs. The provinces of Buenos Aires and Entre Ríos establish a
tax on free transmission of assets, including inheritance,
legacies, donations, etc. Free transmission of our shares could be
subject to this tax.
In the
case of litigation regarding the shares before a court of the City
of Buenos Aires, a 3% court fee would be charged, calculated on the
basis of the claim.
Tax Treaties
Argentina
has entered into tax treaties with several countries. There is
currently no tax treaty or convention in effect between Argentina
and the United States.
F. DIVIDENDS AND PAYING AGENTS
This
section is not applicable
G. STATEMENT BY EXPERTS
This
section is not applicable.
H. DOCUMENTS ON DISPLAY
We file
annual, quarterly and other information with the SEC. You may read
and copy any document that we file at the public reference rooms of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and
www.sec.gov. You may obtain information on the operation of the
public reference rooms by calling the SEC at 1-800-SEC-0330. Our
Internet address is http://www.cresud.com.ar. It
should be noted that nothing on our website should be considered
part of this annual report on Form 20-F. You may request a copy of
these filings at no cost, by writing or calling the office at +54
(11)-4814-7800.
I. SUBSIDIARY INFORMATION
This
section is not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market
Risk
In the
normal course of business, we are exposed to foreign exchange risk,
interest rate risks and other price risk, primarily related to
changes in exchange rates and interest rates. We manage our
exposure to these risks through the use of various financial
instruments, none of which are entered into for trading purposes.
We have established policies and procedures governing the use of
financial instruments, specifically as they relate to the type and
volume of such financial instruments. For further information on
our market risks, please see Note 4 to our Audited Consolidated
Financial Statements.
Item 12. Description of Securities Other than Equity
Securities
A. Debt Securities
This
item is not applicable
B. Warrants and Rights
This
item is not applicable
C. Other Securities
This
item is not applicable
D. American Depositary Shares
The
Bank of New York Mellon, as depositary for the ADSs (the
“Depositary”) collects its fees for delivery directly
from investors depositing shares or surrendering ADSs for the
purpose of withdrawal. The Depositary also collects taxes and
governmental charges from the holders of ADSs. The Depositary
collects these fees and charges by deducting those fees from the
amounts distributed or by selling a portion of distributable
property to pay the fees (after attempting by reasonable means to
notify the holder prior to such sale).
The
Depositary has agreed to reimburse or pay on our behalf, certain
reasonable expenses related to our ADS program and incurred by us
in connection with the program (such as NASDAQ listing fees, legal
and accounting fees incurred with preparation of Form 20-F and
ongoing SEC compliance and listing requirements, distribution of
proxy materials, investor relations expenses, etc).
The
amounts the Depositary reimbursed or paid are not perforce related
to the fees collected by the depositary from ADS
holders.
We
agree to pay the fees, reasonable expenses and out-of-pocket
charges of the Depositary and those of any registrar only in
accordance with agreements in writing entered into between the
Depositary and the Company from time to time. The Depositary shall
present its statement for such charges and expenses to the Company
once every three months. The charges and expenses of the custodian
are for the sole account of the Depositary.
The
following charges shall be incurred by any party depositing or
withdrawing shares or by any party surrendering receipts or to whom
receipts are issued (including, without limitation, issuance
pursuant to a stock dividend or stock split declared by us or an
exchange regarding the receipts or deposited securities or a
distribution of receipts), whichever applicable: (1) taxes and
other governmental charges, (2) such registration fees as may from
time to time be in effect for the registration of transfers of
shares generally on the share register ofthe Company or foreign
registrar and applicable to transfers of shares to the name of the
Depositary or its nominee or the custodian or its nominee on the
making of deposits or withdrawals hereunder, (3) such cable, telex
and fax transmission expenses as are expressly provided in the
deposit agreement, (4) such expenses as are incurred by the
Depositary in the conversion of foreign currency (5) a fee of
US$5.00 or less per 100 ADS (or portion), (6) a fee of US$0.02 or
less per ADS (or portion) for any cashdistribution made pursuant to
the deposit agreement including, but not limited to, and (7) a fee
for the distribution of securities, such fee being in an amount
equal to the fee for the execution and delivery of ADS referred to
above which would have been charged as a result of the deposit of
such securities, but which securities are instead distributed by
the Depositary to owners.
PART II
Item 13. Defaults, Dividend Arrearages and
Delinquencies
This
section is not applicable.
Item 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds
A. This
section is not applicable.
B. This
section is not applicable.
C. This
section is not applicable.
D. This
section is not applicable.
E. This
section is not applicable.
Item 15. Controls and Procedures
A. DISCLOSURE CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports we
file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is
accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial and Administrative Officer,
to allow our management to make timely decisions regarding required
disclosure. Any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objective. In connection with the
preparation of thisAnnual Report on Form 20-F, we carried out an
evaluation under the supervision and with the participation of
members of our management team, including our Chief Executive
Officer and Chief Financial and Administrative Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of June 30, 2017. Based upon
this evaluation our Chief Executive Officer and Chief Financial and
Administrative Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this Annual
Report on Form 20-F were effective at the reasonable assurance
level.
B. MANAGEMENT´S ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Our
management is responsible for establishing and maintaining adequate
Internal Control over Financial Reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act). Our Internal
Control over Financial Reporting includes a series of procedures
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of consolidated
financial statements for external purposes, in accordance with
International Financial Reporting Standards and includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets, (2) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of consolidated financial statements in
accordance with International Financial Reporting Standards and
that a company’s receipts and expenditures are being made
only in accordance with authorizations of our management and
directors, and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on our
consolidated financial statements.
Because
of its inherent limitations, Internal Control over Financial
Reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with
policies and procedures may deteriorate.
Management
assessed the effectiveness of our Internal Control over Financial
Reporting as of June 30, 2017. In making this assessment,
management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control–Integrated Framework (2013). Based on this
evaluation, management concluded that our Internal Control over
Financial Reporting was effective as of June 30, 2017.
C. ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING
FIRM
The
effectiveness of the Company’s internal control over
financial reporting as of June 30, 2017 has been audited by Price
Waterhouse & Co S.R.L, Buenos Aires Argentina- member firm of
PricewaterhouseCoopers International Limited-, an independent
registered public accounting firm, as stated in their report which
appears herein.
D. CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING
During
the year ended June 30, 2017, to integrate the acquisition of IDBD
into our financial reporting system, we have made several
enhancements to our consolidation process including the
implementation of new sub-consolidation policies and procedures at
our Operations Center in Israel level. We also enhanced our
accounting policies, procedures and reporting manuals to provide
additional guidance to our newly incorporated subsidiaries. These
changes that we implemented to our internal controls aimed at
strengthening our internal controls necessary for the integration
of IDBD and its subsidiaries that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.
Item 16. Reserved
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
In our
annual ordinary shareholders’ meeting held on October 31,
2003, the audit committee was unanimously approved. Pursuant to
this plan, the board of directors had to appoint the members of the
audit committee who hold expertise in corporate administration,
finance and accounting.
Our
board of directors established an audit committee which would
assist the Board in exercising its duty of care on disclosure
requirements, the enforcement of accounting policies, management of
our business risks, the management of our internal control systems,
ethical conduct of our businesses, monitoring the sufficiency of
our financial statements, our compliance with laws, independence
and capacity of independent auditors and performance of our
internal audit and our external auditors. Also, according to the
applicable regulations, we may request to our audit committee to
render its opinion in certain transactions, and its conditions, as
is the case of related party transactions, as may be reasonably
considered adequate according to normal market
conditions.
On
November 5, 2015, our board of directors appointed Jorge Oscar
Fernández, Pedro Damaso Labaqui Palacio, Daniel Elías
Mellicovsky and Gabriel Adolfo Gregorio Reznik, all of them
independent members, as members of the audit committee. The board
of directors named Jorge Oscar Fernández as the financial
expert in accordance with the relevant SEC rules. We have a fully
independent audit committee as per the standards provided in Rule
10(A)-3(b)(1).
Item 16B. CODE OF ETHICS
We have
adopted a code of ethics that applies to our directors, officers
and employees. Our code of ethics is posted in our website
www.cresud.com.ar. On July 25, 2005, our Code of Ethics was amended
by our board of directors. The amendment was reported in a report
on Form 6K on August 1, 2005.
If we
make any substantive amendment to the code of ethics or if we grant
any waivers, including any implicit waiver, from a provision of the
code of ethics, we will disclose the nature of such amendment or
waiver in a Form 6-K or in our next Forms 20-F to be filed with the
SEC.
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICE
Audit Fees
During
the fiscal years ended June 30, 2017 and 2016, we were billed
a total amount of Ps.46.3 million and Ps.15.8 million,
respectively, for professional services rendered by our principal
accountants for the audit of our financial statements and other
services normally provided in connection with regulatory filings or
engagements.
Audit-Related Fees
During
the fiscal year ended June 30, 2017 we were billed a total amount
of Ps.1,5 million for professional services rendered by our
principal accountants for other services related to the audit of
our financial statements and other services normally provided in
connection with regulatory filings or engagements. During the
fiscal year ended june 30, 2016 no audit-related services were
provided.
Tax Fees
During
the fiscal year ended June 30, 2017 we were billed a total
amount of Ps.0.9 million for professional services rendered by
our principal accountants for tax compliance, tax advice and tax
planning. During the fiscal year ended june 30, 2016 no tax
services were provided.
All Other Fees
During
the fiscal years ended June 30, 2017 and 2016, we were billed
a total amount of Ps.4,3 million and Ps.0.8 million for
other professional services rendered by our principal
accountants.
Audit Committee Pre-Approval Policies and Procedures
Our
audit committee approves, in advance, the engagement of auditors
and their fees for audit and non-audit services pursuant to
paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.
Our
Audit Committee pre-approves all services, fees and services
provided by the external auditors to ensure auditors’
independence. One of the main tasks of the Audit Committee is to
give it opinion in relation to the appointment of the external
auditors, proposed by the Board of Directors to the General
Shareholder’s Meeting. In order to accomplish such task, the
Audit Committee shall:
●
Require any additional and
complementary documentation related to this
analysis;
●
Verify the independence of the
external auditors;
●
Analyze different kinds of services
that the external auditor would provide to the company. This
description must also include an estimate of the fees payable for
such services, specifically in order to maintain the principle of
independence;
●
Inform the fees billed by the
external auditor, separating the services related to audit services
and other special services that could be not included in the audit
services previously mentioned.
●
Take notice of any strategy proposed
by of the external auditors and review it in accordance with the
reality other business and the risks involved;
●
Analyze and supervise the working
plan of the external auditors considering the business’
reality and the estimated risks;
●
Propose adjustments (if necessary) to
such working plan;
●
Hold meetings with the external
auditors in order to: (a) analyze the difficulties, results and
conclusions of the proposed working plan; (b) analyze eventual
possible conflicts of interests, related party transactions,
compliance with the legal framework and information
transparency;
●
Evaluate the performance of external
auditors and their opinion regarding the Financial
Statements.
Item 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES
This
section is not applicable.
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS
Issuer Purchases of Equity Securities
On
August 26, 2008, our Board of Directors decided to establish a
share repurchase plan (the “2009 Plan”) under the
provisions of the former Section 68 of the Law No. 17,811 (as
amended by the transparency decree), currently amended and restated
by the Capital Markets Law, in order to help reduce the decline and
fluctuations of the price of our shares in the market.
During
the fiscal year 2009, under the 2009 Plan, we purchased 30,000,000
common shares, for which we paid US$21.0 million and Ps.1.7
million, thus fulfilling the terms and conditions of the 2009 Plan.
As a result, by the end of the fiscal year 2009 our investment in
our own shares amounted to 5.98% of total capital
stock.
Period
|
Total
Number of Shares Purchased
|
Average
Price Paid per Share (Ps.)
|
Total
Number of Shares Purchased as Part of the Publicly Announced
Plan
|
Maximum
Number of Shares that may yet be purchased under the
plan
|
08/29/08 –
08/31/08
|
31,000
|
3.38
|
31,000
|
9,969,000
|
09/01/08 –
09/30/08
|
2,122,886
|
3.36
|
2,153,886
|
7,846,114
|
10/01/08 –
10/31/08
|
9,650,493
|
2.03
|
11,804,379
|
18,195,621
|
11/01/08 –
11/30/08
|
5,756,140
|
2.02
|
17,560,519
|
12,439,481
|
12/01/08 –
12/31/08
|
4,382,783
|
2.63
|
21,943,302
|
8,056,698
|
01/01/09 –
01/31/09
|
2,047,461
|
2.94
|
23,990,763
|
6,009,237
|
02/01/09 –
02/28/09
|
2,173,860
|
2.70
|
26,164,623
|
3,835,377
|
03/01/09 –
03/31/09
|
563,692
|
2.61
|
26,728,315
|
3,271,685
|
04/01/09 –
04/30/09
|
428,052
|
2.91
|
27,156,367
|
2,843,633
|
05/01/09 –
05/31/09
|
2,843,633
|
3.45
|
30,000,000
|
-
|
Total
|
30,000,000
|
|
|
|
In
addition, during November 2009, our Board of Directors, in
accordance with the resolutions of the Shareholders’ Meeting
dated October 29, 2009, decided to initiate the process of
distribution among the shareholders, on a pro rata basis, of 25,000,000 common
shares, repurchased under the 2009 Plan. The allotment of shares
was calculated over the outstanding capital stock up to October 29,
2009 of Ps.471,538,610 (0.05301792784 shares per ADR). As a result
of the calculation of the allotment, the fractions were settled in
cash. 754 shares were not distributed.
On
April 11, 2014 our Board of Directors decided to initiate a new
shares repurchase plan (the “2014 Plan”), under the
terms of Article 64 of the Capital Markets Law and the rules of the
CNV. Such repurchases were made with our liquid and realized
profits and free reserves. As of November 14, 2014, we finalized
the 2014 Plan having repurchased a total of 8,633,316 shares,
equivalent to 1.72% of the share capital, by a total of Ps.87.1
million.
Period
|
Total
Number of Common Shares Purchased(1)
|
Average
Price Paid per Share
|
Total
Number of ADR’s Purchased
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of the Publicly Announced Plan
(2)
|
Maximum
Number of Shares that may yet be purchased under the
plan
|
|
|
|
|
|
|
|
04/17/2014 -
04/30/2014
|
14,700
|
6.74
|
59,162
|
11.18
|
606,320
|
18,506,949
|
05/01/2014 -
05/31/2014
|
33,537
|
10.23
|
171,500
|
12.11
|
1,748,537
|
16,758,412
|
06/01/2014 -
06/30/2014
|
100,512
|
12.81
|
313,011
|
12.33
|
3,230,622
|
13,527,790
|
07/01/2014 -
07/31/2014
|
4,000
|
13.40
|
115,111
|
13.62
|
1,155,110
|
12,372,680
|
08/01/2014 -
08/31/2014
|
13,657
|
13.23
|
142,989
|
12.28
|
1,443,547
|
10,929,133
|
09/01/2014 -
09/30/2014
|
-
|
-
|
44,918
|
11.86
|
449,180
|
10,479,953
|
Total
|
166,406
|
|
846,691
|
|
8,633,316
|
|
(1)
As of the date of
transaction.
(2)
Correspond to the
sum of common shares and ADR’s purchased. Each ADR represents
10 common shares.
In
addition, during December 2014, our Board of Directors, in
accordance with the resolutions of the Shareholders’ Meeting
dated November 14, 2014, decided to initiate the process of
distribution among the shareholders, on a pro rata basis, of 5,565,479 common
shares, repurchased under the 2014 Plan. The allotment of shares
was calculated over the outstanding capital stock up to December
12, 2014 of Ps.487,928,660 (10 shares per ADR). As a result of the
calculation of the allotment, the fractions were settled in cash.
746 shares were not distributed.
As of
June 30, 2017, our investment in own shares amounts to 1.30% of
total capital stock.
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING
ACCOUNTANT
This
section is not applicable.
Item 16G. CORPORATE GOVERNANCE
Compliance with NASDAQ listing standards on corporate
governance
Significant
differences between our corporate governance practices and U.S.
companies’ practices under NASDAQ Rules:
Our
corporate governance practices are governed by the applicable
Argentine law; particularly, the Argentine Corporations Law, the
Capital Markets Law and the rules of the CNV, as well as by ours
by-laws.
We have
securities that are registered with the Securities and Exchange
Commission and are listed on the NASDAQ, and are therefore subject
to corporate governance requirements applicable to NASDAQ-listed
non-US companies (a “NASDAQ-listed”
company).
Pursuant
to NASDAQ Rule 5615(a)(3), NASDAQ -listed non-U.S. companies that
are categorized as “Foreign Private Issuers” may follow
home country corporate governance practices in lieu of certain of
the corporate governance requirements provided in NASDAQ Rules,
provided that the foreign private issuer complies with certain
mandatory sections of NASDAQ Rules, discloses each requirement that
it does not follow and describes the home country practice followed
in lieu of such requirement. The requirements of the NASDAQ Rules
and the Argentine corporate governance practices that we follow in
lieu thereof are described below:
NASDAQ Standards for U.S. companies
|
Cresud’S CORPORATE PRACTICES
|
Rule 5250(d) - Distribution of Annual and Interim
Reports.
|
In lieu
of the requirements of Rule 5250(d), we follow Argentine law, which
requires that companies issue publicly a Spanish language annual
report, including annual Audited Consolidated Financial Statements
prepared in accordance with generally accepted accounting
principles in Argentina, by filing such annual report with the CNV
and the stock exchange in which the securities are listed, within
70 calendar days following the close of our fiscal year. Interim
reports must be filed with the CNV and the stock exchange in which
the securities are listed within 42 calendar days following the
close of each fiscal quarter. We provide our shareholders a copy of
the annual and interim financial reports upon request. English
language translations of our annual reports and interim reports are
filed with the SEC on Form 20-F and Form 6-K, respectively. We also
send the English language translation of our annual report and
quarterly press releases on its website. Furthermore, under the
terms of the Deposit Agreement, dated as of March 18, 1997, among
us, The Bank of New York Mellon, as depositary, and owners of ADSs
issued thereunder, we are required to furnish The Bank of New York
Mellon with, among other things, English language translations of
their annual reports. Annual reports are available for inspection
by ADR holders at the offices of The Bank of New York located at,
101 Barclay Street, 22 Floor, New York, New York. Finally,
Argentine law requires that 20 calendar days before the date of a
shareholders’ meeting, the board of directors must provide to
our shareholders, at our executive office or through electronic
means, all information relevant to the shareholders’ meeting,
including copies of any documents to be considered by the
shareholders (which includes the annual report).
|
Rule 5605(b)(1) - Majority of Independent Directors.
|
In lieu
of the requirements of Rule 5605(b)(1), we follow Argentine law
which does not require that a majority of the board of directors be
comprised of independent directors. Argentine law instead requires
that public companies in Argentina, such as, us must have a
sufficient number of independent directors to be able to form an
audit committee of at least three members, the majority of which
must be independent pursuant to the criteria established by the
CNV.
|
Rule 5605(b)(2) - Executive Sessions of the Board of
Directors.
|
In lieu
of the requirements of Rule 5605(b)(2), we follow Argentine law
which does not require independent directors to hold regularly
scheduled meetings at which only such independent directors are
present (i.e., executive sessions). Our board of directors as a
whole is responsible for monitoring our affairs. In addition, under
Argentine law, the board of directors may approve the delegation of
specific responsibilities to designated directors or non-director
managers of the Company. Also, it is mandatory for public companies
to form a supervisory committee (composed of “syndics”)
which is responsible for monitoring our legal compliance under
Argentine law and compliance with our by-laws. Finally, our audit
committee has regularly scheduled meetings and, as such, such
meetings will serve a substantially similar purpose as executive
sessions.
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Rule 5605(d)(B) - Compensation of Officers.
|
In lieu
of the requirements of Rule 5605(d)(B), we follow Argentine law
which does not require companies to form a compensation committee
comprised solely of independent directors. For the determination of
the compensation of the chief executive officer and all other
executive officers no decision of a majority of independent
directors or a compensation committee comprised solely of
independent directors is required under Argentine law. Under
Argentine law, the board of directors is the corporate body
responsible for determining the compensation of the chief executive
officer and all other executive officers, so long as they are not
directors. In addition, under Argentine law, the audit committee
shall give its opinion about the reasonableness of
management’s proposals on fees and option plans for our
directors or managers.
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Rule 5605(e) - Nomination of Directors.
|
In lieu
of the requirements of Rule 5605(e), we follow Argentine law which
requires that directors be nominated directly by the shareholders
at the shareholders’ meeting and that they be selected and
recommended by the shareholders themselves. Under Argentine law, it
is the responsibility of the ordinary shareholders’ meeting
to appoint and remove directors and to set their
compensation.
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Rule 5605(c)(1) - Audit Committee Charter.
|
In lieu
of the requirements of Rule 5605(c)(1), we follow Argentine law
which requires that audit committees have a charter but does not
require that companies certify as to the adoption of the charter
nor does it require an annual review and assessment thereof.
Argentine law instead requires that companies prepare a proposed
plan or course of action with respect to those matters which are
the responsibility of our audit committee. Such plan or course of
action could, at the discretion of our audit committee, include a
review and assessment of the audit committee charter. We believe
that we are in compliance with the requirements for audit committee
charters provided for in the Sarbanes Oxley Act.
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Rule 5605(c)(2) - Audit Committee Composition.
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Argentine
law does not require that companies have an audit committee
comprised solely of independent directors and it is equally not
customary business practice in Argentina to have such a committee.
Argentine law instead requires that companies establish an audit
committee with at least three members comprised of a majority of
independent directors as defined by Argentine law. Nonetheless,
although not required by Argentine law, we have a three member
audit committee comprised of entirely independent directors in
accordance with Rule 10(A)-3(b)(1) of the General rules and
regulations promulgated under the Securities Exchange Act of 1934,
as independence is defined in Rule 10(A)-3(b)(1). Further,
Argentinelaw does not require companies to identify or designate a
financial expert. As such, Although all the members of the audit
committee have large corporate experience, as of the date of this
annual report, the Board of Directors have not named designated a
financial expert in accordance with the relevant SEC ruleson the
audit committee. Although it is noted that all members of the audit
committee have had significant corporate experience. In addition,
we have a supervisory committee (“comisión
fiscalizadora”) composed of three
‘syndics’ which are in charge of monitoring the
legality, under Argentine law, of the actions of our board of
directors and the conformity of such actions with our
by-laws.
|
Rule 5620(c) - Quorum.
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In lieu
of the requirements of Rule 4350(f), we follow Argentine law and
our bylaws, which distinguish between ordinary meetings and
extraordinary meetings and both of them can be celebrated using
teleconference technology, as long as the regulations related to
accreditation, registration and quorum are complied with and the
simultaneity of the shareholders and immediately of the process of
verbal communication and issuance of votes is guaranteed. The
supervisory committee shall state the regularity of the resolutions
adopted. The board of directors shall establish the rules and
technical matters related to remote participation pursuant to the
current rules and in conformity with the National Exchange
Commission regulations. Shareholders physically present at the time
and those using teleconference technologies will be taken into
consideration for the quorum. In connection with ordinary meetings,
a quorum consists of a majority of stocks entitled to vote. If no
quorum is present at the first meeting, a second meeting may be
called, in which the shareholders present or communicated through
teleconference technologies, regardless of their number, constitute
a quorum. Resolutions may be adopted by an absolute majority of the
votes present or communicated through teleconference technologies.
Argentine law, and our bylaws, requires in connection with
extraordinary meetings, that a quorum consist of 60% of the stock
entitled to vote. However, if such quorum is not present at the
first meeting, our bylaws provide that a second meeting may be
called and maybe held with the number of shareholders present or
communicated through teleconference technologies. In both ordinary
and extraordinary meetings, decisions are adopted by an absolute
majority of votes present at the meeting or communicated through
teleconference technologies, except for certain fundamental matters
(such as mergers and spin-offs (when we are not the surviving
entity and the surviving entity is not listed on any stock
exchange), anticipated liquidation, change in its domicile outside
of Argentina, total or partial recapitalization of its statutory
capital following a loss, any transformation in our corporate legal
form or a substantial change in our corporate purpose, or the issue
of bonds) which require an approval by vote of the majority of all
the stock entitled to vote (all stock being entitled to only one
vote).
|
Rule 5620(b) -- Solicitation of Proxies.
|
In lieu
of the requirements of Rule 5620(b), we follow Argentine law which
requires that notices of shareholders’ meetings be published,
for five consecutive days, in the Official Gazette and in a widely
published newspaper in Argentina no earlier than 45 calendar days
prior to the meeting and at least 20 calendar days prior to such
meeting. In order to attend a meeting and be listed on themeeting
registry, shareholders are required to submit evidence of their
book-entry share account held at Caja de Valores S.A. up to three
business days prior to the scheduled meeting date. If entitled to
attend the meeting, a shareholder may be represented by proxy
(properly executed and delivered with a certified signature)
granted to any other person, with the exception of a director,
syndic, member of the Supervisory Committee, manager or employee of
the issuer, which are prohibited by Argentine law from acting as
proxies. In addition, our ADS holders receive, prior to the
shareholders’ meeting, a notice listing the matters on the
agenda, a copy of the annual report and a voting card.
|
Rule 5630(s) -- Conflicts of Interest
|
In lieu
of the requirements of Rule 5630(a), we follow Argentine law which
requires that related party transactions be approved by the audit
committee when the transaction exceeds one percent (1%) of the
corporation’s net worth, measured pursuant to the last
audited balance sheet,. Directors can contract with the corporation
only on an arm’s length basis. If the contract is not in
accordance with prevailing market terms, such transaction must be
pre-approved by the board of directors (excluding the interested
director). In addition, under Argentine law, a shareholder is
required to abstain from voting on a business transaction in which
its interests may be in conflict with the interests of the company.
In the event such shareholder votes on such business transaction
and such business transaction would not have been approved without
such shareholder’s vote, such shareholder may be liable to
the company for damages and the resolution may be declared
void.
|
Item 16H. MINE SAFETY DISCLOSURES
This
section is not applicable.
PART III
Item 17. Financial Statements
We have
responded to Item 18 in lieu of responding to this
Item.
Item 18. Financial Statements
Reference
is made to pages F-1 through F-234
Index
to Financial Statements (see page F-1).
Item 19. Exhibits
Exhibit No.
|
Description of Exhibit
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1.1(1)
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By-laws
(Estatutos) of the registrant, which serve as the
registrant’s articles of incorporation and by-laws, and an
English translation thereof.
|
1.2(4)
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English
translation of the amendment to the bylaws.
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1.3(9)
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Amended
and restated English translation of the bylaws.
|
1.4(10)
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Amended
and restated English translation of the bylaws.
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2.1(7)
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Indenture
dated September 7, 2011, among us, as issuer, the Bank of New York
Mellon, as trustee, co-registrar, principal paying agent and
transfer agent, Banco Santander Rio, S.A., as registrar, paying
agent, transfer agent and representative of the trustee in
Argentina, and The Bank of New York Mellon (Luxembourg) S.A., as
Luxembourg Paying and Transfer Agent, for the issuance of the
US$60,000,000, 7.50% Fourth Series, Class VIII Senior Notes Due
2014.
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2.2(11)
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Indenture,
dated July 20, 2010, between IRSA Inversiones y Representaciones
Sociedad Anónima as Issuer, The Bank of New York Mellon as
Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent,
and Banco Santander Río S.A. as Registrar, Paying Agent,
Transfer Agent and Representative of the Trustee in Argentina, with
respect to IRSA Inversiones y Representaciones S.A.’s
US$400,000,000 Global Note Program, pursuant to which
US$150,000,000 aggregate principal amount of IRSA Inversiones y
Representaciones Sociedad Anónima’s 11.500% Notes due
2020, Series No. 2, were issued.
|
2.3(11)
|
First
Supplemental Indenture, dated March 28, 2016, between IRSA
Inversiones y Representaciones Sociedad Anónima as Issuer and
The Bank of New York Mellon as Trustee, Co-Registrar, Principal
Paying Agent and Transfer Agent to the Indenture, dated July 20,
2010, between IRSA Inversiones y Representaciones Sociedad
Anónima as Issuer, The Bank of New York Mellon as Trustee,
Co-Registrar, Principal Paying Agent and Transfer Agent, and Banco
Santander Río S.A. as Registrar, Paying Agent, Transfer Agent
and Representative of the Trustee in Argentina, with respect to
IRSA Inversiones y Representaciones Sociedad Anónima’s
US$400,000,000 Global Note Program, pursuant to which
US$150,000,000 aggregate principal amount of IRSA Inversiones y
Representaciones Sociedad Anónima’s 11.500% Notes due
2020, Series No. 2, were issued.
|
2.4(11)
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Indenture,
dated March 23, 2016, between IRSA Propiedades Comerciales S.A. as
Issuer, The Bank of New York Mellon as Trustee, Co-Registrar,
Principal Paying Agent and Transfer Agent, and Banco Santander
Río S.A. as Registrar, Paying Agent, Transfer Agent and
Representative of the Trustee in Argentina, with respect to IRSA
Propiedades Comerciales S.A.’s US$500,000,000 Global Note
Program, pursuant to which US$360,000,000 000 aggregate principal
amount of IRSA Propiedades Comerciales S.A.’s 8.750% Notes
due 2023, Series No. 2, were issued.
|
2.5(11)
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First
Supplemental Indenture, dated March 23, 2016, between IRSA
Propiedades Comerciales S.A., as Issuer and The Bank of New York
Mellon, as Trustee, Co-Registrar, Principal Paying Agent and
Transfer Agent, The Bank of New York Mellon (Luxembourg) S.A., as
Luxembourg Paying Agent and Luxembourg Transfer Agent and Banco
Santander Río S.A., as Registrar, Paying Agent, Transfer Agent
and Representative of the Trustee in Argentina to the Indenture,
dated March 23, 2016, between IRSA Propiedades Comerciales S.A. as
Issuer, The Bank of New York Mellon as Trustee, Co-Registrar,
Principal Paying Agent and Transfer Agent, and Banco Santander
Río S.A. as Registrar, Paying Agent, Transfer Agent and
Representative of the Trustee in Argentina, with respect to IRSA
Propiedades Comerciales S.A.’s US$500,000,000 Global Note
Program, pursuant to which US$360,000,000 000 aggregate principal
amount of IRSA Propiedades Comerciales S.A.’s 8.750% Notes
due 2023, Series No. 2, were issued.
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4.1(1)
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Consulting
Agreement among Cresud S.A.C.I.F. y A. and Dolphin Fund Management
S.A. dated October 25, 1994.
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4.1.1
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(English Summary) Amendment to the Consulting Agreement by and
among Cresud and Consultores Assets Management S.A., dated
September 8, 2017.
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4.2(2)
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Agreement
for the exchange of Corporate Service between we, IRSA and IRSA CP,
dated June 30, 2004.
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4.3(4)
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English
translation of the Amendment to the Agreement for the exchange of
Corporate Service among, IRSA and IRSA CP and us, dated August 23,
2007.
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4.4(5)
|
English
translation of the Third Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement, dated
November 27, 2009.
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4.5(6)
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Amendment
to the Agreement for the exchange of Corporate Service between we,
IRSA and IRSA CP, dated March 12, 2010.
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4.6(7)
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English
translation of the Forth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement, dated July
11, 2011.
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4.7(8)
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English
translation of the Fifth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement, dated October
15, 2012.
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4.8(9)
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English
translation of the Sixth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated November
12, 2013.
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4.9(9)
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English
translation of the Second Amendment to the Exchange of Operating
Services Agreement between the Company, Cresud and IRSA CP dated
February 24, 2014.
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4.10(10)
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English
translation of the Seventh Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated February
18, 2015.
|
4.11(11)
|
English
translation of the Eighth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated November
12, 2015.
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4.12
|
English
translation of the Ninth Agreement for the Implementation of the
Amendment to the Corporate Services Master Agreement dated May 5,
2017
|
8.1
|
List of
Subsidiaries.
|
11.1(3)
|
Code of
Ethics.
|
12.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chief
Executive Officer.
|
12.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chief
Financial Officer.
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13.1
|
Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 for Chief Executive
Officer.
|
13.2
|
Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 for Chief Financial
Officer.
|
(1)
Incorporated herein
by reference to the exhibit to the registrant’s registration
statement on Form F-1 (File No. 333-06548) filed with the SEC on
March 3, 1997.
(2)
Incorporated herein
by reference to the report statement on Form 6-K (File No.
333-06548) filed with the SEC on July 1, 2004.
(3)
Incorporated herein
by reference to the registrant’s report on Form 6-K (File No.
333-06548) filed with the SEC on August 1, 2005.
(4)
Incorporated herein
by reference to the annual report on Form 20-F (File No. 333-06548)
filed with the SEC on December 27, 2007.
(5)
Incorporated herein
reference to the annual report on Form 20-F (File No. 001-29190)
filed with the SEC on December 30, 2009.
(6)
Incorporated herein
reference to the annual report on Form 20-F (File No. 001-29190)
filed with the SEC on December 30, 2010.
(7)
Incorporated herein
reference to the annual report on Form 20-F (File No. 001-29190)
filed with the SEC on December 28, 2011.
(8)
Incorporated herein
reference to the annual report on Form 20-F (File No. 001-29190)
filed with the SEC on October 30, 2012.
(9)
Incorporated herein
reference to the annual report on Form 20-F (File No. 001-29190)
filed with the SEC on October 31, 2014.
(10)
Incorporated herein
reference to the annual report on Form 20-F (File No. 001-29190)
filed with the SEC on November 17, 2015.
(11)
Incorporated herein
by reference to the annual report on Form 20-F (File No. 001-29190)
filed with the SEC on Novenber 1, 2016.
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its
behalf.
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Cresud
SOCIEDAD ANÓNIMA COMERCIAL INMOBILIARIA FINANCIERA Y
AGROPECUARIA
|
|
|
|
|
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Date
October 31, 2017
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By:
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/s/
Matías I. Gaivironsky
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|
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Name
Matías I. Gaivironsky
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|
|
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Title
Chief Financial and Administrative Officer
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|
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria
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|
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Page
|
Report of Independent Registered Public Accounting
Firm
|
|
Glossary of terms
|
F - 3
|
Consolidated Statements of Financial Position as of June 30, 2017,
2016 (recast), 2015 (recast) and 2014 (recast)
|
F - 4
|
Consolidated Statements of Income for the fiscal years ended June
30, 2017, 2016 (recast) and 2015 (recast)
|
F - 6
|
Consolidated Statements of Comprehensive Income for the fiscal
years ended June 30, 2017, 2016 (recast) and 2015
(recast)
|
F - 7
|
Consolidated Statements of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2017, 2016 (recast) and 2015
(recast)
|
F - 8
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Consolidated Statements of Cash Flows for the fiscal years ended
June 30, 2017, 2016 (recast) and 2015 (recast)
|
F - 11
|
Notes to the Consolidated Financial
Statements
|
|
Note 1 – The Group´s business and
general information
|
F - 12
|
Note 2 – Summary of significant accounting
policies
|
F - 17
|
Note 3 – Acquisitions and
disposals
|
F - 63
|
Note 4 – Financial risk management and fair
value estimates
|
F - 76
|
Note 5 – Critical accounting estimates,
assumptions and judgements
|
F - 105
|
Note 6 – Segment
information
|
F - 107
|
Note 7 – Information about the main
subsidiaries
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F - 127
|
Note 8 – Investments in joint
ventures
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F - 131
|
Note 9 – Investments in
associates
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F - 134
|
Note 10 – Investment
properties
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F - 138
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Note 11 – Property, plant and
equipment
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F - 146
|
Note 12 – Trading
properties
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F - 148
|
Note 13 – Intangible
assets
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F - 149
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Note 14 – Biological
assets
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F - 150
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Note 15 –
Inventories
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F - 156
|
Note 16 – Financial instruments by
category
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F - 157
|
Note 17 – Trade and other
receivables
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F - 167
|
Note 18 – Cash flow
information
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F - 170
|
Note 19 – Equity
|
F - 172
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Note 20 – Trade and other
payables
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F - 177
|
Note 21 –
Provisions
|
F - 178
|
Note 22 –
Borrowings
|
F - 181
|
Note 23 – Employee
benefits
|
F - 186
|
Note 24 –
Taxation
|
F - 192
|
Note 25 – Leases
|
F - 198
|
Note 26 –
Revenues
|
F - 200
|
Note 27 – Costs
|
F - 201
|
Note 28 – Expenses by
nature
|
F - 202
|
Note 29 – Other operating results,
net
|
F - 205
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Note 30 – Financial results,
net
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F - 206
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Note 31 – Earnings per
share
|
F - 206
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Note 32 – Related parties
transactions
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F - 207
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Note 33 – Cost of sales and services
provided
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F - 225
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Note 34 – Foreign currency assets and
liabilities
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F - 226
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Note 35 – Financial assets and other assets
held for sale
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F - 228
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Note 36 – Result from discontinued
operations
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F - 229
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Note 37 – Subsequent
Events
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F - 230
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Schedule
I
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F - 232
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Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Shareholders of
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria
In our
opinion, the accompanying consolidated statements of financial
position and the related consolidated statements of income,
comprehensive income, changes in shareholders’ equity and
cash flows present fairly, in all material respects, the financial
position of Cresud Sociedad Anónima, Comercial, Inmobiliaria,
Financiera y Agropecuaria and its subsidiaries as of June 30, 2017
and 2016, and the results of their operations and their cash flows
for each of the three years in the period ended June 30, 2017 in
conformity with International Financial Reporting Standards as
issued by the International Accounting Standards Board. In
addition, in our opinion, the financial statement schedules listed
in the accompanying index present
fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements. Also, in our
opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of June 30,
2017, based on criteria established in Internal Control -
Integrated Framework 2013 issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company's
management is responsible for these financial statements and
financial statement schedules, for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting,
included in accompanying Management’s Annual Report on
Internal Control Over Financial Reporting under Item
15.
Our
responsibility is to express opinions on these financial
statements, on
the financial statement schedules, and on the Company's internal
control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement and whether effective internal control over
financial reporting was maintained in all material respects. Our
audits of the financial statements included examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an
understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable
basis for our opinions.
As
discussed in Note 2.1(ii) to the consolidated
financial statements, the Company changed the manner in which it
accounts for investment property
from the cost model to the fair value model in
2017.
A
company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on
the financial statements.
Because
of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
PRICE
WATERHOUSE & Co. S.R.L.
By:/s/ Carlos Martín Barbafina(Partner)
Carlos
Martín Barbafina
Buenos
Aires, Argentina
October
31, 2017
Glossary of terms
The
followings are not technical definitions, but help the reader to
understand certain terms used in the wording of the notes to the
Group’s Financial Statements.
Terms
|
|
Definitions
|
Acres
|
|
Agropecuaria Acres del Sud S.A.
|
Adama
|
|
Adama Agricultural Solutions Ltd.
|
BACS
|
|
Banco de Crédito y Securitización S.A.
|
Bartan
|
|
Bartan Holdings and Investments Ltd.
|
BASE
|
|
Buenos Aires Stock Exchange
|
BCRA
|
|
Central Bank of the Argentine Republic
|
BHSA
|
|
Banco Hipotecario S.A.
|
BMBY
|
|
Buy Me Buy You (Note 3.A.a)
|
BNSA
|
|
Boulevard Norte S.A.
|
Brasilagro
|
|
Brasilagro-Companhia Brasileira de Propriedades
Agrícolas
|
CAMSA
|
|
Consultores Assets Management S.A.
|
Carnes Pampeanas
|
|
Sociedad Anónima Carnes Pampeanas S.A.
|
Cellcom
|
|
Cellcom Israel Ltd.
|
IFRIC
|
|
International
Financial Reporting Standards Interpretation Committee
|
Clal
|
|
Clal Holdings Insurance Enterprises Ltd.
|
CNV
|
|
National Securities Commission
|
CODM
|
|
Chief Operating Decision Maker
|
Condor
|
|
Condor Hospitality Trust Inc.
|
Cresud, “the Company”, “us”
|
|
Cresud S.A.C.I.F. y A.
|
DFL
|
|
Dolphin Fund Ltd.
|
DIC
|
|
Discount Investment Corporation Ltd.
|
DN B.V.
|
|
Dolphin Netherlands B.V.
|
Dolphin
|
|
Dolphin Fund Ltd. and Dolphin Netherlands B.V.
|
EHSA
|
|
Entertainment Holdings S.A.
|
Electra
|
|
Electra Consumer Products Ltd.
|
ENUSA
|
|
Entretenimiento Universal S.A.
|
ERSA
|
|
Emprendimiento Recoleta S.A.
|
Financial
Statements
|
|
Consolidated Financial Statements
|
ETH
|
|
C.A.A. Extra Holdings Ltd.
|
ETHB
|
|
ETH Bioenergia S.A.
|
CPF
|
|
Collective Promotion Funds
|
GCBA
|
|
Autonomous City of Buenos Aires Government
|
Golan
|
|
Golan
Telecom Ltd.
|
IASB
|
|
International
Accounting Standards Board
|
IDB Tourism
|
|
IDB Tourism (2009) Ltd.
|
IDBD
|
|
IDB Development Corporation Ltd.
|
IDBG
|
|
IDB Group Investment Inc.
|
IDBH
|
|
IDB Holdings Corporation Ltd.
|
IFISA
|
|
Inversiones Financieras del Sur S.A.
|
IFRS
|
|
International Financial Reporting Standards
|
MPIT
|
|
Minimum Presumed Income Tax
|
CPI
|
|
Consumer
Price Index
|
IRSA
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
IRSA CP
|
|
IRSA Propiedades Comerciales S.A.
|
Israir
|
|
Israir Airlines & Tourism Ltd.
|
Koor
|
|
Koor Industries Ltd.
|
Lipstick
|
|
Lipstick Management LLC
|
LRSA
|
|
La Rural S.A.
|
Metropolitan
|
|
Metropolitan 885 Third Avenue Leasehold LLC
|
NASDAQ
|
|
National Association of Securities Dealers Automated
Quotation
|
NFSA
|
|
Nuevas Fronteras S.A.
|
New Lipstick
|
|
New Lipstick LLC
|
MPIT
|
|
Minimum
presumed income tax
|
IAS
|
|
International
Accounting Standards
|
IFRS
|
|
International Financial Reporting Standard
|
NIS
|
|
New Israeli Shekel
|
NPSF
|
|
Nuevo Puerto Santa Fe S.A.
|
NYSE
|
|
New
York Stock Exchange
|
Ombú
|
|
Ombú Agropecuaria S.A.
|
OASA
|
|
Ogden Argentina S.A.
|
NCN
|
|
Non-convertible Notes
|
PAMSA
|
|
Panamerican Mall S.A.
|
PBC
|
|
Property & Building Corporation Ltd.
|
PBEL
|
|
PBEL Real Estate Ltd.
|
Puerto Retiro
|
|
Puerto Retiro S.A.
|
Quality
|
|
Quality Invest S.A.
|
Rigby
|
|
Rigby 183 LLC
|
Rock Real
|
|
Rock Real Estate Partners Limited
|
Shufersal
|
|
Shufersal Ltd.
|
SRA
|
|
Sociedad Rural Argentina
|
Tarshop
|
|
Tarshop S.A.
|
TASE
|
|
Tel
Aviv Stock Exchange
|
Tender
offers
|
|
Share
repurchase commitment
|
Yuchan
|
|
Yuchán Agropecuaria S.A.
|
Yatay
|
|
Yatay Agropecuaria S.A.
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated Statements of Financial Position
as of June 30, 2017, 2016, 2015 and 2014
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
06.30.17
|
|
|
|
|
Note
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
Investment
properties
|
10 and Schedule
I
|
100,189
|
82,505
|
19,306
|
16,081
|
Property, plant and
equipment
|
11
|
31,150
|
26,801
|
2,213
|
2,510
|
Trading
properties
|
12
|
4,534
|
4,733
|
143
|
134
|
Intangible
assets
|
13
|
12,443
|
11,814
|
176
|
175
|
Biological
assets
|
14
|
671
|
497
|
346
|
302
|
Investments in
joint ventures and associates
|
8 and
9
|
8,227
|
17,175
|
3,190
|
2,704
|
Deferred income tax
assets
|
24
|
1,631
|
1,249
|
654
|
516
|
Income tax
credit
|
|
229
|
173
|
161
|
177
|
Restricted
assets
|
16
|
528
|
129
|
4
|
51
|
Trade and other
receivables
|
17
|
5,456
|
3,773
|
427
|
475
|
Financial assets
and other assets held for sale
|
16
|
6,225
|
3,346
|
-
|
-
|
Investment in
financial assets
|
16
|
1,772
|
2,226
|
623
|
275
|
Derivative
financial instruments
|
16
|
31
|
8
|
208
|
-
|
Employee
benefits
|
|
-
|
4
|
-
|
-
|
Total
non-current assets
|
|
173,086
|
154,433
|
27,451
|
23,400
|
Current
assets
|
|
|
|
|
|
Trading
properties
|
12
|
1,249
|
241
|
3
|
5
|
Biological
assets
|
14
|
559
|
552
|
180
|
266
|
Inventories
|
15
|
5,036
|
3,900
|
511
|
440
|
Restricted
assets
|
16
|
541
|
748
|
607
|
-
|
Income tax
credit
|
|
340
|
541
|
31
|
20
|
Financial assets
and other assets held for sale
|
16
|
2,337
|
1,256
|
-
|
1,648
|
Trade and other
receivables
|
17
|
18,336
|
14,158
|
1,773
|
1,438
|
Investment in
financial assets
|
16
|
11,853
|
9,673
|
504
|
495
|
Derivative
financial instruments
|
16
|
65
|
53
|
30
|
33
|
Cash and cash
equivalents
|
18
|
25,363
|
14,096
|
634
|
1,003
|
Groups of assets
and other assets held for sale
|
|
2,681
|
-
|
-
|
-
|
Total
current assets
|
|
68,360
|
45,218
|
4,273
|
5,348
|
TOTAL
ASSETS
|
|
241,446
|
199,651
|
31,724
|
28,748
|
SHAREHOLDERS’
EQUITY
|
|
|
|
|
|
Capital
and reserves attributable to equity holders of the
parent
|
|
|
|
|
|
Share
capital
|
19
|
499
|
495
|
495
|
491
|
Treasury
shares
|
19
|
3
|
7
|
7
|
11
|
Share
warrants
|
19
|
-
|
-
|
-
|
106
|
Inflation
adjustment of share capital and treasury shares
|
19
|
65
|
65
|
65
|
65
|
Share
premium
|
19
|
659
|
659
|
659
|
773
|
Additional paid-in
capital from treasury shares
|
19
|
20
|
16
|
13
|
-
|
Legal
reserve
|
19
|
83
|
83
|
-
|
82
|
Other
reserves
|
19
|
2,496
|
1,299
|
812
|
1,184
|
Special
reserve
|
19
|
1,516
|
1,516
|
1,516
|
2,150
|
Retained
earnings
|
|
11,064
|
9,521
|
4,461
|
2,436
|
Equity
attributable to equity holders of the parent
|
|
16,405
|
13,661
|
8,028
|
7,298
|
Non-controlling
interest
|
|
32,768
|
23,539
|
6,528
|
5,729
|
TOTAL
SHAREHOLDERS’ EQUITY
|
|
49,173
|
37,200
|
14,556
|
13,027
|
The accompanying notes are an integral part of these Consolidated
Financial Statements.
Prior periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated Statements of Financial Position
as of June 30, 2017, 2016, 2015 and 2014
(Continued)
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
06.30.17
|
|
|
|
|
Note
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
Trade and other
payables
|
20
|
3,988
|
2,464
|
666
|
485
|
Borrowings
|
22
|
112,025
|
93,808
|
5,833
|
5,315
|
Deferred income tax
liabilities
|
24
|
23,125
|
19,204
|
5,889
|
4,623
|
Derivative
financial instruments
|
16
|
86
|
120
|
270
|
321
|
Payroll and social
security liabilities
|
|
140
|
20
|
5
|
5
|
Provisions
|
21
|
955
|
547
|
42
|
43
|
Employee
benefits
|
23
|
763
|
689
|
-
|
-
|
Total
non-current liabilities
|
|
141,082
|
116,852
|
12,705
|
10,792
|
Current
liabilities
|
|
|
|
|
|
Trade and other
payables
|
20
|
21,970
|
18,443
|
1,307
|
1,004
|
Income tax and
minimum presumed income tax liabilities
|
|
817
|
624
|
142
|
73
|
Payroll and social
security liabilities
|
|
2,254
|
1,856
|
230
|
202
|
Borrowings
|
22
|
23,287
|
23,488
|
2,466
|
2,639
|
Derivative
financial instruments
|
16
|
114
|
147
|
263
|
53
|
Provisions
|
21
|
894
|
1,041
|
55
|
21
|
Liabilities held
for sale and discontinued operations
|
|
1,855
|
-
|
-
|
937
|
Total
current liabilities
|
|
51,191
|
45,599
|
4,463
|
4,929
|
TOTAL
LIABILITIES
|
|
192,273
|
162,451
|
17,168
|
15,721
|
TOTAL
SHAREHOLDERS’ EQUITY AND LIABILITIES
|
|
241,446
|
199,651
|
31,724
|
28,748
|
The accompanying notes are an integral part of these
Consolidated Financial Statements.
Prior periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated
Statements of Income
for the fiscal years ended June 30, 2017, 2016 and
2015
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
Note
|
06.30.17
|
|
|
Revenues
|
26
|
77,918
|
34,232
|
5,652
|
Costs
|
27
|
(56,815)
|
(24,681)
|
(4,615)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
|
2,176
|
1,639
|
1,347
|
Changes in the net
realizable value of agricultural products after
harvest
|
|
(74)
|
208
|
(34)
|
Gross
profit
|
|
23,205
|
11,398
|
2,350
|
Net gain from
changes in fair value of investment
properties
|
|
5,001
|
17,539
|
4,055
|
Gain / (loss) from
disposal of
farmlands
|
|
280
|
(2)
|
550
|
General and
administrative
expenses
|
28
|
(4,257)
|
(2,150)
|
(607)
|
Selling
expenses
|
28
|
(13,946)
|
(6,035)
|
(474)
|
Other operating
results,
net
|
29
|
(158)
|
(119)
|
17
|
Management
fees
|
|
(200)
|
(534)
|
(145)
|
Profit
from
operations
|
|
9,925
|
20,097
|
5,746
|
Share of profit /
(loss) of associates and joint
ventures
|
8 and
9
|
172
|
534
|
(817)
|
Profit
from operations before financing and
taxation
|
|
10,097
|
20,631
|
4,929
|
Finance
income
|
30
|
1,199
|
1,482
|
246
|
Finance
cost
|
30
|
(9,492)
|
(7,448)
|
(1,685)
|
Other financial
results
|
30
|
3,068
|
(158)
|
149
|
Financial results,
net
|
30
|
(5,225)
|
(6,124)
|
(1,290)
|
Profit
before income tax
|
|
4,872
|
14,507
|
3,639
|
Income
tax
|
24
|
(2,862)
|
(5,833)
|
(1,396)
|
Profit
for the year from continuing
operations
|
|
2,010
|
8,674
|
2,243
|
Profit from
discontinued operations after
income tax
|
36
|
3,018
|
444
|
-
|
Profit
for the
year
|
|
5,028
|
9,118
|
2,243
|
|
|
|
|
Profit
from continuing operations
attributable to:
|
|
|
|
|
Equity holders of
the parent
|
|
718
|
5,034
|
954
|
Non-controlling
interest
|
|
1,292
|
3,640
|
1,289
|
|
|
|
|
Profit
from discontinued operations attributable to:
|
|
|
|
|
Equity holders of
the parent
|
|
793
|
133
|
-
|
Non-controlling
interest
|
|
2,225
|
311
|
-
|
|
|
|
|
Profit
for the year attributable to:
|
|
|
|
|
Equity holders of
the parent
|
|
1,511
|
5,167
|
954
|
Non-controlling
interest
|
|
3,517
|
3,951
|
1,289
|
Profit
from continuing operations per share
attributable to equity holder of the parent:
|
|
|
|
|
Basic
|
|
1.44
|
10.17
|
1.94
|
Diluted
|
|
1.43
|
10.03
|
1.72
|
Profit
from discontinued operations per share
attributable to equity holder of the parent:
|
|
|
|
|
Basic
|
|
1.60
|
0.27
|
-
|
Diluted
|
|
1.59
|
0.27
|
-
|
Profit
for the year per share attributable to equity holders of the
parent:
|
|
|
|
|
Basic
|
|
3.04
|
10.44
|
1.94
|
Diluted
|
|
3.02
|
10.30
|
1.72
|
The accompanying notes are an integral part of these
Consolidated Financial Statements.
Prior periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated
Statements of Comprehensive Income
for the fiscal years ended June 30, 2017, 2016 and
2015
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
06.30.17
|
|
|
Profit for the
year
|
5,028
|
9,118
|
2,243
|
Other
comprehensive income / (loss):
|
|
|
|
Items
that may be reclassified subsequently to profit or
loss:
|
|
|
|
Cumulative
translation
adjustment
|
4,733
|
5,239
|
(445)
|
Change in the fair
value of hedging instruments net of income taxes
|
73
|
3
|
-
|
Items
that may not be reclassified subsequently to profit or
loss:
|
|
|
|
Actuarial loss from
defined benefit
plans
|
(10)
|
(29)
|
-
|
Other
comprehensive income / (loss) for the year from continuing
operations
|
4,796
|
5,213
|
(445)
|
Other
comprehensive income / (loss) for the year from discontinued
operations
|
560
|
(194)
|
-
|
Other
comprehensive income / (loss) for the
year
|
5,356
|
5,019
|
(445)
|
Total
comprehensive income for the
year
|
10,384
|
14,137
|
1,798
|
|
|
|
|
Total comprehensive
income from continuing
operations
|
6,806
|
13,887
|
1,798
|
Total comprehensive
income from discontinued
operations
|
3,578
|
250
|
-
|
Total
comprehensive income for the
year
|
10,384
|
14,137
|
1,798
|
|
|
|
|
Total
comprehensive income from continuing operations attributable
to:
|
|
|
|
Equity holders of
the
parent
|
322
|
5,465
|
760
|
Non-controlling
interest
|
6,484
|
8,422
|
1,038
|
|
|
|
|
Total
comprehensive income for the year attributable to:
|
|
|
|
Equity holders of
the
parent
|
2,603
|
5,715
|
760
|
Non-controlling
interest
|
7,781
|
8,422
|
1,038
|
The accompanying notes are an integral part of these
Consolidated Financial Statements.
Prior
periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated
Statements of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2017, 2016 and
2015
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
Attributable
to equity holders of the parent
|
|
|
|
|
|
Inflation
adjustment
of
share capital and treasury shares (i)
|
|
Additional
paid-in capital from treasury shares
|
|
|
|
|
|
|
Total
Shareholders’ Equity
|
Balances
as of June 30, 2016
(recast)
|
495
|
7
|
65
|
659
|
16
|
83
|
1,516
|
1,299
|
9,521
|
13,661
|
23,539
|
37,200
|
Profit for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
1,511
|
1,511
|
3,517
|
5,028
|
Other
comprehensive income for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,092
|
-
|
1,092
|
4,264
|
5,356
|
Total
comprehensive income for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,092
|
1,511
|
2,603
|
7,781
|
10,384
|
As
provided by Ordinary and Extraordinary Shareholders’ Meeting
held on October 31, 2016 and November 26, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
- Share
distribution
|
4
|
(4)
|
-
|
-
|
3
|
-
|
-
|
-
|
(4)
|
(1)
|
-
|
(1)
|
Incorporation by
business combination (Note 3)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
40
|
40
|
Share-basedcompensation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
13
|
-
|
13
|
99
|
112
|
Equity incentive
plan granted
|
-
|
-
|
-
|
-
|
1
|
-
|
-
|
(4)
|
5
|
2
|
-
|
2
|
Changes in
non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
127
|
-
|
127
|
1,454
|
1,581
|
Acquisition of
subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
60
|
60
|
Other comprehensive
income
subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11
|
11
|
Out-of-period
adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(133)
|
(133)
|
Release of reserve
for future
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(31)
|
31
|
-
|
-
|
-
|
Dividends
distribution to non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,345)
|
(2,345)
|
Issuance of capital
of
subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,267
|
2,267
|
Capital reduction
of
subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6)
|
(6)
|
Contributions from
non-controlling
interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2
|
2
|
Capitalization of
contributions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
|
(1)
|
Balances
as of June 30, 2017
|
499
|
3
|
65
|
659
|
20
|
83
|
1,516
|
2,496
|
11,064
|
16,405
|
32,768
|
49,173
|
(i)
Includes Ps. 1 and
Ps. 1 of inflation adjustment of Treasury shares as of June 30,
2017 and June 30, 2016, respectively.
(ii)
Corresponding to
General Resolution 609/12 of the National Securities Commission. It
includes the effect as of July 1, 2011, due to the change in the
valuation method of investment properties. See Note
19.
The accompanying notes are an integral part of these Consolidated
Financial Statements.
Prior periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated
Statements of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2017, 2016 and
2015
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
|
Attributable
to equity holders of the parent
|
|
|
|
|
|
Inflation
adjustment
of
share capital and treasury shares (i)
|
|
Additional
paid-in capital from treasury shares
|
|
|
|
|
|
|
Total
Shareholders’ Equity
|
Balances
as of June 30, 2015
(recast)
|
495
|
7
|
65
|
659
|
13
|
-
|
1,516
|
812
|
4,461
|
8,028
|
6,528
|
14,556
|
Profit for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
5,167
|
5,167
|
3,951
|
9,118
|
Other
comprehensive income for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
548
|
-
|
548
|
4,471
|
5,019
|
Total
comprehensive income for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
548
|
5,167
|
5,715
|
8,422
|
14,137
|
As
provided by Ordinary and Extraordinary Shareholders’ Meeting
held on October 30, 2015 and November 26, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
- Legal
reserve
|
-
|
-
|
-
|
-
|
-
|
83
|
-
|
-
|
(83)
|
-
|
-
|
-
|
- Reserve for
future
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
31
|
(31)
|
-
|
-
|
-
|
- Special
reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
28
|
28
|
- Other
reserves
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
25
|
25
|
- Cash
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(75)
|
(75)
|
Incorporation for
business
combination
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8,630
|
8,630
|
Share-basedcompensation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
17
|
-
|
17
|
39
|
56
|
Equity incentive
plan
granted
|
-
|
-
|
-
|
-
|
3
|
-
|
-
|
(4)
|
1
|
-
|
-
|
-
|
Changes in non-
controlling
interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(92)
|
-
|
(92)
|
513
|
421
|
Cumulative
translation adjustment of interest held before business
combination
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(58)
|
-
|
(58)
|
(33)
|
(91)
|
Acquisition of
subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
36
|
36
|
Capital
reduction
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4)
|
(4)
|
Share of changes in
subsidiaries’
equity
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
45
|
-
|
45
|
51
|
96
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(17)
|
(17)
|
Dividends
distribution to non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(615)
|
(615)
|
Reimbursement
expired
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
6
|
6
|
-
|
6
|
Contributions from
non-controlling
interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11
|
11
|
Balances
as of June 30, 2016
(recast)
|
495
|
7
|
65
|
659
|
16
|
83
|
1,516
|
1,299
|
9,521
|
13,661
|
23,539
|
37,200
|
(i)
Includes Ps. 1 and
Ps. 1 of inflation adjustment of Treasury shares as of June 30,
2016 and June 30, 2015, respectively.
(ii)
Corresponding to
General Resolution 609/12 of the National Securities Commission. It
includes the effect as of July 1 st, 2011, due to the
change in the valuation method of investment properties. See Note
19.
The accompanying notes are an integral part of these Consolidated
Financial Statements.
Prior periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated
Statements of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2017, 2016 and
2015
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
Attributable
to equity holders of the parent
|
|
|
|
|
|
Inflation
adjustment of share capital and treasury shares (i)
|
Share
premium
|
Additional
paid-in capital
from
treasury shares
|
|
|
|
|
|
|
|
Total
Shareholders’ Equity
|
Balances
as of June 30, 2014
|
491
|
11
|
65
|
773
|
-
|
106
|
82
|
634
|
851
|
(1,067)
|
1,946
|
2,489
|
4,435
|
Adjustments for
changes in accounting policies and standards
(iii)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,516
|
333
|
3,503
|
5,352
|
3,240
|
8,592
|
Balances
as of June 30, 2014 (recast)
|
491
|
11
|
65
|
773
|
-
|
106
|
82
|
2,150
|
1,184
|
2,436
|
7,298
|
5,729
|
13,027
|
Profit for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
954
|
954
|
1,289
|
2,243
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(194)
|
-
|
(194)
|
(251)
|
(445)
|
Total
comprehensive (loss) income for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(194)
|
954
|
760
|
1,038
|
1,798
|
As
provided by Ordinary Shareholders’ Meeting held on November
14, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Share
distribution
|
6
|
(6)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
- Share
premium
|
-
|
-
|
-
|
(221)
|
-
|
-
|
-
|
-
|
-
|
221
|
-
|
-
|
-
|
- Legal
reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
(82)
|
-
|
-
|
82
|
-
|
-
|
-
|
- Reserve for new
developments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(17)
|
17
|
-
|
-
|
-
|
- Special
reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
34
|
34
|
- Other
reserves
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(634)
|
-
|
634
|
-
|
-
|
-
|
- Reserve for
repurchase of shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(113)
|
113
|
-
|
-
|
-
|
- Exercise of
warrants
|
-
|
-
|
-
|
1
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
-
|
1
|
Cash
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(137)
|
(137)
|
Capital
reduction
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(228)
|
(228)
|
Reserve for
share-based compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
28
|
-
|
28
|
8
|
36
|
Acquisition of
treasury shares
|
(3)
|
3
|
-
|
-
|
-
|
-
|
-
|
-
|
(32)
|
-
|
(32)
|
-
|
(32)
|
Maturity of share
warrants
|
-
|
-
|
-
|
106
|
-
|
(106)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Equity incentive
plan granted
|
1
|
(1)
|
-
|
-
|
13
|
-
|
-
|
-
|
(16)
|
3
|
-
|
-
|
-
|
Changes in
non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(28)
|
-
|
(28)
|
68
|
40
|
Reimbursement of
expired dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
-
|
1
|
Contribution from
non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
16
|
16
|
Balances
as of June 30, 2015 (recast)
|
495
|
7
|
65
|
659
|
13
|
-
|
-
|
1,516
|
812
|
4,461
|
8,028
|
6,528
|
14,556
|
(i)
Includes Ps. 1 and
Ps. 1 of inflation adjustment of Treasury shares as of June 30,
2015 and June 30, 2014, respectively.
(ii)
Corresponding to
General Resolution 609/12 of the National Securities Commission. It
includes the effect as of July 1 st, 2011, due to the
change in the valuation method of investment properties. See Note
19.
The
accompanying notes are an integral part of these Consolidated
Financial Statements.
Prior
periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Consolidated Statements of Cash Flows
for the fiscal years ended June 30, 2017, 2016 and
2015
(All
amounts in millions of Argentine Pesos as otherwise
indicated)
|
Note
|
06.30.17
|
|
|
|
|
|
|
|
Cash generated from
operations
|
18
|
9,887
|
4,814
|
942
|
|
|
(968)
|
(811)
|
(430)
|
Net cash generated from continuing operating
activities
|
|
8,919
|
4,003
|
512
|
Net cash generated from discontinued operating
activities
|
|
322
|
77
|
-
|
Net cash generated from operating activities
|
|
9,241
|
4,080
|
512
|
|
|
|
|
|
Payment for
subsidiary acquisition, net of cash
acquired
|
|
(46)
|
-
|
-
|
Cash incorporated
by business combination
|
|
-
|
9,193
|
-
|
Acquisition of
interest in joint ventures and associates
|
|
(348)
|
-
|
(1,242)
|
Capital
contributions to joint ventures and
associates
|
|
(190)
|
(207)
|
(126)
|
Proceeds from sale
of associates and joint ventures
|
|
-
|
9
|
56
|
Acquisition of
investment properties
|
|
(2,854)
|
(888)
|
(250)
|
Proceeds from sales
of investment properties
|
|
291
|
1,394
|
2,447
|
Acquisition
of property, plant and equipment
|
|
(3,646)
|
(1,135)
|
(239)
|
Proceeds
from sales of property, plant and equipment
|
|
9
|
3
|
12
|
Proceeds
from sales of farmlands
|
|
209
|
-
|
316
|
Acquisition
of intangible assets
|
|
(507)
|
(134)
|
(10)
|
Acquisition of
investments in financial instruments
|
|
(6,317)
|
(13,513)
|
(4,610)
|
Disposals of
investments in financial instruments
|
|
6,789
|
14,129
|
4,487
|
Loans granted to
joint ventures and associates
|
|
(7)
|
(852)
|
-
|
Proceeds from loans
granted to joint ventures and associates
|
|
-
|
80
|
10
|
|
|
265
|
101
|
18
|
|
|
(6)
|
(7)
|
(14)
|
Net
cash (used in) / generated from continuing investing
activities
|
|
(6,358)
|
8,173
|
855
|
Net
cash generated from discontinued investing
activities
|
|
3,943
|
454
|
-
|
Net cash (used in) / generated from investing
activities
|
|
(2,415)
|
8,627
|
855
|
|
|
|
|
|
Repurchase
of non-convertible notes
|
|
(546)
|
(209)
|
(305)
|
Repurchase
of treasury shares
|
|
-
|
-
|
(33)
|
|
|
2,112
|
-
|
-
|
Issuance
of non-convertible notes
|
|
20,435
|
8,012
|
693
|
Repayment
of non-convertible notes
|
|
(5,949)
|
(4,291)
|
(1,072)
|
|
|
9,061
|
7,187
|
1,498
|
|
|
(15,656)
|
(10,951)
|
(1,450)
|
Repayment of
borrowings from joint ventures and
associates
|
|
(14)
|
(6)
|
(2)
|
|
|
-
|
-
|
1
|
Proceeds from
exercise of options granted
|
|
-
|
6
|
-
|
Borrowings from
joint ventures and associates
|
|
-
|
4
|
22
|
Payment of seller
financing
|
|
-
|
(72)
|
(3)
|
Acquisition of
non-controlling interest in subsidiaries
|
|
(1,128)
|
(1,192)
|
(32)
|
|
|
(2,610)
|
(239)
|
(34)
|
Capital
distribution to non-controlling interest in
subsidiaries
|
|
(6)
|
(197)
|
(228)
|
Payment of
derivative financial instruments
|
|
(131)
|
(620)
|
(233)
|
Proceeds from
derivative financial instruments
|
|
159
|
2,093
|
2
|
|
|
-
|
90
|
-
|
Contributions from
non-controlling interest
|
|
202
|
1
|
16
|
Sale of equity
interest in subsidiaries to non-controlling
interest
|
|
2,738
|
86
|
182
|
|
|
(5,918)
|
(3,698)
|
(799)
|
Net cash generated from / (used in) continuing financing
activities
|
|
2,749
|
(3,996)
|
(1,777)
|
Net cash used in discontinued financing
activities
|
|
(839)
|
(499)
|
-
|
Net cash generated from / (used in) financing
activities
|
|
1,910
|
(4,495)
|
(1,777)
|
Net increase / (decrease) in cash and cash equivalents from
continuing activities
|
|
5,310
|
8,180
|
(410)
|
Net Increase in cash and cash equivalents from discontinued
activities
|
|
3,426
|
32
|
-
|
Net Increase / (decrease) in cash and cash
equivalents
|
|
8,736
|
8,212
|
(410)
|
Cash
and cash equivalents at beginning of year
|
18
|
14,096
|
634
|
1,003
|
Cash and cash
equivalents reclassified to held for sale
|
|
(157)
|
-
|
-
|
Foreign exchange
gain on cash and cash equivalents
|
|
2,688
|
5,250
|
41
|
Cash
and cash equivalents at end of year
|
18
|
25,363
|
14,096
|
634
|
The accompanying
notes are an integral part of these Consolidated Financial
Statements.
Prior periods have been recast for the company’s change in
accounting policy for investment properties as described in Note
2.1 (ii)
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
1.
The
Group’s business and general information
Cresud
was founded in 1936 as a subsidiary of Credit Foncier, a Belgian
company primarily engaged in providing rural and urban loans in
Argentina and administering real estate holdings foreclosed by
Credit Foncier. Credit Foncier was liquidated in 1959, and as part
of such liquidation, the shares of Cresud were distributed to
Credit Foncier’s shareholders. From the 1960s through the end
of the 1970s, the business of Cresud shifted exclusively to
agricultural activities.
In
2002, Cresud acquired a 19.85% interest in IRSA, a real estate
company related to certain shareholders of Cresud. In 2009, Cresud
increased its ownership percentage in IRSA to 55.64% and IRSA
became Cresud’s directly principal subsidiary.
Cresud
and its subsidiaries are collectively referred to hereinafter as
the Group. See Note 2.3. for a description of the Group’s
companies.
IFISA
is the parent company and is a corporation established and
domiciled in Uruguay, and IFIS Limited is the ultimate parent
company.
These
Consolidated Financial Statements have been approved for issue by
the Board of Directors on October 31, 2017.
As of
June 30, 2017, the Group operates in two major lines of business:
(i) agricultural business and (ii) urban properties and investments
business, which is divided into two operations centers: (a)
Operations Center in Argentina and (b) Operations Center in Israel.
They are developed through several operating companies and the main
ones are listed below (Note 7):
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
1.
The Group’s business and general
information (Continued)
(i) Remains in current
and non-current assets, as financial assets held for
sale.
(ii)
Corresponds
to Group’s associates, which are hence excluded from
consolidation.
(iii)
Disclosed in Groups
of assets and liabilities held for sale.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
1.
The Group’s business and general
information (Continued)
Agricultural business
Within
the agricultural business, the Group, through Cresud, engaged in
the operation of crop production, cattle feeding, raising,
fattening and slaughtering, milk production, sugarcane production,
brokerage activities and sale of supplies. The Group currently has
agricultural operations and investments in Argentina, Brazil,
Uruguay, Paraguay and Bolivia.
Cresud's shares are
listed on the Buenos Aires Stock Exchange ("BCBA", as per its
Spanish acronym) and in NASDAQ (National Association of Securities
Dealers Automated Quotation). Brasilagro’s shares are listed
and traded on both the Novo Mercado del BOVESPA and the
NYSE.
Urban properties and investments business
Operations
Center in Argentina
The
activities of the operations center in Argentina are mainly
developed through IRSA and IRSA’s subsidiary, IRSA CP.
Through IRSA and IRSA CP, the Group owns, manages and develops 16
Shopping malls across Argentina, a portfolio of office and other
rental properties in the Autonomous City of Buenos Aires, capital
of Argentina, and since 2009 it entered into the United States of
Americas (“USA”) real estate market, mainly through the
acquisition of non-controlling interests in office buildings and
hotels. Through IRSA and 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. IRSA CP's shares are listed
both on the BASE (BYMA: IRCP) and the NASDAQ (Merval: IRCP) and
NASDAQ (Merval: IRCP). IRSA's shares are listed both on the BASE
(Merval: IRSA) and the NYSE (NYSE: IRS).
The
activities of the Group’s segment “Financial
operations, Corporate
and others” is carried out mainly through BHSA, where the
Group have a 29.91% interest (without considering treasury shares).
BHSA is a commercial bank offering a wide variety of banking
activities and related financial services to individuals, small,
medium-sized and large corporations, including the provision of
mortgaged loans. BHSA’s shares are listed on the BASE (BYMA:
BHIP). Additionally, the Group has a 43.93% indirect interest in
Tarshop whose main activities are credit card and the provision of
loans.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
1.
The Group’s business and general
information (Continued)
Operations
Center in Israel
During
the fiscal year ended June 30, 2014, the Group made an investment
in the Israeli market, through DFL and DN B.V., in IDBD -an Israeli
company-, with an initial interest of 26.65%. On October 11, 2015,
the Group gain control over IDBD (Note 3). As a result, the Group
consolidates significant figures of several industries from IDBD
and its subsidiaries.
IDBD is
one of the Israeli largest and most diversified conglomerates,
which is involved, through its subsidiaries and other investments,
in several markets and industries, including real estate,
supermarkets, insurance, telecommunications, etc.; controlling or
holding any equity interest in companies such as Clal (Insurance),
Cellcom (Telecommunications), Shufersal (Supermarkets), PBC (Real
Estate), among others. IDBD is only listed in the TASE as a
“Debentures Company” in accordance with Israeli law,
because some of its bonds are trading.
IDBD
has certain restrictions and financial covenants in connection with
its financial debt, included in its debentures, loans from banks
and financial institutions. In relation to IDBD’s financial
position, its cash flows and its ability to meet its financial debt
commitments, the following should be taken into
consideration:
●
Since September
2016, after the sale of Adama and the increase in market value of
its subsidiaries, IDBD considers that it is possible to obtain new
financing in the market or refinance its actual debts. In this
regard, IDBD has recently completed successful issuance of
debentures, as mentioned in Note 22. Additionally, it has made
early repayments of its financial debt and has managed to
renegotiate the related financial restrictions.
●
As mentioned in
Note 7 DIC declared dividends, out of which IDBD received
approximately NIS 271 (equivalent to approximately Ps. 1,219), net
of the exercise of warrants mentioned in Note 3.c.
●
In February 2017,
Standard & Poor’s Maalot upgraded the rating of IDBD
debentures, from CCC to BB. Subsequently, in July 2017, S&P
Maalot increased the rating again to BBB with stable
outlook.
●
As mentioned in
Note 16, IDBD sold part of its stake in Clal and signed a swap
agreement for the future sale.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
1.
The Group’s business and general
information (Continued)
Given
the reasons described above, IDBD considers that it has enough
resources to continue operating for at least 12 months after the
date of these Consolidated Financial Statements.
It
should be noted that the Board of Directors of IDBD has in place a
24-month cash flow forecast to June 30, 2019, wich assumes that
IDBD will receive cash from the realization of private investments
directly held by IDBD. As a result, IDBD expects to honor all its
liabilities until the second quarter of 2019. Even though
consummation of such plans does not depend entirely on factors
under its control, IDBD believes it will succeed in finalizing
these or other plans.
Based
on the foregoing, IDBD’s management considers that there are
no material uncertainties regarding its ability to operate as a
going concern, given its current financial position and its ability
to fulfil its financial commitments in time and in due form and its
capacity to carry out its business plan.
Notwithstanding the
foregoing, IDBD expects to pay financial liabilities for NIS 1,413
(equivalent to approximately Ps. 6,641 as of the closing date of
these Consolidated Financial Statements) in November 2019, that
payment would be affected by factors that are out of IDBD control,
such as, its ability to carry out its plans to sell its equity
interest in Clal considering the scheme determined by the Capital
Market, Insurance and Saving Commission of Israel (“the
Commissioner”), the requirements of the Act to Promote
Competition and Reduce Concentration (“Concentration
Act”) and its ability to deal with the implications of the
Concentration Act and to comply with the restrictions set out
therein regarding the control of companies through a pyramidal
structure (Note 7), among others.
IDBD
expects that the consideration to be received from the sale of Clal
pursuant to the Commissioner’s scheme, namely the sale of 5%
tranches payable every four months, to the extent it is implemented
– to be low and even significantly low with respect to a
block sale of its controlling interest in Clal. However, even if
Clal’s shares will continued to be sold in accordance to the
scheme established by the Commissioner, IDBD’s management
considers that it would as well have additional sources of cash
flows available to obtain funds to pay its commitments in November
2019. IDBD’s management considers that it will be able to pay
timely its commitments and continue with its operations. In July
2017, following the end of the fiscal year, IDBD received an
initial and non-binding offer from an international group for the
possible purchase of all of its equity interests in Clal, for
nearly NIS 4.71 billion (or Ps. 22.21 billion). See Note
38.
It
should be noted that the financial position of IDBD and its
subsidiaries at the operations center in Israel does not adversely
affect Cresud´s cash flows to satisfy the debts of
Cresud.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
In
addition, the commitments and other covenants resulting from IDBD
financial debt do not have impact on Cresud and/or IRSA since such
indebtedness has no recourses against Cresud and/or IRSA and it is
not guaranteed by Cresud or IRSA's assets.
2.
Summary
of significant accounting policies
2.1.
Basis
of preparation of the Financial Statements
These
Consolidated Financial Statements have been prepared in accordance
with IFRS issued by IASB and interpretations issued by the IFRIC.
All IFRS applicable as of the date of these Consolidated Financial
Statements have been applied.
Under
IAS 29 “Financial Reporting in Hyperinflationary
Economies”, the Financial Statements of an entity whose
functional currency belongs to a hyperinflationary economy,
regardless of whether they apply historic cost or current cost
methods, should be stated at the current unit of measure as of the
date of this Consolidated Financial Statements. For such
purpose, in general, inflation is to be computed in non-monetary
items from the acquisition or revaluation date, as applicable. In
order to determine whether an economy is to be considered
hyperinflationary, the standard lists a set of factors to be taken
into account, including an accumulated inflation rate near or above
100% over a three year period.
Considering the
released inflation data, the declining inflation trend and in view
that all other indicators do not lead to a final conclusion, the
Board of Directors understands that there is no enough evidence to
conclude that Argentina is a hyperinflationary economy as of June
30, 2017. Therefore, no restatement has been applied on financial
information, as set forth by IAS 29, for the current fiscal
year.
However, over the
last years, certain macroeconomic variables affecting the
Company’s business, such as payroll costs and input prices,
have experienced significant annual changes. This factor should be
taken into consideration in assessing and interpreting the
financial condition and results of operations of the Company in
these Consolidated Financial Statements.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
IDBD’s fiscal
year ends on December 31 each year and Cresud’s fiscal year
ends on June 30. Furthermore, IDBD’s quarterly and annual
reporting follows the guidelines of Israeli standards, which means
that the information is available after the applicable statutory
terms in Argentina. Therefore, is not be able to include
IDBD’s quarterly results in its Consolidated Financial
Statements to be filed with the CNV within the applicable statutory
terms in Argentina. Therefore, IDBD’s results of operations
are consolidated with a three-month lag, adjusted by the effects of
material transactions that take place during the reported period.
Hence, IDBD’s results of operations for the 12-month period
beginning April 1st, 2016 through March
31, 2017 are included in the Group’s Consolidated Statement
of Comprehensive Income for the fiscal year ended June 30, 2017,
adjusted by such material transactions occurred between April
1st, 2017
and June 30, 2017. In addition, IDBD’s results of operations
for the period beginning October 11, 2015 (the acquisition of
control) through March 31, 2016 are included in the Group’s
Consolidated Statement of Comprehensive Income for the fiscal year
ended June 30, 2016, adjusted by such material transactions
occurred between April 1 st, 2016 and June 30,
2016.
(ii)
Recast to Financial Statements previously issued due to change in
accounting policies
The
Group’s Board of Directors decided to change the accounting
policy for investment property from cost model to fair value model,
as permitted under IAS 40. The Group considers this change more
reliably reflects the current value of its core assets and
therefore provides more relevant information to Management, users
of the Financial Statements and others.
The
Group has therefore retroactively changed the previously issued
Consolidated Financial Statements as required by IAS
8.
The
tables below include reconciliations between the Statements of
Comprehensive Income / (operations) for the fiscal years ended June
30, 2016 and 2015, and the Statements of Financial Position as of
June 30, 2016, 2015, and 2014 as they were originally issued, and
the current Consolidated Financial Statements (recast). There is no
impact on any of the relevant total sums of the Consolidated
Statement of Cash Flows.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Statement
of Comprehensive Income / (Operations) for the fiscal year ended
June 30, 2016:
|
06.30.16
(as
originally issued)
|
|
|
06.30.16
(other
reclassifications)
|
|
Revenues
|
35,384
|
-
|
|
(1,152)
|
34,232
|
Costs
|
(26,090)
|
550
|
a)
|
859
|
(24,681)
|
Initial recognition
and changes in the value of biological assets and agricultural
products at the point of harvest
|
1,660
|
(21)
|
(i)
|
-
|
1,639
|
Changes in the net
realizable value of agricultural products after
harvest
|
208
|
-
|
|
-
|
208
|
Gross
profit / (loss)
|
11,162
|
529
|
|
(293)
|
11,398
|
Gain / (loss) from
changes in the fair value of investment properties
|
-
|
17,878
|
c)
|
(339)
|
17,539
|
Gain / (loss) from
disposal of investment properties
|
1,101
|
(1,101)
|
b)
|
-
|
-
|
Loss from disposal
of farmlands
|
(2)
|
-
|
|
-
|
(2)
|
General and
administrative expenses
|
(2,244)
|
-
|
|
94
|
(2,150)
|
Selling
expenses
|
(6,279)
|
-
|
|
244
|
(6,035)
|
Other operating
results, net
|
(44)
|
(49)
|
d)
|
(26)
|
(119)
|
Management
fees
|
-
|
(534)
|
h)
|
-
|
(534)
|
Profit
/ (Loss) from operations
|
3,694
|
16,723
|
|
(320)
|
20,097
|
Share of (loss) /
profit of associates and joint ventures
|
473
|
289
|
e)
|
(228)
|
534
|
Profit
/ (loss) before financing and taxation
|
4,167
|
17,012
|
|
(548)
|
20,631
|
Finance
income
|
1,974
|
-
|
|
(492)
|
1,482
|
Finance
costs
|
(7,719)
|
1
|
|
270
|
(7,448)
|
Other financial
results
|
(510)
|
-
|
|
352
|
(158)
|
Financial results,
net
|
(6,255)
|
1
|
|
130
|
(6,124)
|
(Loss)
/ Profit before income tax
|
(2,088)
|
17,013
|
|
(418)
|
14,507
|
Income
tax
|
197
|
(6,004)
|
f)
|
(26)
|
(5,833)
|
(Loss)
/ Profit for the year from continuing operations
|
(1,891)
|
11,009
|
|
(444)
|
8,674
|
Profit from
discontinued operations after income tax
|
-
|
-
|
|
444
|
444
|
(Loss) / Profit for the year
|
(1,891)
|
11,009
|
(i)
|
-
|
9,118
|
|
|
|
|
|
|
Attributable
to:
|
|
|
|
|
|
Equity holders of
the parent
|
(1,038)
|
6,205
|
|
-
|
5,167
|
Non-controlling
interest
|
(853)
|
4,804
|
|
-
|
3,951
|
(i)
Correspond to
adjustments due to change in accounting standards. See Note 2.2.1.
Profit for the year include a net effect of Ps. 10
(loss).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
|
06.30.16
(as
originally issued)
|
|
|
06.30.16
(other
reclassifications)
|
|
(Loss) / Profit for
the year
|
(1,891)
|
11,009
|
(i)
|
-
|
9,118
|
Other
comprehensive Income / (loss):
|
|
|
|
|
|
Items
that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
|
Cumulative
translation
adjustment
|
4,764
|
390
|
g)
|
85
|
5,239
|
Change in the fair
value of hedging instruments net of income taxes
|
(93)
|
-
|
|
96
|
3
|
Items
that may not be reclassified subsequently to profit or
loss:
|
|
|
|
|
|
Actuarial (loss) /
profit from defined benefit plans
|
(42)
|
-
|
|
13
|
(29)
|
Other
comprehensive income for the year from continuing
operations
|
4,629
|
390
|
|
194
|
5,213
|
Other comprehensive
loss for the year from discontinued operations
|
-
|
-
|
|
(194)
|
(194)
|
Total
comprehensive income for the year
|
2,738
|
11,399
|
|
-
|
14,137
|
|
|
|
|
|
|
Attributable
to:
|
|
|
|
|
|
Equity holders of
the parent
|
(737)
|
6,452
|
|
-
|
5,715
|
Non-controlling
interest
|
3,475
|
4,947
|
|
-
|
8,422
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Statement
of Comprehensive Income / (Operations) for the fiscal year ended
June 30, 2015:
|
06.30.15
(as
originally issued)
|
|
|
|
Revenues
|
5,652
|
-
|
|
5,652
|
Costs
|
(4,770)
|
155
|
a)
|
(4,615)
|
Initial recognition
and changes in the value of biological assets and agricultural
products at the point of harvest
|
1,324
|
23
|
(i)
|
1,347
|
Changes in the net
realizable value of agricultural products after
harvest
|
(34)
|
-
|
|
(34)
|
Gross
profit
|
2,172
|
178
|
|
2,350
|
Net gain from fair
value adjustment of investment properties
|
-
|
4,055
|
c)
|
4,055
|
Gain / (loss) from
disposal of investment properties
|
1,150
|
(1,150)
|
b)
|
-
|
Gain from disposal
of
farmlands
|
550
|
-
|
|
550
|
General and
administrative
expenses
|
(618)
|
11
|
|
(607)
|
Selling
expenses
|
(474)
|
-
|
|
(474)
|
Other operating
results,
net
|
12
|
5
|
d)
|
17
|
Management
fees
|
-
|
(145)
|
h)
|
(145)
|
Profit
from
operations
|
2,792
|
2,954
|
|
5,746
|
Share of (loss) /
profit of associates and joint ventures
|
(1,026)
|
209
|
e)
|
(817)
|
Profit
before financing and
taxation
|
1,766
|
3,163
|
|
4,929
|
Finance
income
|
241
|
5
|
|
246
|
Finance
costs
|
(1,685)
|
-
|
|
(1,685)
|
Other financial
results
|
156
|
(7)
|
|
149
|
Financial results,
net
|
(1,288)
|
(2)
|
|
(1,290)
|
Profit
before income
tax
|
478
|
3,161
|
|
3,639
|
Income
tax
|
(303)
|
(1,093)
|
f)
|
(1,396)
|
Profit for the year from continuing
operations
|
175
|
2,068
|
|
2,243
|
Profit / (Loss)
from discontinued operations after income tax
|
-
|
-
|
|
-
|
Profit for the
year
|
175
|
2,068
|
(i)
|
2,243
|
|
|
|
|
|
Attributable
to:
|
|
|
|
|
Equity holders of
the
parent
|
(250)
|
1,204
|
|
954
|
Non-controlling
interest
|
425
|
864
|
|
1,289
|
(ii)
Correspond to the
adjustments due to change in accounting standards. See Note 2.2.1.
Profit for the year include a net effect of Ps. 16
gain.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
|
06.30.15
(as
originally issued)
|
|
|
|
Profit for the
year
|
175
|
2,068
|
(i)
|
2,243
|
Other
comprehensive loss:
|
|
|
|
|
Items
that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
Cumulative
translation
adjustment
|
(440)
|
(5)
|
g)
|
(445)
|
Other
comprehensive loss for the year from continuing
operations
|
(440)
|
(5)
|
|
(445)
|
Total
comprehensive income for the
year
|
(265)
|
2,063
|
|
1,798
|
|
|
|
|
|
Attributable
to:
|
|
|
|
|
Equity holders of
the
parent
|
(441)
|
1,201
|
|
760
|
Non-controlling
interest
|
176
|
862
|
|
1,038
|
Explanation of the changes in the Consolidated Statement of
Comprehensive Income / (Operations)
a)
Corresponds to the
elimination of depreciation expense of the investment properties
and the adjustment, if applicable, to the depreciation of property,
plant and equipment (see “Explanation of changes in the
Statement of Financial Position” – point
b).
b)
It corresponds to
the elimination of the gain/loss on the sale of investment
properties, for such property is accounted for at its fair value on
the date of sale, which generally coincides with the transaction
price (see point d).
c)
It represents the
net change in the fair value of investment properties.
d)
The expenses
related to the disposal of investment properties have been
reclassified under this line. Previously they were included under
“Gain / (loss) from disposal of investment
properties”.
e)
It corresponds to
changes in share of profit / (loss) in associates and joint
ventures, as per the equity method, after applying the change to
equity method valuation implemented by the Group.
f)
It reflects the tax
effect on the items indicated above, as applicable.
g)
It corresponds to
exchange differences related to foreign business following the
change in the accounting policy implemented by the
Group.
h)
It corresponds to
the re-measurement of management fees, as indicated in Note
32.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Statement
of Financial Position as of June 30, 2016:
|
06.30.16
(as
originally issued)
|
|
|
|
ASSETS
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Investment
properties
|
49,766
|
32,739
|
a)
|
82,505
|
Property, plant and
equipment
|
26,300
|
501
|
b)
|
26,801
|
Trading
properties
|
4,472
|
261
|
b)
|
4,733
|
Intangible
assets
|
11,814
|
-
|
|
11,814
|
Biological
assets
|
677
|
(180)
|
(i)
|
497
|
Investments in
joint ventures and
associates
|
16,534
|
641
|
c)
|
17,175
|
Deferred income tax
assets
|
1,658
|
(409)
|
d)
|
1,249
|
Income tax
credit
|
173
|
-
|
|
173
|
Restricted
assets
|
129
|
-
|
|
129
|
Trade and other
receivables
|
3,773
|
-
|
|
3,773
|
Financial assets
and other assets held for
sale
|
3,346
|
-
|
|
3,346
|
Investment in
financial
assets
|
2,226
|
-
|
|
2,226
|
Derivative
financial
instruments
|
8
|
-
|
|
8
|
Employee
benefits
|
4
|
-
|
|
4
|
Total
non-current
assets
|
120,880
|
33,553
|
|
154,433
|
Current
assets
|
|
|
|
|
Trading
properties
|
241
|
-
|
|
241
|
Biological
assets
|
455
|
97
|
(i)
|
552
|
Inventories
|
3,900
|
-
|
|
3,900
|
Restricted
assets
|
748
|
-
|
|
748
|
Income tax
credit
|
541
|
-
|
|
541
|
Financial assets
and other assets held for
sale
|
1,256
|
-
|
|
1,256
|
Trade and other
receivables
|
14,158
|
-
|
|
14,158
|
Investment in
financial
assets
|
9,673
|
-
|
|
9,673
|
Derivative
financial
instruments
|
53
|
-
|
|
53
|
Cash and cash
equivalents
|
14,096
|
-
|
|
14,096
|
Total
current
assets
|
45,121
|
97
|
|
45,218
|
TOTAL
ASSETS
|
166,001
|
33,650
|
|
199,651
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY
|
|
|
|
|
Capital
and reserves attributable to equity holders of the
parent
|
|
|
|
|
Share
capital
|
495
|
-
|
|
495
|
Treasury
shares
|
7
|
-
|
|
7
|
Inflation
adjustment of share capital and treasury shares
|
65
|
-
|
|
65
|
Share
premium
|
659
|
-
|
|
659
|
Additional paid-in
capital from treasury
shares
|
16
|
-
|
|
16
|
Legal
reserve
|
83
|
-
|
|
83
|
Other
reserves
|
1,086
|
213
|
|
1,299
|
Special
reserve
|
-
|
1,516
|
|
1,516
|
Retained
earnings
|
(1,390)
|
10,911
|
|
9,521
|
Total
capital and reserves attributable to equity holders of the
parent
|
1,021
|
12,640
|
e)
|
13,661
|
Non-controlling
interest
|
14,211
|
9,328
|
f)
|
23,539
|
TOTAL
SHAREHOLDERS’
EQUITY
|
15,232
|
21,968
|
(i)
|
37,200
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
|
06.30.16
(as
originally issued)
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Trade and other
payables
|
1,528
|
936
|
g)
|
2,464
|
Borrowings
|
93,808
|
-
|
|
93,808
|
Deferred income tax
liabilities
|
7,662
|
11,542
|
d)
|
19,204
|
Derivative financial
instruments
|
121
|
(1)
|
|
120
|
Payroll and social security
liabilities
|
21
|
(1)
|
|
20
|
Provisions
|
1,341
|
(794)
|
c)
|
547
|
Employee
benefits
|
689
|
-
|
|
689
|
Total
non-current
liabilities
|
105,170
|
11,682
|
|
116,852
|
Current
liabilities
|
|
|
|
|
Trade and other
payables
|
18,443
|
-
|
|
18,443
|
Income tax and
minimum presumed income tax liabilities
|
624
|
-
|
|
624
|
Payroll and social
security
liabilities
|
1,856
|
-
|
|
1,856
|
Borrowings
|
23,488
|
-
|
|
23,488
|
Derivative
financial
instruments
|
147
|
-
|
|
147
|
Provisions
|
1,041
|
-
|
|
1,041
|
Total
current
liabilities
|
45,599
|
-
|
|
45,599
|
TOTAL
LIABILITIES
|
150,769
|
11,682
|
|
162,451
|
TOTAL
SHAREHOLDERS’ EQUITY AND LIABILITIES
|
166,001
|
33,650
|
|
199,651
|
(i)
Correspond to
adjustments due to change in accounting standards. See Note 2.2.1.
Total shareholder equity Include a net effect of Ps. 7
(loss).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Statement
of Financial Position as of June 30, 2015:
|
06.30.15
(as
originally issued)
|
|
|
|
ASSETS
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Investment
properties
|
3,475
|
15,831
|
a)
|
19,306
|
Property, plant and
equipment
|
1,977
|
236
|
b)
|
2,213
|
Trading
properties
|
130
|
13
|
b)
|
143
|
Intangible
assets
|
176
|
-
|
|
176
|
Biological
assets
|
459
|
(113)
|
(i)
|
346
|
Investment in joint
ventures and
associates
|
2,772
|
418
|
c)
|
3,190
|
Deferred income tax
assets
|
653
|
1
|
d)
|
654
|
Income tax
credit
|
160
|
1
|
|
161
|
Restricted
assets
|
4
|
-
|
|
4
|
Trade and other
receivables
|
427
|
-
|
|
427
|
Investment in
financial
assets
|
623
|
-
|
|
623
|
Derivative
financial
instruments
|
208
|
-
|
|
208
|
Total
non-current
assets
|
11,064
|
16,387
|
|
27,451
|
Current
assets
|
|
|
|
|
Trading
properties
|
3
|
-
|
|
3
|
Biological
assets
|
120
|
60
|
(i)
|
180
|
Inventories
|
511
|
-
|
|
511
|
Restricted
assets
|
607
|
-
|
|
607
|
Income tax
credit
|
31
|
-
|
|
31
|
Trade and other
receivables
|
1,772
|
1
|
|
1,773
|
Investment in
financial
assets
|
504
|
-
|
|
504
|
Derivative
financial
instruments
|
30
|
-
|
|
30
|
Cash and cash
equivalents
|
634
|
-
|
|
634
|
Total
current
assets
|
4,212
|
61
|
|
4,273
|
TOTAL
ASSETS
|
15,276
|
16,448
|
|
31,724
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY
|
|
|
|
|
Capital
and reserves attributable to equity holders of the
parent
|
|
|
|
|
Share
capital
|
495
|
-
|
|
495
|
Treasury
shares
|
7
|
-
|
|
7
|
Inflation
adjustment of share capital and treasury shares
|
65
|
-
|
|
65
|
Share
premium
|
659
|
-
|
|
659
|
Additional paid-in
capital from treasury
shares
|
13
|
-
|
|
13
|
Other
reserves
|
579
|
233
|
|
812
|
Special
reserve
|
-
|
1,516
|
|
1,516
|
Retained
earnings
|
(245)
|
4,706
|
|
4,461
|
Total
capital and reserves attributable to equity holders of the
parent
|
1,573
|
6,455
|
e)
|
8,028
|
Non-controlling
interest
|
2,330
|
4,198
|
f)
|
6,528
|
TOTAL
SHAREHOLDERS’
EQUITY
|
3,903
|
10,653
|
(i)
|
14,556
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
|
06.30.15
(as
originally issued)
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Trade and other
payables
|
264
|
402
|
g)
|
666
|
Borrowings
|
5,833
|
-
|
|
5,833
|
Deferred income tax
liabilities
|
151
|
5,738
|
d)
|
5,889
|
Derivative financial
instruments
|
270
|
-
|
|
270
|
Payroll and social security
liabilities
|
5
|
-
|
|
5
|
Provisions
|
387
|
(345)
|
c)
|
42
|
Total
non-current
liabilities
|
6,910
|
5,795
|
|
12,705
|
Current
liabilities
|
|
|
|
|
Trade and other
payables
|
1,307
|
-
|
|
1,307
|
Income tax and
minimum presumed income tax liabilities
|
142
|
-
|
|
142
|
Payroll and social
security
liabilities
|
230
|
-
|
|
230
|
Borrowings
|
2,466
|
-
|
|
2,466
|
Derivative
financial
instruments
|
263
|
-
|
|
263
|
Provisions
|
55
|
-
|
|
55
|
Total
current
liabilities
|
4,463
|
-
|
|
4,463
|
TOTAL
LIABILITIES
|
11,373
|
5,795
|
|
17,168
|
TOTAL
SHAREHOLDERS’ EQUITY AND LIABILITIES
|
15,276
|
16,448
|
|
31,724
|
(i)
Correspond to
adjustments due to change in accounting standards. See Note 2.2.1.
Total shareholder equity Include a net effect of Ps. 11
gain.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Statement
of Financial Position as of June 30, 2014:
|
06.30.14
(as
originally issued)
|
|
|
|
ASSETS
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Investment
properties
|
3,455
|
12,626
|
a)
|
16,081
|
Property, plant and
equipment
|
2,382
|
128
|
b)
|
2,510
|
Trading
properties
|
133
|
1
|
b)
|
134
|
Intangible
assets
|
175
|
-
|
|
175
|
Biological
assets
|
445
|
(143)
|
(i)
|
302
|
Investments in
associates and joint
ventures
|
2,375
|
329
|
c)
|
2,704
|
Deferred income tax
assets
|
853
|
(337)
|
d)
|
516
|
Income tax
credit
|
177
|
-
|
|
177
|
Restricted
assets
|
51
|
-
|
|
51
|
Trade and other
receivables
|
475
|
-
|
|
475
|
Investment in
financial
assets
|
275
|
-
|
|
275
|
Total
non-current
assets
|
10,796
|
12,604
|
|
23,400
|
Current
assets
|
|
|
|
|
Trading
properties
|
5
|
-
|
|
5
|
Biological
assets
|
196
|
70
|
(i)
|
266
|
Inventories
|
440
|
-
|
|
440
|
Income tax
credit
|
20
|
-
|
|
20
|
Financial assets
and other assets held for
sale
|
1,358
|
290
|
b)
|
1,648
|
Trade and other
receivables
|
1,438
|
-
|
|
1,438
|
Investment in
financial
assets
|
495
|
-
|
|
495
|
Derivative
financial
instruments
|
33
|
-
|
|
33
|
Cash and cash
equivalents
|
1,003
|
-
|
|
1,003
|
Total
current
assets
|
4,988
|
360
|
|
5,348
|
TOTAL
ASSETS
|
15,784
|
12,964
|
|
28,748
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY
|
|
|
|
|
Capital
and reserves attributable to equity holders of the
parent
|
|
|
|
|
Share
capital
|
491
|
-
|
|
491
|
Treasury
shares
|
11
|
-
|
|
11
|
Share
warrants
|
106
|
-
|
|
106
|
Inflation
adjustment of share capital and treasury shares
|
65
|
-
|
|
65
|
Share
premium
|
773
|
-
|
|
773
|
Legal
reserve
|
82
|
-
|
|
82
|
Other
reserves
|
851
|
333
|
|
1,184
|
Special
reserve
|
634
|
1,516
|
|
2,150
|
Retained
earnings
|
(1,067)
|
3,503
|
|
2,436
|
Total
capital and reserves attributable to equity holders of the
parent
|
1,946
|
5,352
|
c)
|
7,298
|
Non-controlling
interest
|
2,489
|
3,240
|
f)
|
5,729
|
TOTAL
SHAREHOLDERS’
EQUITY
|
4,435
|
8,592
|
(i)
|
13,027
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
|
06.30.14
(as
originally issued)
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Trade and other
payables
|
217
|
268
|
g)
|
485
|
Borrowings
|
5,315
|
-
|
|
5,315
|
Deferred income tax
liabilities
|
471
|
4,152
|
d)
|
4,623
|
Derivative financial
instruments
|
321
|
-
|
|
321
|
Payroll and social security
liabilities
|
5
|
-
|
|
5
|
Provisions
|
221
|
(178)
|
c)
|
43
|
Total
non-current
liabilities
|
6,550
|
4,242
|
|
10,792
|
Current
liabilities
|
|
|
|
|
Trade and other
payables
|
1,004
|
-
|
|
1,004
|
Income tax and
minimum presumed income tax liabilities
|
73
|
-
|
|
73
|
Payroll and social
security
liabilities
|
202
|
-
|
|
202
|
Borrowings
|
2,639
|
-
|
|
2,639
|
Derivative
financial
instruments
|
53
|
-
|
|
53
|
Provisions
|
21
|
-
|
|
21
|
Liabilities
available for sale and discontinued operations
|
807
|
130
|
b)
|
937
|
Total
current
liabilities
|
4,799
|
130
|
|
4,929
|
TOTAL
LIABILITIES
|
11,349
|
4,372
|
|
15,721
|
TOTAL
SHAREHOLDERS’ EQUITY AND LIABILITIES
|
15,784
|
12,964
|
|
28,748
|
(i)
Correspond to
adjustments due to change in accounting standards. See Note 2.2.1.
Total shareholder equity Include a net effect of Ps. 6
(loss).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
Explanation of the changes in the Statement of Financial
Position
a)
It corresponds to
the net change in the fair value of investment properties, the
elimination of depreciation expense and, if applicable, the
valuation adjustment for transfers to other items (see point
b).
b)
It corresponds to
the valuation adjustment of transfers of investment properties to
these line.
c)
It relates to
change in the value, as per the equity method, in associates and
joint ventures after applying the change to equity in the
accounting policy implemented by the Group.
d)
It represents the
tax impact on the above items, as applicable.
e)
It corresponds to the effect of the
aforementioned items on equity
attributable to the shareholders of the parent
company.
f)
It corresponds to the effect of previous items
attributable to non-controlling interest.
g)
Provisions
for management fees.
(iii)
Current and non-current classification
The
Group presents current and non-current assets, and current and
non-current liabilities, as separate classifications in its
Statement of Financial Position according to the operating cycle of
each activity.
Current
assets and current liabilities include assets and liabilities that
are either realized or settled within 12 months from the end of the
fiscal year.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
All
other assets and liabilities are classified as non-current assets
or non-current liabilities. Current and deferred tax assets and
liabilities (income tax payable) are presented separately from each
other and from other assets and liabilities as current and
non-current, respectively.
(iv)
Presentation currency
The
Consolidated Financial Statements are presented in millions of
Argentine Pesos. Unless otherwise stated or the context otherwise
requires, references to ‘Peso amounts’ or
‘Ps.’, are of Argentine Pesos, references to
‘US$’ or ‘US Dollars’ are millions of USA
dollars, references to ‘Rs.’ are millions of Brazilian
Reais and references to ‘NIS‘ are millions of New
Israeli Shekel.
The
fiscal year begins on July 1 and ends on June 30 of the following
year.
The
Consolidated Financial Statements have been prepared under
historical cost criteria, as modified by financial assets and
financial liabilities (including derivative instruments) at fair
value through profit or loss, share-based payments at fair value,
biological assets and agricultural produce at the point of harvest
measured at fair value less costs to sell, and agricultural produce
after harvest measured at net realizable value, financial assets
and other assets held for sale and investment
properties.
(vii)
Reporting cash flows
The
Group reports operating activities cash flows using the indirect
method. Interest paid is presented within financing activities.
Interest received is presented within investing activities. The
acquisitions and disposals of investment properties are disclosed
within from investing activities as this most appropriately
reflects the Group’s business activities. Cash flows in
respect to trading properties are disclosed within operating
activities because these items are sold in the ordinary course of
business.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
preparation of Consolidated Financial Statements at a certain date
requires the Management of the Group 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 year. Actual
results might differ from the estimates and evaluations made at the
date of preparation of these Consolidated Financial Statements. The
most significant judgments made by Management in applying the
Group’s accounting policies and the major estimations and
significant judgments are described in Note 5.
2.2.
New
accounting standards
The
following standards, amendments and interpretations have been
published by the IASB and by the IFRIC. Below we outline the
standards, amendments and interpretations that may potentially have
an impact on the Group at the time of application.
Amendments to IAS 40 "Transfers of Investment
Properties". The amendments clarify the conditions that
should be met for an entity to transfer a property to, or from,
investment properties. Become effective for the fiscal year
beginning January 1, 2018, that is, fiscal year ended June 30, 2019
for the Group. Earlier adoption is permitted. The Group is
currently assessing the potential impact of the amendments on its
Financial Statements.
Cycle of annual improvements 2014-2016. IFRS 12
“Disclosure of Interests in other entities”.
Clarifies the standard scope. Become effective for the fiscal year
beginning January 1, 2017, that is, fiscal year ended June 30, 2018
for the Group. Earlier adoption is permitted. The Group is
currently assessing the potential impact of the amendments on its
Financial Statements.
Cycle of annual improvements 2014-2016. IAS 28
“Investments in Associates and Joint ventures”.
It clarifies that the option to measure an associate or a joint
venture at fair value for a qualifying entity is available upon
initial recognition. Become effective for the fiscal year beginning
January 1, 2018, that is, fiscal year ended June 30, 2019 for the
Group. Earlier adoption is permitted. The Group is currently
assessing the potential impact of the amendments on its Financial
Statements.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
IFRS 16 "Leases". Will supersede IAS 17
currently in force (and associated interpretations) and its scope
includes all leases, with a few specific exceptions. Under the new
standard, lessees are required to account for leases under one
single model in the balance sheet that is similar to the one used
to account for financial leases under IAS 17. There are two
exceptions to this rule: to recognize the lease of low-cost assets
(for example, personal computers) and short-term leases (for
example, leases for a 12 month or shorter term). As regards the
lease commencement date, the lessee shall recognize the obligation
to make rental payments (for example, leases payable) and an asset
that represents the right to use the leased asset during the term
of the lease agreement (for example, rights of use). There is
almost no changes to lessor accounting. Become effective for the
fiscal year beginning January 1, 2019, that is, fiscal year ended
June 30, 2020 for the Group. It may be applied earlier provided
IFRS 15 is also adopted. The Group is currently assessing the
potential impact of the amendments on its Financial
Statements.
Amendments to IAS 7 "Statement of cash
flows". Amendments provide that the entity shall disclose
information so that users of the Financial Statements may assess
the changes in liabilities resulting from financing activities,
including both cash-flow and non-cash-flow derivatives. Become
effective for the fiscal year beginning January 1, 2017, that is,
fiscal year ended June 30, 2018 for the Group. Comparative
information for prior fiscal years is not mandatory. Earlier
adoption is permitted. The Group is currently assessing the
potential impact of the amendments on its Financial
Statements.
Amendments to IAS 12 "Recognition of deferred
tax assets for unrealized losses". The amendments clarify
the accounting of deferred income tax assets in the case of
unrealized losses on instruments measured at fair value. Become
effective for the fiscal year beginning January 1, 2017, that is,
fiscal year ended June 30, 2018 for the Group. Earlier adoption is
permitted. The Group is currently assessing the potential impact of
the amendments on its Financial Statements.
IFRS 9 “Financial
Instruments”. Adds a new impairment model based on
expected losses and introduces some minor amendments to the
classification and measurement of financial assets. The new
standard replaces all previous versions of IFRS 9 and becomes
effective for fiscal years starting on or after January 1, 2018,
this is, for Financial Statements ended on June 30, 2019 for the
Group. The Group is currently assessing the potential impact of the
amendments on its Financial Statements.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
IFRS 15 “Revenue from contracts with
customers”. Replaces IAS 11 “Construction
contracts”, IAS 18 “Revenue”, IFRIC 13
“Customer loyalty programs”, IFRIC 15 “Agreements
for the construction of real estate”, IFRIC 18
“Transfer of assets from customers” and SIC-31
“Revenues – Barter transactions involving advertising
services”. Provides the new revenue recognition model derived
from contracts with customers. The core principle underlying the
model is satisfaction of obligations assumed with customers.
Applies to all contracts with customers, other than those covered
by other IFRSs, such as leases insurance and financial instruments
contracts. The standard does not address recognition of interest or
dividend income. IFRS 15 becomes effective for all fiscal years
beginning as from January 1, 2018, that is, for Financial
Statements ended on June 30, 2019 and may be adopted earlier.
Application is retroactive. As of the date of these Consolidated
Financial Statements, the Group is assessing the impact that this
standard shall have on its financial position and the results of
operations.
Amendments to IFRS 2 "Share-based
Payment". The amendments
clarify the scope of the standard in relation to (i) accounting of
the effects that the concession consolidation conditions have on
cash settled share-based payments, (ii) the classification of the
share-based payment transactions subject to net settlement, and
(iii) accounting for the amendment of terms and conditions of the
share-based payment transaction that reclassifies the transaction
from cash settled to equity settled. Become effective for
the fiscal year beginning January 1, 2018, that is, fiscal year
ended June 30, 2019 for the Group. Earlier adoption is permitted.
The Group is currently assessing the potential impact of the
amendments on its Financial Statements.
On the
issue date of these Consolidated Financial Statements, there are no
other standards, amendments and interpretations issued by the IASB
and IFRIC that are yet to become effective and that are expected to
have a material effect on the Group.
2.2.1
Adjustment
due to change to accounting standards
During
the reported year, the Group has adopted the changes to IAS 16
“Property Plant and Equipment” and to IAS 41
“Agriculture” in relation to production plants. These
amendments imply changes in accounting policies and have the
following impact on the financial situation and results of
operations of the Group, already recognized in the Financial
Statements.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
On June
2014, the International Accounting Standards Board issued the
amendments to IAS 16 “Property, plant and equipment”
and to IAS 41 “Agriculture” whereby it distinguished
between bearer plants and other biological assets. Production plants are
solely used for product development and its operation is similar to
that of manufacturing machinery. As a result, amendments require
bearer plants to be accounted for as property, plant and equipment
and covered by IAS 16, rather than IAS 41. However, the produce
growing on bearer plants will continued to be governed by IAS 41
and will continue to be valued at fair value minus selling
costs.
Group's
sugarcane fields are recognized as bearer plants under the new
definition included in IAS 41. Under IAS 8, modifications are to be
applied retrospectively; therefore, the sugarcane field will be
reclassified under "Property, plant and equipment" and valued at
depreciated cost as from July 1, 2016, with comparative balances
being revised retrospectively. Sugarcane fields are depreciated
over its useful life under the balance declining method based on
the expected yield.
2.3.
Scope
of consolidation
Subsidiaries are
all entities (including structured entities) over which the Group
has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its
power over the entity. The Group also analyze whether there is
control when it does not hold more than 50% of the voting rights of
an entity, but does have capacity to define its relevant activities
because of de-facto control.
The
Group uses the acquisition method of accounting to account for
business combinations The consideration transferred for the
acquisition of a subsidiary is the fair value of the assets
transferred, the liabilities incurred and the equity interests
issued by the Group. Acquisition costs are charged to expense as
incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition
date.
The
Group recognizes any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis either at fair value or at the
non-controlling interest’s proportionate share of the
acquiree’s net assets. The Group chooses the method to be
used on a case by case base.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
excess of the sum of the consideration transferred, the amount of
any non-controlling interest in the acquire and the
acquisition-date fair value of any previous equity interest in the
acquire over the fair value of the identifiable net assets acquired
is recorded as goodwill. If the total of consideration transferred,
non-controlling interest recognized and previously held interest
measured is less than the fair value of the net assets of the
subsidiary acquired in the case of a bargain purchase, the
difference is recognized directly in the Statements of Income as
“Bargain purchase gains”.
The
Group conducts its business through several holding and operating
companies, the principal companies are listed below:
Agricultural
business
|
|
|
% of ownership interest held by the Group
|
Name of the entity
|
Country
|
Principal activity
|
|
|
|
Cresud's direct equity interest in:
|
|
|
|
|
|
Brasilagro-Companhia
Brasileira de Propiedades Agrícolas (1)
|
Brazil
|
Agricultural
|
43.43%
|
42.18%
|
39.77%
|
Sociedad
Anónima Carnes Pampeanas S.A. (2)
|
Argentina
|
Agro-industrial
|
100.00%
|
100.00%
|
100.00%
|
Futuros
y Opciones.Com S.A.
|
Argentina
|
Brokerage
|
59.59%
|
59.59%
|
59.59%
|
Helmir
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
IRSA
Inversiones y Representaciones S.A. (2)
|
Argentina
|
Real
State
|
63.76%
|
63.77%
|
64.78%
|
Agropecuaria
Santa Cruz S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Brasilagro's direct equity interest in:
|
|
|
|
|
|
Araucária
Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Cajueiro
Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Ceibo
Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Cremaq
Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Engenho
de Maracajú Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Flamboyant
Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Jaborandi
Agrícola Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Jaborandi
Propriedades Agrícolas S.A.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Mogno
Ltda.
|
Brazil
|
Agricultural
|
99.99%
|
99.99%
|
99.99%
|
Futuros y Opciones.Com. S.A.'s direct equity interest
in:
|
|
|
|
|
|
Amauta
Agro S.A. (3)
|
Argentina
|
Brokerage
|
98.57%
|
98.57%
|
98.57%
|
FyO
Acopio S.A. (3)
|
Argentina
|
Warehousing
and brokerage
|
98.57%
|
98.57%
|
98.57%
|
FyO
Chile SPA
|
Chile
|
Brokerage
|
100.00%
|
-
|
-
|
Agropecuaria Santa Cruz S.A.'s direct equity interest
in:
|
|
|
|
|
|
Agropecuaria
Acres del Sud S.A. (2)
|
Bolivia
|
Agricultural
|
100.00%
|
100.00%
|
100.00%
|
Ombú
Agropecuaria S.A.
|
Bolivia
|
Agricultural
|
100.00%
|
100.00%
|
100.00%
|
Yatay
Agropecuaria S.A.
|
Bolivia
|
Agricultural
|
100.00%
|
100.00%
|
100.00%
|
Yuchán
Agropecuaria S.A. (2)
|
Bolivia
|
Agricultural
|
100.00%
|
100.00%
|
100.00%
|
Sedelor
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Codalis
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Alafox
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
(1)
The Group exercises
“de facto control” over Brasilagro as a result of (i)
the percentage and concentration of voting rights of the Group, as
well as potential voting rights of warrants held by the Group and
the absence of other shareholders with significant voting rights,
(ii) the absence of a voting agreement among the other shareholders
to vote together as a group, (iii) the record of attendance to
Shareholders’ Meetings and the record of votes casted by the
other shareholders; and (iv) the effective control exercised by the
Group to direct Brasilagro’s activities through its seat in
the Board of Directors. See Note 7 for further information
regarding to Brasilagro.
(2)
Includes interest
indirectly held through Helmir.
(3)
Includes interest
directly held through Cresud.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Urban
properties and investments business
|
|
|
% of
ownership interest held by the Group
|
Name
of the entity
|
Country
|
Principal
activity
|
|
|
|
IRSA's
direct equity interest:
|
|
|
|
|
|
IRSA CP
(1)
|
Argentina
|
Real
Estate
|
94.61%
|
94.61%
|
95.80%
|
E-Commerce Latina
S.A.
|
Argentina
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Efanur
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Hoteles Argentinos
S.A.
|
Argentina
|
Hotel
|
80.00%
|
80.00%
|
80.00%
|
Inversora
Bolívar S.A.
|
Argentina
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Llao Llao Resorts
S.A. (2)
|
Argentina
|
Hotel
|
50.00%
|
50.00%
|
50.00%
|
IRSA –
Galerías Pacífico S.A. Unión
Transitoria
|
Argentina
|
Hotel
|
50.00%
|
-
|
-
|
Nuevas Fronteras
S.A.
|
Argentina
|
Hotel
|
76.34%
|
76.34%
|
76.34%
|
Palermo Invest
S.A.
|
Argentina
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Ritelco
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Solares de Santa
María S.A. (3)
|
Argentina
|
Real
Estate
|
-
|
-
|
100.00%
|
Tyrus
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Unicity S.A.
(3)
|
Argentina
|
Investment
|
-
|
-
|
100.00%
|
IRSA
CP's direct equity interest in:
|
|
|
|
|
|
Arcos del Gourmet
S.A.
|
Argentina
|
Real
Estate
|
90.00%
|
90.00%
|
90.00%
|
Emprendimiento
Recoleta S.A.
|
Argentina
|
Real
Estate
|
53.68%
|
53.68%
|
53.68%
|
Fibesa S.A.
(4)
|
Argentina
|
Real
Estate
|
100.00%
|
100.00%
|
100.00%
|
Panamerican Mall
S.A.
|
Argentina
|
Real
Estate
|
80.00%
|
80.00%
|
80.00%
|
Shopping
Neuquén S.A.
|
Argentina
|
Real
Estate
|
99.92%
|
99.14%
|
99.14%
|
Torodur
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
EHSA
|
Argentina
|
Investment
|
70.00%
|
-
|
-
|
Tyrus
S.A.'s direct equity interest in:
|
|
|
|
|
|
DFL
(4)
|
Bermudas
|
Investment
|
91.57%
|
91.57%
|
91.57%
|
I Madison
LLC
|
USA
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
IRSA Development
LP
|
USA
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
IRSA International
LLC
|
USA
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Jiwin
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Liveck
S.A.
|
Uruguay
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Real Estate
Investment Group IV LP (REIG IV)
|
Bermudas
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Real Estate
Investment Group V LP
|
Bermudas
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Real Estate
Strategies LLC
|
USA
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
Efanur
S.A.'s direct equity interest in:
|
|
|
|
|
|
Real Estate
Strategies LP
|
Bermudas
|
Investment
|
66.83%
|
66.83%
|
66.83%
|
DFL's
direct equity interest in:
|
|
|
|
|
|
IDB Development
Corporation Ltd.
|
Israel
|
Investment
|
68.28%
|
68.28%
|
-
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
|
|
|
% of
ownership interest held by the Group
|
Name
of the entity
|
Country
|
Principal
activity
|
|
|
|
IDBD's
direct equity interest in:
|
|
|
|
|
|
Discount Investment
Corporation Ltd. (5)
|
Israel
|
Investment
|
77.25%
|
76.43%
|
76.43%
|
IDB Tourism (2009)
Ltd.
|
Israel
|
Tourism
services
|
100.00%
|
100.00%
|
100.00%
|
IDB Group
Investment Inc
|
Israel
|
Investment
|
100.00%
|
100.00%
|
100.00%
|
DIC's
direct equity interest in:
|
|
|
|
|
|
Property &
Building Corporation Ltd.
|
Israel
|
Investment
|
64.44%
|
76.45%
|
-
|
Shufersal
Ltd.
|
Israel
|
Investment
|
54.19%
|
52.95%
|
-
|
Koor Industries
Ltd.
|
Israel
|
Investment
|
100.00%
|
100.00%
|
-
|
Cellcom Israel Ltd.
(6)
|
Israel
|
Investment
|
42.26%
|
41.77%
|
-
|
Elron Electronic
Industries Ltd.
|
Israel
|
Investment
|
50.32%
|
50.32%
|
-
|
Bartan Holdings and
Investments Ltd.
|
Israel
|
Investment
|
55.68%
|
55.68%
|
-
|
Epsilon Investment
House Ltd.
|
Israel
|
Investment
|
68.75%
|
68.75%
|
-
|
(1) Includes interest
indirectly held through Tyrus S.A.
(2)
The Group has
consolidated the investment in Llao Llao Resorts S.A. considering
its equity and a shareholder agreement that confers it majority of
votes in the decision making process.
(3) Were merged on July
1, 2015.
(4) Includes interest
held through Ritelco S.A.
(5) Includes Tyrus's
equity interest held through DFL.
(6)
DIC considers it
exercises effective control over Cellcom because DIC is the group
with the higher percentage of votes vis-à-vis other
shareholders, also taking into account the historic voting
performance in the Shareholders’ Meetings.
The
Group takes into account both quantitative and qualitative aspects
in order to determine which non-controlling interests in
subsidiaries are considered significant.
(b)
Changes in ownership interests in subsidiaries without change of
control
Transactions with
non-controlling interests that do not result in loss of control are
accounted for as equity transactions – that is, as
transactions with the owners in their capacity as owners. The
recorded value corresponds to is the difference between the fair
value of the consideration paid and/or receive and the relevant
share acquired and/or transferred of the carrying value of net
assets of the subsidiary.
(c)
Disposal of subsidiaries with loss of control
When
the Group ceases to have control any retained interest in the
entity is re-measured at its fair value at the date when control is
lost, with changes in carrying amount recognized in profit or loss.
The fair value is the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate,
joint venture or financial asset. In addition, any amounts
previously recognized in other comprehensive income in respect of
that entity are accounted for as if the Group had directly disposed
of the related assets or liabilities. This may mean that amounts
previously recognized in other comprehensive income are
reclassified to profit or loss.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Associates are all
entities over which the Group has significant influence but not
control, representing an interest of between 20% at least 50% of
the voting rights. Investments in associates are accounted for
using the equity method of accounting, except as otherwise
indicated as explained below. Under the equity method, the
investment is initially recognized at cost, and the carrying amount
is increased or decreased to recognize the investor’s share
of the profit or loss of the investee after the date of
acquisition. The Group’s investment in associates includes
goodwill identified on acquisition.
IAS 28
“Investments in Associates” provides an exemption from
applying the equity method where investments in associates are held
through “Venture Capital Organizations” (VCO) or
venture capital entities, as defined in Spanish, even when the
Group is not a VCO. This type of investment may be accounted for at
fair value with changes in net income for the years because such measure
proves to be more useful to users of Financial Statements than the
equity method.
As of
each year-end or upon the existence of evidence of impairment, a
determination is made as to whether there is any objective
indication of impairment in the value of the investments in
associates. If this is the case, the Group calculates the amount of
impairment as the difference between the recoverable amount of the
associates and its carrying value and recognizes the amount
adjacent to "Share of profit / (loss) of associates and joint
ventures" in the Statements of Income.
Joint
arrangements are arrangements of which the Group and other party or
parties have joint control bound by a contractual arrangement.
Under IFRS 11, investments in joint arrangements are classified as
either joint ventures or joint operations depending on the
contractual rights and obligations each investor has rather than
the legal structure of the joint arrangement. A joint venture is a
joint arrangement whereby the parties that have joint control of
the arrangement have rights to the net assets of the arrangement. A
joint operation is a joint arrangement whereby the parties that
have joint control of the arrangement have rights to the assets,
and obligations for the liabilities, relating to the arrangement.
The Group has assessed the nature of its joint arrangements and
determined them to be joint ventures.
Investments in
joint ventures are accounted for under the equity method. Under the
equity method of accounting, interests in joint ventures are
initially recognized in the Consolidated Statement of Financial
Position at cost and adjusted thereafter to recognize the
Group’s share of the post-acquisition profits or losses in
the Statements of Income and in other comprehensive income
respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
Group determines at each reporting date whether there is any
objective evidence that the investment amount in the joint ventures
is impaired. If this is the case, the Group calculates the amount
of impairment as the difference between the recoverable amount of
the joint venture and its carrying value and recognizes the
difference to "Share of profit / (loss) of associates and joint
ventures" in the Statement of Income.
Operating segments
are reported in a manner consistent with the internal reporting
provided to the Chief Operating Decision-Maker, responsible for
allocating resources and assessing performance of them. The
operating segments are described in Note 6.
2.5.
Foreign
currency translation
(a)
Functional and presentation currency
Items
included in the Financial Statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional
currency’). The Consolidated Financial Statements are
presented in Argentine Pesos, which is the Group’s
presentation currency.
(b)
Transactions and balances in foreign currency
Foreign
currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities
nominated in foreign currencies are recognized in the profit or
loss for the year.
Foreign
exchange gains and losses are presented in the Statement of Income
within finance costs and finance income, as appropriate, unless
they are capitalized.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
results and financial position of all the Group entities (none of
which has the currency of a hyperinflationary economy) that have a
functional currency different from the presentation currency are
translated into the presentation currency as follows:
(i)
Assets, liabilities
and goodwill for each Statement of Financial Position presented are
translated at the closing rate at the date of that financial
position;
(ii)
Income and expenses
for each Statement of Comprehensive Income are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the rate on the dates of the transactions);
and
(iii)
All resulting
exchange differences are recognized in the Statement of
Comprehensive Income.
2.6.
Investment
properties
Investment
properties are those properties owned by the Group that are held
either to earn long-term rental income or for capital appreciation,
or both, and that are not occupied by the Group for its own
operations. Investment property also includes property that is
being constructed or developed for future use as investment
property. The Group also classifies land whose future use has not
been determined yet as investment properties.
The
Group’s investment properties primarily comprise the
Group’s portfolio of shopping malls and offices, farmland
leased out to third parties, certain property under development and
undeveloped land.
Where a
property is partially owner-occupied, with the rest being held for
rental income or capital appreciation, the Group accounts for the
portions separately. The portion that is owner-occupied is
accounted for as property, plant and equipment under IAS 16
“Property, Plant and Equipment” and the portion that is
held for rental income or capital appreciation, or both, is treated
as investment properties under IAS 40 “Investment
Properties”.
Investment
properties are measured initially at cost. Cost comprises the
purchase price and directly attributable expenditures, such as
legal fees, certain direct taxes, commissions and in the case of
properties under construction, the capitalization of financial
costs.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
For
properties under development, capitalization of costs includes not
only financial costs, but also all costs directly attributable to
works in process, from commencement of construction until it is
completed and property is in conditions to start
operating.
Direct
expenses related to lease contract negotiation (such as payment to
third parties for services rendered and certain specific taxes
related to execution of such contracts) are capitalized as part of
the book value of the relevant investment properties and amortized
over the term of the lease.
Borrowing costs
associated with properties under development or undergoing major
refurbishment are capitalized. The finance cost capitalized is
calculated using the Group’s weighted average cost of
borrowings after adjusting for borrowings associated with specific
developments. Where borrowings are associated with specific
developments, the amount capitalized is the gross interest incurred
on those borrowings less any investment income arising on their
temporary investment. Finance cost is capitalized from the
commencement of the development work until the date of practical
completion. The capitalization of finance costs is suspended if
there are prolonged periods when development activity is
interrupted. Finance cost is also capitalized on the purchase cost
of land or property acquired specifically for redevelopment in the
short term but only when activities necessary to prepare the asset
for redevelopment are in progress.
After
initial recognition, investment property is carried at fair value.
Investment property that is being redeveloped for continuing use as
investment property or for which the market has become less active
continues to be measured at fair value. Investment properties under
construction are measured at fair value if the fair value is
considered to be reliably determinable. On the other hand,
properties under construction for which the fair value cannot be
determined reliably, but for which the Group expects it to be
determinable when construction is completed, are measured at cost
less impairment until the fair value becomes reliably determinable
or construction is completed, whichever is earlier.
Fair
values are determined differently depending on the type of property
being measured.
Generally, for the
Operations center in Argentina, fair value of owner occupied
farmland, office buildings and land reserves is based on active
market prices, adjusted, if necessary, for differences in the
nature, location or condition of the specific asset. If this
information is not available, the Group uses alternative valuation
methods, such as recent prices on less active markets or discounted
cash flow projections.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
fair value of the Group’s portfolio of Shopping Malls is
based on discounted cash flow projections. This method of valuation
is commonly used in the shopping mall industry in the region where
the Group conducts its operations.
Fair
value of office building for the Operations center in Israel is
based on discounted cash flow projections.
As
required by CNV Ruling 576/10 of the, valuations are performed as
of the financial position date by accredited externals appraisers
who have recognized professional qualifications and have recent
experience in the location and category of the investment property
being valued. These valuations form the basis for the carrying
amounts in the Consolidated Financial Statements. The fair value of
investment property reflects, among other things, rental income
from current leases and other assumptions market participants would
make when pricing the property under current market
conditions.
Subsequent
expenditures are capitalized to the asset’s carrying amount
only when it is probable that future economic benefits associated
with the expenditure will flow to the Group and the cost of the
item can be measured reliably. All other repairs and maintenance
costs are expensed when incurred. When part of an investment
property is replaced, the carrying amount of the replaced part is
derecognized.
Changes
in fair values are recognized in the Statement of Income under the
line item “Net gain from changes in fair value of investment
properties”.
Asset
transfers, whether assets classified as investments properties are
reclassified under other items or vice-versa, may only be carried
out when there is a change of use evidenced by: a) commencement of
occupation of real property by the Group, where investment property
is transferred to property, plant and equipment; b) commencement of
development activities for sale purposes, where investment property
is transferred to property for sale; c) the end of Group
occupation, where it is transferred from Property, plant and
equipment to investment properties; or d) commencement of an
operating lease transactions with a third party, where properties
for sale are transferred to investment property. The value of the
transfer is the one that the property had at the time of the
transfer and subsequently is valued in accordance with the
accounting policy related to the item.
The
Group may sell its investment property when it considers they are
not core to its ongoing rental business activities. Investment
properties are derecognized when they are disposed of or when they
are permanently withdrawn from use and no future economic benefits
are expected to arise from their disposals. Where the Group
disposes of a property at fair value in an arm’s length
transaction, the carrying value immediately prior to the sale is
adjusted to the transaction price, and the adjustment is recorded
in the other comprehensive income statement in the line “Net
gain from fair value adjustment of investment
properties”.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
disposal of investment property are recognized when the significant
risks and rewards have been transferred to the buyer. As for
unconditional agreements, proceeds are recognized when legal title
to property passes to the buyer and the buyer intends to make the
respective payment therefor. In the case of conditional agreements,
the disposal is accounted for where such conditions have been met.
Where consideration receivable for the sale of the properties is
deferred, it is discounted to present value. The difference between
the discounted amount and the amount receivable is treated as
interest income and recognized over the period using the effective
interest method. Direct expenses related to the sale are recognized
in the line "other operating, net" in the Statement of Income at
the time they are incurred.
2.7.
Property,
plant and equipment
This
category primarily comprises land used for agricultural purposes,
buildings or portions of a building used for administrative and
corporate purposes, machines, computers, and other equipment, motor
vehicles, furniture, fixtures and fittings and improvements to the
Group’s corporate offices.
The
Group has also several hotel properties. Based on the respective
contractual arrangements with hotel managers and / or given their
direct operators nature, the Group considers it retains significant
exposure to the variations in the cash flows of the hotel
operations, and accordingly, hotels are treated as owner-occupied
properties and classified under “Property, plant and
equipment”.
All
property, plant and equipment (“PPE”) are stated at
acquisition cost less depreciation and accumulated impairment, if
any. The acquisition cost includes expenditure that is directly
attributable to the acquisition of the items. For properties under
development, capitalization of costs includes not only financial
costs, but also all costs directly attributable to works in
process, from commencement of construction until it is completed
and property is in conditions to start operating.
Subsequent costs
are included in the asset’s carrying amount or recognized as
a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured
reliably.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
These
costs may include the cost of improving or replacing parts that are
eligible for capitalization. The carrying amount of those parts
that are replaced is derecognized. Repairs and maintenance expenses
are charged to the Statements of Income during the year in which
they are incurred. Depreciation, based on a component approach, is
calculated using the straight-line method to allocate the cost over
the assets’ estimated useful lives. The remaining useful life
as of June 30, 2017 is as follows:
Buildings and
facilities
|
Between 5 and 50 years
|
Machinery and
equipment
|
Between 3 and 24 years
|
Communication
networks
|
Between 4 and 20 years
|
Others
|
Between 3 and 25 years
|
As of
each fiscal year-end, assets are reviewed for any sign of
impairment to its recoverable value, and/or residual useful life of
the assets. If there are any indicators of impairment, the
recoverable amount and/or the useful life of the impaired assets is
estimated, and then they are adjusted, if applicable. On the
balance sheet date, the residual useful life of assets is estimated
and adjusted, if necessary. An asset’s carrying amount is
written down immediately to its recoverable amount if its carrying
amount is greater than its estimated recoverable
amount.
Gains
from the sale of these assets are recognized when the significant
risks and rewards have transferred to the buyer. This will normally
take place on unconditional exchange, generally when legal title
passes to the buyer and it is probable that the buyer will pay. For
conditional exchanges, sales are recognized when these conditions
are satisfied.
Gains
and losses on disposals are determined by comparing the proceeds,
with the carrying amount. Gains and losses from the disposal of
farmlands are disclosed within “Gains from disposal of
farmlands” in the Statements of Income. All other gains and
losses from the disposal of property, plant and equipment items are
recognized within “Other operating results, net” in the
Statement of Comprehensive Income.
Leases
are classified at their inception as either operating or finance
leases based on the economic substance of the
agreement.
A Group company is the lessor:
Properties leased
out to tenants under operating leases are included in
“Investment properties” in the Statement of Financial
Position. See Note 2.23 for the recognition of rental income. The
Group does not have any assets leased out under finance
leases.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
A Group company is the lessee:
The
Group has entered into some operating lease agreements, mainly
related to farming activities. By virtue of these contracts, the
Group leases land open for agricultural exploitation during the
harvest year. The lease price is generally set at a fixed amount in
dollars or at a certain number of quintals of soybeans (or
equivalent measurement unit) during the entire lease term. Lease
payments can be made in installments or in advance at the beginning
of the lease. The lease costs are recognized in the Statements of
Income in relation to the degree of ripeness of the harvest since
the Group considers that this systematic base is more
representative of the time pattern of the leases’
benefits.
Additionally, the
Group acts as a lessee in other operating leases, mainly related to
agricultural business. Payments, including prepayments, made under
operating leases (net of any incentives received from the lessor)
are charged to the Statement of Income on a straight-line basis
over the period of the lease.
The
Group acquires certain specific assets (especially machinery and
computer equipment) under finance leases. Finance leases are
capitalized at the commencement of the lease at the lower of the
fair value of the property and the present value of the minimum
lease payments. Capitalized lease assets are depreciated over the
shorter of the estimated useful life of the assets and the lease
term. The finance charges will be charged to the Statements of
Income over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for each
period. Liabilities corresponding, to leases, measured at
discounted value, are included in current and non-current
borrowings.
Operating leases
where the Group acts as lessee mainly include offices.
Goodwill represents
future economic benefits arising from assets that are not capable
of being individually identified and separately recognized by the
Group on an acquisition. Goodwill is initially measured as the
difference between the fair value of the consideration transferred,
plus the amount of non-controlling interest in the acquisition and,
in business combinations achieved in stages, the acquisition-date
fair value of the previously held equity interest in the
acquisition; and the net fair value of the identifiable assets and
liabilities assumed on the acquisition date.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Goodwill is not
amortized but tested for impairment at each fiscal year-end, or
more frequently if there is an indication of
impairment.
For the
purpose of impairment testing, assets are grouped at the lowest
levels for which there are separately identifiable cash flows,
known as cash-generating units (“CGU”). In order to
determine whether any impairment loss should be recognized, the
book value of CGU or CGU groups of is compared against its
recoverable value. Net book value of CGU and group of CGUs include
goodwill and assets with limited useful life (such as, investment
properties, property, plant and equipment, intangible assets and
working capital).
If the
recoverable amount of the CGU is less than the carrying amount of
the unit, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro rata on the basis of the carrying
amount of each asset in the unit. Impairment losses recognized for
goodwill are not reversed in a subsequent period.
The
recoverable amount of a CGU is the higher of the fair value less
costs-to-sell and the value-in-use. The fair value is the amount at
which a CGU may be sold in a current transaction between unrelated,
willing and duly informed parties. Value-in-use is the present
value of all estimated future cash flows expected to be derived
from CGU or CGU groups.
Acquired computer
software licenses are capitalized on the basis of the costs
incurred to acquire and bring to use the specific software. These
costs are amortized over their estimated useful lives of three
years. Costs associated with maintaining computer software programs
are recognized as an expense as incurred.
(c)
Branding and client relationships
This
relates to the fair value of brands and client relationships
arising at the time of the business combination with IDBD. They are
subsequently valued at cost, less the accumulated amortization or
impairment. Client relationships have a twelve year useful life,
while one of the brands have an indefinite useful life and the
other ten year useful life.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
(d)
Right to receive future units under barter agreements
The
Group also enters into barter transactions where the Group normally
exchanges undeveloped parcels of land with third-party developers
for future property to be constructed on the bartered land. The
Group generally receives monetary assets as part of the
transactions and/or a right to receive future units to be
constructed by developers. Such rights are initially recognized at
cost (which is the fair value of the land assigned) and such rights
are not adjusted later, unless there is any sign of
impairment.
At the
date of each Statement of Financial Position, the Group reviews the
carrying amounts of its intangible assets to determine whether
there is any indicator that those assets have suffered an
impairment loss. If any such indicator exists, the recoverable
amount of the asset is estimated in order to determine the extent,
if any, of the impairment loss.
Trading
properties comprises those properties either intended for sale or
in the process of construction for subsequent sale. Trading
properties are carried at the lower of cost and net realizable
value. Where there is a change in use of investment properties
evidenced by the commencement of development with a view to sale,
the properties are reclassified as trading properties at cost,
which is the carrying value at the date of change in use. They are
subsequently carried at the lower of cost and net realizable value.
Cost comprises all costs of purchase, costs of conversion and other
costs incurred in bringing the trading properties to their present
location and condition.
Inventories include
assets held for sale in the ordinary course of the Group’s
business activities, assets in production or construction process
for sale purposes, and materials, supplies or other assets held for
consumption in the process of producing sales and/or
services.
Supplies used in
the Group's farming activities comprise fertilizers, agrochemicals,
vaccines, seeds, feed for livestock and other items. Harvested
agricultural produce comprise harvested crops, and raw
meat.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
For the
Group’s operations in Argentina and Brazil, harvested crops
are perpetually measured at net realizable value until the point of
sale because there is an active market in the produce, there is a
negligible risk that the produce will not be sold and there is a
well-established practice in the industry carrying the inventories
at net realizable value. Changes in net realizable value are
recognized in the Statements of Income in the year in which they
arise under the line item “Changes in net realizable value of
agricultural produce after harvest”.
Net
realizable value is the estimated selling price in the ordinary
course of business less selling expenses. It is determined on an
ongoing basis, taking into account the product type and aging,
based on the accumulated prior experience with the useful life of
the product. The Group periodically reviews the inventory and its
aging and books an allowance for impairment, as
necessary.
The
cost of consumable supplies, materials and other assets is
determined using the weighted average cost method, the cost of
inventories of mobile phones, related accessories and spare parts
is priced under the moving average method, and the cost of the
remaining inventories is priced under the first in, first out
(FIFO) method.
Cost
comprises all costs of purchase, costs of conversion and other
costs incurred in bringing the inventories to their present
location and condition. Inventories are recorded at the cash cost
and the difference between that and the actual amount paid is
treated as finance cost.
Inventories are
measured at the lower of cost or net realizable value.
2.12.
Biological
assets and agriculture produce at the point of harvest
Biological assets
comprise unharvested crops (mainly corn, wheat, soybeans and
sunflower), sugarcane, livestock (breeding and dairy cattle and
cattle held for sale or meat production) and other less significant
biological assets such as sheep and tree plantations.
The
Group distinguishes between consumable and bearer biological
assets. Consumable biological assets are those assets that may be
harvested as agricultural produce or sold as biological assets, for
example livestock intended for the production of meat and/or
livestock held for sale. Bearer biological assets are those assets
capable of producing more than one harvest, for example sugarcane,
dairy cattle and breeding cattle. Consumable biological assets are
generally classified as current while bearer biological assets are
generally classified as non-current.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Expenses relating
to the agricultural activity include items as planting, harvesting,
irrigation, agrochemicals, fertilizers, veterinary services and
others. The Group elected to expense all such costs when incurred
and includes them as “Cost of agriculture production”
within Costs in the Statements of Income (Note 28). Therefore,
“Cost of agriculture production” represents the costs
expensed whilst the biological assets are growing.
The
line item “Cost of sales of biological assets and
agricultural produce” within “Costs” in the
Statements of Income represents the recognition as an expense of
agricultural produce held in inventory, valued at either cost or
net realizable value, as applicable (Note 2.11), or biological
assets valued at fair value less costs to sell.
The
fair value of a biological asset in its present location and
condition is determined based on either the present value of
expected net cash flows from the biological asset discounted at a
current market-determined pre-tax rate or the current quoted market
price in the most relevant market.
Biological assets
are measured at fair value less costs to sell on initial
recognition and at each Statement of Financial Position date,
except where fair value cannot be reliably measured. Cost
approximates fair value when little or no biological transformation
has taken place since the costs were originally incurred or the
impact of biological transformation on price is not expected to be
material. Costs to sell include all incremental costs directly
attributable to the sale of the biological assets, excluding
finance costs and income taxes.
The
gain or loss arising from initial recognition of a) agricultural
produce and b) biological assets at fair value less costs to sell
and from a change in fair value less costs to sell of a biological
asset is recognized in profit or loss in the year in which they are
incurred within the line item “Initial recognition and
changes in fair value of biological assets and agricultural produce
at the point of harvest”.
2.13.
Financial
instruments
The
Group classifies its financial assets in the following categories:
those to be measured subsequently at fair value, and those to be
measured at amortized cost. This classification depends on whether
the financial asset is a debt or an equity investment.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Debt investments
A debt
investment is classified as “amortized cost” only if
both of the following criteria are met: (i) the objective of the
Group’s business model is to hold the asset to collect the
contractual cash flows; and (ii) the contractual terms give rise on
specified dates to cash flows that are solely payments of principal
and interest on the principal outstanding. The nature of any
derivatives embedded in the debt investment are considered in
determining whether the cash flows of the investment are solely
payment of principal and interest on the principal outstanding and
are not accounted for separately.
If
either of the two criteria mentioned in the previous paragraph is
not met, the debt instrument is classified as “fair value
through profit or loss”. The Group has not designated any
debt investment as measured at fair value through profit or loss to
eliminate or significantly reduce an accounting mismatch. Changes
in fair values and gains from disposal of financial assets at fair
value through profit or loss are recorded within “Financial
results, net” in the Statements of Income.
Equity investments
All
equity investments, which are not subsidiaries, associate companies
and joint venture of the Group, are measured at fair value. Equity
investments that are held for trading are measured at fair value
through profit or loss. For all other equity investments, the Group
can make an irrevocable election at initial recognition to
recognize changes in fair value through other comprehensive income
rather than profit or loss. The Group decided to recognize changes
in the fair value of equity investments through changes in profit
or loss.
At
initial recognition, the Group measures a financial asset at its
fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at fair value though profit or
loss are expensed in the Statement of Income.
In
general, the Group uses the transaction price method to determine
ascertain the fair value of a financial instrument upon initial
recognition. In the other cases, the Group merely records a gain or
a loss upon initial recognition only if the fair value of the
instrument is supported by other comparable and observable current
market transactions in the same instrument or from other available
observable market data. Any gain or loss not recognized upon
initial recognition of a financial asset are recognized later, only
to the extent that there are changes in the factors (including
time) that market participants would consider at the time of
agreeing upon a price.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
A gain
or loss on a debt instruments that is subsequently measured at
amortized cost and is not identified for hedging purposes are
charged to income where the financial assets are derecognized or
impaired and through the amortization process under the effective
interest rate method. The Group is required to reclassify all
affected debt investments when and only when its business model for
managing those assets changes.
The
Group assesses at the end of each reporting period whether there is
objective evidence that a financial asset or group of financial
assets measured at amortized cost is impaired. A financial asset or
a group of financial assets is impaired and impairment losses are
incurred only if there is objective evidence of impairment as a
result of one or more events that occurred after the initial
recognition of the asset and that impairment can be reliably
estimated. The amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of
estimated future cash flows (excluding future credit losses that
have not been incurred) discounted at the financial asset’s
original effective interest rate.
Financial assets
and liabilities are offset, and the net amount reported in the
statement of financial position, when there is a legally
enforceable right to offset the recognized amounts and there is an
intention to settle on a net basis, or realize the asset and settle
the liability simultaneously.
2.14.
Derivative
financial instruments and hedging activities and
options
Derivative
financial instruments are initially recognized at fair value on the
date a derivative contract is entered into and are subsequently
re-measured at their fair value. The method of recognizing the
resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the
item being hedged.
The
Group manages exposures to various risks using hedging instruments
that provide the appropriate economic outcome. The Group does not
use derivative financial instruments for speculative purposes. To
date, the Group has used future contracts, commodities put and call
options, foreign currency future and forward contracts and interest
rate swaps as deemed appropriate.
The
Group’s policy is to apply hedge accounting where it is both
permissible under IFRS 9, practical to do so and its application
reduces volatility. but transactions that may be effective hedges
in economic terms may not always qualify for hedge accounting under
IFRS 9. Trading derivatives are classified as a current asset or
liability on the Statement of Financial Position. Gains and losses
on derivatives are classified according to their nature. Gains and
losses on commodity derivatives are classified within the line item
“Other operating income, net”. Gain and losses on all
other derivatives are classified in the Statements of Income where
the results of the items covered are recognized.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
fair values of financial instruments that are traded in active
markets are computed by reference to market prices. The fair value
of financial instruments that are not traded in an active market is
determined by using valuation techniques. The Group uses its
judgment to select a variety of methods and make assumptions that
are mainly based on market conditions existing at the end as each
reporting period.
The
stock call options involving shares of subsidiaries agreed at a
fixed price are accounted for under shareholders’
equity.
2.15.
Groups
of assets and liabilities held for sale
Groups
of assets and liabilities are classified as held for sale when the
Group is expected to recover their value by means of a sale
transaction (rather than through use) and where such sale is highly
probable. Groups of assets and liabilities held for sale are valued
at the lower of their net book value and fair value less selling
costs.
2.16.
Trade
and other receivables
Trade
receivables are recognized initially at fair value and subsequently
measured at amortized cost using the effective interest
method.
An
allowance for doubtful accounts is recorded where there is
objective evidence that the Group may not be able to collect all
receivables within their original payment term. Indicators of
doubtful accounts include significant financial distress of the
debtor, the debtor potentially filing a petition for reorganization
or bankruptcy, or any event of default or past due
account.
In the
case of larger non homogeneous receivables, the impairment
provision is calculated on an individual basis.
The
Group collectively evaluates smaller-balance homogeneous
receivables for impairment. For that purpose, they are grouped on
the basis of similar risk characteristics, and account asset type,
collateral type, past-due status and other relevant factors are
taken into account.
The
amount of the allowance is the difference between the asset’s
carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate. The
carrying amount of the asset is reduced through the use of a
separate account, and the amount of the loss is recognized in the
Statements of Income within “Selling expenses”.
Subsequent recoveries of amounts previously written off are
credited against “Selling expenses” in the Statements
of Income.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
2.17.
Trade
and other payables
Trade
payables are initially recognized at fair value and subsequently
measured at amortized cost using the effective interest
method.
Borrowings are
recognized initially at fair value, net of costs incurred in the
transaction. Borrowings are subsequently stated at amortized cost.
Any difference between the proceeds (net of transaction costs) and
the redemption value is recognized as finance cost over the period
of the borrowings using the effective interest method.
Provisions are
recognized when (i) the Group has a present legal or constructive
obligation as a result of past events; (ii) it is probable that an
outflow of resources will be required to settle the obligation; and
(iii) a reliable estimate of the amount of the obligation can be
made. Provisions are not recognized for future operating
losses.
The
Group bases its accruals on up-to-date developments, estimates of
the outcomes of the matters and legal counsel experience in
contesting, litigating and settling matters. As the scope of the
liabilities becomes better defined or more information is
available, the Group may be required to change its estimates of
future costs, which could have a material adverse effect on its
results of operations and financial condition or
liquidity.
Provisions are
measured at the present value of the expenditures expected to be
required to settle the obligation using a pre-tax rate that
reflects current market assessments of the time value of money and
the risks specific to the obligation. The increase in the provision
due to passage of time is recognized as finance cost.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Onerous
contracts
A
provision for onerous contracts is recognized when the expected
benefits are lower than the costs of complying with contract
obligations. The provision is measured at the present value of the
lower of expected cost of terminating the contract and the net
expected cost of continuing the contract. Before recognizing a
provision, the Group recognizes the impairment of the assets
related to the mentioned contract.
(a)
Defined contribution plans
The
Group operates a defined contribution plan which is a pension plan
under which the Group pays fixed contributions into a separate
entity. The Group has no legal or constructive obligations to pay
further contributions if the fund does not hold sufficient assets
to pay all employees the benefits relating to employee service in
the current year or prior periods. The contributions are recognized
as employee benefit expenses in the Statements of Income in the
fiscal year they are due.
Termination
benefits are payable when employment is terminated by the Group
before the normal retirement date, or whenever an employee accepts
voluntary redundancy in exchange for these benefits. The Group
recognizes termination benefits when it is demonstrably committed
to either terminating the employment of current employees according
to a detailed formal plan without possibility of withdrawal; or
providing termination benefits as a result of an offer made to
encourage voluntary redundancy.
The
Group recognizes a liability and an expense for bonuses based on a
formula that takes into consideration the profit attributable to
the Company’s shareholders after certain adjustments. The
Group recognizes a provision where it is contractually obliged or
where there is a past practice that has created a constructive
obligation.
(d)
Defined benefit plans
The
Group’s net obligation concerning defined benefit plans are
calculated on an individual basis for each plan, estimating the
future benefits employees have gained in exchange for their
services in the current and prior periods. The benefit is disclosed
at its present value, net of the fair value of the plan assets.
Calculations are made on an annual basis by a qualified
actuary.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
fair value of the equity settled awards is measured at the date of
grant. The Group measures the fair value using the valuation
technique that it considers to be the most appropriate to value
each class of award. Methods used may include Black-Scholes
calculations or other models as appropriate. The valuations take
into account factors such as non-transferability, exercise
restrictions and behavioral considerations.
The
fair value of the share-based payment is expensed and charged to
income under the straight-line method over the vesting period in
which the right to the equity instrument becomes irrevocable
(“vesting period”); such value is based on the best
available estimate of the number of equity instruments expected to
vest. Such estimate is revised if subsequent information available
indicating that the number of equity instruments expected to vest
differs from original estimates.
(a)
Other
long-term benefits
The net
obligation of IDBD and its subsidiaries concerning employee
long-term benefits, other than retirement plans, is the amount of
the future benefits employees have gained in exchange for their
services in the current and prior periods. These benefits are
discounted at their present values
2.21.
Current
income tax, deferred income tax and minimum presumed income
tax
Tax
expense for the year comprises the charge for tax currently payable
and deferred income. Income tax is recognized in the Statements of
Income, except to the extent that it relates to items recognized in
other comprehensive income or directly in equity, in which case,
the tax is also recognized in other comprehensive income or
directly in equity, respectively.
Current
income tax charge is calculated on the basis of the tax laws
enacted or substantially enacted at the date of the Statement of
Financial Position in the countries where the Company and its
subsidiaries operate and generate taxable income. The Group
periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to
interpretation. The Group establishes provisions where appropriate
on the basis of amounts expected to be paid to the tax
authorities.
Deferred income tax
is recognized, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the Consolidated Financial Statements. However,
deferred tax liabilities are not recognized if they arise from the
initial recognition of goodwill; deferred income tax is not
accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that
at the time of the transaction affects neither accounting nor
taxable profit or loss.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Deferred income tax
is determined using tax rates (and laws) that have been enacted or
substantively enacted by the closing date of the Consolidated
Financial Statements and are expected to apply when the related
deferred income tax asset is realized or the deferred income tax
liability is settled.
Deferred income tax
assets are recognized only to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilized.
Deferred income tax
is provided on temporary differences arising on investments in
subsidiaries, joint ventures and associates, except for deferred
income tax liabilities where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the
temporary difference will not reverse in the foreseeable
future.
Deferred income tax
assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities and when the deferred income taxes assets and
liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
The
Group is able to control the timing of dividends from its
subsidiaries and hence does not expect taxable profit. Hence
deferred tax is recognized in respect of the retained earnings of
overseas subsidiaries only if at the closing date of the
Consolidated Statement of Financial Position, dividends have been
accrued as receivable or a binding agreement to distribute past
earnings in future has been entered into by the subsidiary or else,
there are sale plans in the foreseeable.
Entities in
Argentina are subject to the Minimum Presumed Income Tax. Pursuant
to this tax regime, an entity is required to pay the greater of the
income tax or the MPIT. The MPIT provision is calculated on an
individual entity basis at the statutory asset tax rate of 1% and
is based upon the taxable assets of each company as of the end of
the year, as defined by Argentine law. Any excess of the MPIT over
the income tax may be carried forward and recognized as a tax
credit against future income taxes payable over a 10-year period.
When the Group assesses that it is probable that it will use the
MPIT payment against future taxable income tax charges, the Group
recognizes the MPIT as a current or non-current receivable, as
applicable, within “Trade and other receivables” in the
Statement of Financial Position.
2.22.
Cash
and cash equivalents
Cash,
cash and cash equivalents include cash in hand, deposits held at
call with banks, and other short-term highly liquid investments
with original maturities of three months or less. Bank overdrafts
are not included.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
2.23.
Revenue
recognition
Group's
revenue is measured at the fair value of the consideration received
or receivable.
Revenue
derived from the sale of goods is recognized when: (a) material
risks and benefits derived from title to property have been
transferred; (b) the Company does not retain any management
function on the assets sold nor does it have any control whatsoever
on such assets; (c) the amount of revenues and costs associated to
the transaction may be measured on a reliable basis; and (d) the
company is expected to accrue the economic benefits associated to
the transaction.
Revenue
derived from the provision of services is recognized when (a) the
amount of revenue and costs associated to the services may be
measured on a reliable basis; (b) the Company is expected to accrue
the economic benefits associated to the transaction, and (c) the
level of completion of services may be measured on a reliable
basis.
Agricultural activities:
Revenue
from Group’s agricultural activities comes primarily from
sales of agricultural produce and biological assets, from provision
of services related to the activity and from leases from
farmlands.
The
Group recognizes revenue on product sales when the agricultural
produce or biological assets are delivered and the customers take
ownership and assume risk of loss, which is when the products are
received by the customer at its or a designated location or
collected directly by the customer from the cultivation bases,
collection of the relevant receivable is probable and the selling
price is fixed or determinable. Net sales of products represent the
invoiced value of goods, net of trade discounts and allowances, if
any.
The
Group also provides agricultural-related (including but not limited
to watering and feedlot services) and brokerage services to third
parties. Revenue from services is recognized as services are
rendered.
The
Group also leases land to third parties under operating lease
agreements. Lease income is recognized on a straight-line basis
over the period of the lease.
Investment property activities:
● Rental
and services - Shopping malls portfolio
Revenues derived
from business activities developed in the Group’s Shopping
malls mainly include rental income under operating leases,
admission rights, commissions and revenue from several
complementary services provided to the Group’s
lessees.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
Rental
income from shopping mall, admission rights and commissions are
recognized in the Statements of Income on a straight-line basis
over the term of the leases. When lease incentives are granted,
they are recognized as an integral part of the net consideration
for the use of the property and are therefore recognized on the
same straight-line basis.
Contingent rents,
being lease payments that are not fixed at the inception of a
lease, are recorded as income in the periods in which they are
known and can be determined. Rent reviews are recognized when such
reviews have been agreed with tenants.
The
Group´s lease contracts also provide that common area
maintenance charges and collective promotion funds of the
Group’s Shopping malls are borne by the corresponding
lessees, generally on a proportionally basis. These common area
maintenance charges include all such expenses convenient and
necessary for various purposes including, but not limited to, the
operation, maintenance, management, safety, preservation, repair,
supervision, insurance and enhancement of the Shopping malls. The
lessor is responsible for determining the need and suitability of
incurring a common area expense. The Group makes the original
payment for such expenses, which are then reimbursed by the
lessees. The Group considers that it acts as a principal in these
cases Service charge income is presented, separately from property
operating expenses. Property operating expenses are expensed as
incurred.
● Rental
and services - Offices and other rental properties
Rental
income from offices and other rental properties include rental
income from office leased out under operating leases, income for
services and expenses recovery paid by tenant.
Rental
income from offices and other rental properties is recognized in
the Statements of Income on a straight-line basis over the term of
the leases. When lease incentives are granted, they are recognized
as an integral part of the net consideration for the use of the
property and are therefore recognized on the same straight-line
basis.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
A
substantial portion of the Group’s leases require the tenant
to reimburse the Group for a substantial portion of operating
expenses, usually a proportionate share of the allocable operating
expenses. Such property operating expenses includes necessary
expenses such as property operating, repairs and maintenance,
security, janitorial, insurance, landscaping, leased properties and
other administrative expenses, among others. The Group manages its
own rental properties. The Group makes the original payment for
these expenses, which are then reimbursed by the lessees. The Group
considers that it acts as a principal in these cases. The Group
accrues reimbursements from tenants as service charge revenue in
the period the applicable expenditures are incurred and is
presented separately from property operating expenses. Property
operating expenses are expensed as incurred.
● Revenue
from supermarkets
Revenue
from the sale of goods in the ordinary course of business are
recognized at the fair value of the consideration collected or
receivable, net of returns and discounts. When the credit term is
short and financing is that typical in the industry, consideration
is not discounted. When the credit term is longer than the
industry’s average, in accounting for the consideration, the
Group discounts it to its net present value by using the
client’s risk premium or the market rate. The difference
between the fair value and the nominal amount is accounted for
under financial income. If discounts are granted and their amount
can be measured reliably, the discount is recognized as a reduction
of revenue.
Generally, the
Group recognizes revenue upon delivery of goods to the client. In
international sales, revenue is recognized upon loading goods with
the forwarder. Where two or more products are sold under one single
contract, the Group separates each component and gives them a
separate accounting treatment. The attribution of value to each
component is based on the relative fair value of each unit. Should
the fair value not be measurable on a reliable basis, then revenue
is attributed based on the difference arising between the total
amount of the executed contract and the fair value of the goods
delivered.
As
regards client loyalty programs, the fair value of the
consideration received or receivable in relation to the initial
sale is allocated across the rewards credits and the other
components of the sale. The amount allocated to rewards credits is
estimated based on the market value of the goods to be delivered.
The fair value of the right to purchase products at a discount is
calculated considering the expected exchange ratio and the expected
terms. Such amount is deferred and revenue is recognized only where
rewards credits are exchanged and the Group has complied with its
obligation to provide the products at a discount, or else when such
reward credits have expired. The amount of revenue recognized under
such circumstances is based on the number of reward credits that
have been exchanged for products with discounts, in relation to the
total number of reward credits expected to be exchanged. Deferred
revenue is then reversed when reward credits are no longer likely
to be exchanged.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
In
addition, when the Group acts as agent and not as main supplier in
a transaction, revenue is recognized at the net amount of
commissions. Revenue from commissions is recognized based on
transactions conducted by credit card companies at the rate and on
the date they are credited. Revenue from credit margins of credit
cards is recognized on the date the client is bound to pay and
revenue for subscription fees is recognized on a monthly
basis.
● Revenue
from communication services and sale of communication
equipment
Revenue
derived from the use of communication networks by the Group,
including mobile phones, Internet services, international calls,
fixed line calls, interconnection rates and roaming service rates,
are recognized when the service is provided, proportionally to the
extent the transaction has been realized, and provided all other
criteria have been met for revenue recognition.
Revenue
from the sale of mobile phone cards are initially recognized as
deferred revenue and then recognized as revenue as they are used or
upon expiration, whichever takes place earlier.
A
transaction involving the sale of equipment to a final user
normally also involves a service sale transaction. In general, this
type of sale is performed without a contractual obligation by the
client to consume telephone services for a minimum amount over a
predetermined period. As a result, the Group records the sale of
equipment separately and recognizes revenue pursuant to the
transaction value upon delivery of the equipment to the client.
Revenue from telephone services are recognized and accounted for as
they are provided. When the client is bound to make a minimum
consumption of services during a predefined period, the contract
formalizes a transaction of several elements and, therefore,
revenue from the sale of equipment is recorded at an amount that
should not exceed its fair value, and is recognized upon delivery
of the equipment to the client and provided the criteria for
recognition are met. The Group ascertains the fair value of
individual elements, based on the price at which it is normally
sold, after taking into account the relevant
discounts.
Revenue
derived from long-term contracts is recognized at the present value
of future cash flows, discounted at market rates prevailing on the
transaction date. Any difference between the original credit and
its net present value is accounted for as interest income over the
credit term.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
The
cost of sales of supermarkets, includes the acquisition costs for
the products minus discounts granted by suppliers, as well as all
expenses associated with storing and handling inventories. It also
includes operational and management costs for Shopping malls held
by the Group as part of its real estate investments.
The
Group’s cost of sales in relation to the supply of
communication services mainly includes the costs to purchase
equipment, salaries and related expenses, service costs, royalties,
ongoing license dues, interconnection and roaming expenses, cell
tower lease costs, depreciation and amortization expenses and
maintenance expenses directly related to the services
provided.
Ordinary shares are
classified as equity. Incremental costs directly attributable to
the issue of new ordinary shares or options are shown in equity as
a deduction, net of tax, from the proceeds from this
issuance.
When
any Group´s subsidiary purchases the Company’s equity
share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs (net of income taxes)
is deducted from equity attributable to the Company’s equity
holders until the shares are cancelled or reissued. Where such
ordinary shares are subsequently reissued, any consideration
received, net of any directly attributable incremental transaction
costs and related income tax effects, is included in
equity.
Instruments issued
by the Group that will be settled by the Company delivering a fixed
number of its own equity instruments in exchange for a fixed amount
of cash or another financial asset are classified as
equity.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
2.26.
Comparability
of information
As
required by IFRS 3, the information of IDBD is included in the
Consolidated Financial Statements as from date of the Group gain
effective control, that is from October 11, 2015 and the prior
periods were not modified by this situation. Therefore, the
consolidated financial information for periods after the
acquisition is not comparable with prior periods. Additionally,
results for the fiscal year ended June 30, 2017 includes 12 full
months of result form IDBD, for the period beginning April
1st, 2016
through March 31, 2017, while results for the fiscal year ended
June 30, 2016 include the income posted by such subsidiary for the
period beginning October 11, 2015 through March 31, 2016; both
adjusted for significant transactions that took place between April
1st, and
June 30, 2016 and 2017, such as change in fair value of financial
instruments, issuance of debentures, sale of significant assets,
transactions with non-controlling shareholders, and any other
significant transaction. Hence, the result for the reported periods
are not comparable.
Furthermore, during
the fiscal year ended as of June 30, 2017 and June 30, 2016, the
Argentine Peso devalued against the US Dollar and other currencies
that accounted for approximately 11% and 65%,
which has an impact in comparative information presented in the
Financial Statements, due mainly to the currency exposure of our
income and costs from the "offices and other properties" segment,
and our assets and liabilities in foreign currency.
Certain
items from prior fiscal years have been reclassified for
consistency purposes. The loans granted to associates and joint
ventures, with features of long-term investments, are considered
part of the investment in such associates and joint ventures; as a
result, financial income derived from those loans have been
reclassified to present them net, with the share of profit of
associates and joint ventures in the amount of Ps. 161. The group
considers that is more accurate and provides more relevant
information to users of Financial Statements.
2.27.
Irrevocable
right of use of the capacity of underground communication
lines
Transactions
carried out to acquire an irrevocable right of use of the capacity
of underground communication lines are accounted for as service
contracts. The amount paid for the rights of use of the
communication lines is recognized as “Prepaid expenses”
under trade and other receivables, and is amortized over a
straight-line basis during the period set forth in the contract
(including the option term), which is the estimated useful life of
such capacity.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
2.
Summary of significant accounting
policies (Continued)
2.28.
Out-of-period
adjustments
During
the fiscal year ended June 30, 2017, the Group reclassified Ps. 31
into intangible assets, Ps. 224 into investment property, Ps. 59
into deferred tax liabilities and Ps. 133 into non-controlling
interests, with modifications to such items by those amounts for
the previous fiscal year. These
reclassifications were not material to the Financial Statements
previously issued, and are not material to these Consolidated
Financial Statements, either individually or as a
whole.
3.
Acquisitions
and disposals
Agricultural
business
A.
Sale
and purchase of Farmlands
Cuatro vientos
On June
30, 2017, Yatay Agropecuaria S.A. sold to an unrelated third party
the establishment “Cuatro Vientos”, which includes
2,658 hectares devoted to sugarcane and agricultural activity,
located in the Department of Santa Cruz in Bolivia.
The
transaction totaled US$ 14.23 (US$/ha. 5,280) (equal to Ps. 222);
to date, US$ 7.42 have already been paid, with the remaining
balance of US$ 6.85 being secured by a first lien mortgage. The
outstanding balance becomes payable on December 28, 2017 together
with the discharge of mortgage.
During
the year 2017 the Group recognized a gain of US$ 4.5 (equivalents
to Ps. 76.2) as result of this transaction.
Finca Mendoza
On June
8, 2017, Cresud and Zander Express S.A. (co-owners with 40% and 60%
interests, respectively) executed a conveyance deed with Simplot
Argentina S.R.L. for the sale of 262 hectares of the plot of land
located on National Route 7 of the city of Luján de Cuyo,
Province of Mendoza. The total price is US$ 2.2, which were fully
paid upon execution of the deed. The Group has recognized gains of
Ps. 11.8 as result of this transaction.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
Jatobá
In June
2017, Brasilagro sold 625 hectares of the property Jatobá
located in Jaborandi, Bahía. The transaction price was fixed
at 300 bags of soy per hectare or Rs. 10.1 (equal to Ps. 41); so
far, Rs. 877 have already been paid, with the outstanding balance
being payable in 5 annual installments starting in July 2017. The
Group has recognized gains of Ps. 32.1 as result of this
transaction.
Araucária
In May
2017, Brasilagro sold part of the establishment Araucária, a
farmland located in the municipality of Mineiros. The agreement
sets forth the sale of 1,360 hectares, of which 918 are developed
and productive hectares. The sale price was fixed at 280 bags of
soy per hectare or Rs. 17 (equal to Ps. 67). So far, 35% of the
transaction price has been paid during the year, with the remaining
balance being payable in five annual installments. The Group has
recognized gains of Ps. 37.4 as result of this
transaction.
In
March 2017, Brasilagro sold part of the establishment
Araucária. The agreement sets forth the sale of 274 hectares,
of which 196 are developed and productive hectares. The sale price
amounts to 1,000 bags of soybeans per hectare, or Rs. 13.2
(equivalents to Ps. 48), of which so far 39,254 bags of soybeans
have been collected, equivalent to Rs. 2.4; and the balance will be
paid in four annual installments. The Group has recognized gains of
Ps. 29.9 as result of this transaction.
El Invierno and La Esperanza
On July
5, 2016, Cresud has sold the field “El Invierno” and
“La Esperanza” of 2,615 hectares of agricultural
activity located in “Rancul”, province of La Pampa. The
total amount of the transaction was fixed at US$ 6, US$ 5 of which
have been paid while the remaining balance of US$ 1 – secured
by a mortgage on the property – will be paid in five equal,
consecutive, annual installments, with the last being due in August
2021. The Group has recognized gains of Ps. 71.6 as result of this
transaction.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
São José
In
February 2017, Brasilagro entered into a sale and sharecropping
agreement for a farmland property located in the municipality of
São Raimundo das Mangabeiras, in the state of Maranhão.
The sale agreement consists in the acquisition of 17,566 hectares,
of which 10,000 are developed and productive lands that will be
devoted to farming. The remaining 7,566 hectares consist of
permanent conservation and legal reservation areas. The purchase
price is Rs. 100, which will be paid in full upon fulfillment of
certain prior conditions by sellers. The sharecropping consists of
15,000 hectares of cultivable and developed land, already planted
mostly with sugar cane. The agreement is valid for 15 years and
renewable for another 15-years.
Cremaq
On June
10, 2015, Brasilagro sold the remaining area of 27,745 hectares of
Cremaq field, an establishment, located in the municipality of
Baixa Grande do Ribeiro (Piaui). The transaction price was Rs. 270
(equivalents to Ps. 694), which has already been fully cashed.
During the year 2015, the Group recognized a profit of Ps. 525.9 as
result of this transaction.
Due to
a contractual condition not yet fulfilled on the transaction date,
related to obtaining a license for deforestation of an additional
area, part of such proceeds had not been accounted for yet. In
March 2017, the Company complied with such condition and recognized
a gain of Ps. 21.
La Fon Fon II
On
October 17, 2013, Yuchán signed a purchase-sale agreement
involving a sale subject to retention of title involving 1,643
hectares of "La Fon Fon II" for an overall amount of US$ 7.21
(equivalents to Ps. 59). As of the balance sheet date, the amount
of US$ 7.1 has been collected, and the remaining balance amounts to
US$ 0.12 that will be cancelled in 2 installments, starting in
December this year, and concluding in December 2017. Under the
contract, the conveyance will be recorded with the Registry once
the price has been fully paid off. On June 24, 2015, possession was
granted by Yuchán. During the year 2015 the Group recognized a
gain of US$ 2.7 (equivalents to Ps. 24.6) as result of this
transaction.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
On
October 5, 2016, Brasilagro and Carlos Casado entered into an
agreement whereby they agreed to offer for sale, for a term of 120
days, all of the real property owned by Cresca at a price of at
least US$ 120 or else 100% of the outstanding shares of Cresca or
divide Cresca’s properties. In the absence of tender offers
to buy shares and/or real property, the shareholders Carlos Casado
S.A. and Brasilagro started a corporate reorganization and split-up
of assets. In this context, in December 2016, they entered into
several agreements that provided for the conditions that would
govern the transfer of personnel, movable property, real property
and the spin-off conditions. The parties also entered into a loan
agreement with the Palmeiras company, whereby they granted the
latter possession over the real property. On June 8, 2017, the
Shareholders’ Meeting resolved the spin-off and amendment of
corporate bylaws, thus continuing with the spinoff
process.
As of
the balance sheet date, we have published edicts and the term
established by law for objections is already running. The
shareholders have agreed on the method deemed to be fairest to
balance their corresponding contributions and receivables, in order
to distribute the benefits as agreed.
Urban
properties and investments business
Operations
Center in Argentina
A. Acquisition
of equity interest in EHSA
On July
2016, the Group through IRSA CP acquired 20% of EHSA shares, a
company of which it already owned 50%, and 1.25% of ENUSA. The
amount paid for the acquisition was Ps. 53. As a result, the Group
now holds 70% of the share capital and voting stock of EHSA. In
addition, EHSA holds, both directly and indirectly, 100% of the
shares of OASA and 95% of the shares of ENUSA. Furthermore, OASA
holds 50% of the voting stock of LRSA, a company that holds the
rights to commercially operate the emblematic "Predio Ferial de
Palermo" in the Autonomous City of Buenos Aires, where the SRA
holds the remaining 50%.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
The
following chart shows the consideration, the fair value of the
acquired assets, the assumed liabilities and the non-controlling
interest as of the acquisition date.
|
|
Fair value of identifiable assets and assumed
liabilities:
|
|
Investments
in joint ventures
|
107
|
Trade
and other receivables
|
97
|
Borrowings
|
(55)
|
Deferred
income tax
|
(6)
|
Income
tax and MPIT liabilities
|
(1)
|
Trade
and other payables
|
(13)
|
Provisions
|
(2)
|
Cash
and cash equivalents acquired
|
7
|
Total net identifiable assets
|
134
|
Non-controlling
interest
|
(40)
|
Goodwill
|
26
|
Total
|
120
|
Fair
value of the interest held before the business
combination
|
(67)
|
Total consideration
|
53
|
In
January 2017, Condor issued 150,540 new warrants in favor of RES
with the right to one share each, at an exercise price of 0.001 US$
per share, maturing in January 2019. The new warrants replace the
previous 3,750,000 warrants, which granted a right to one share
each, at an exercise price of 1.92 US$ per share, maturing on
January 31, 2017. It should be noted that the new warrants cannot
be exercised if the interest in Condor exceed 49.5% as a result of
the exercise. Additionally, the Group exercised the conversion
right of the 3,245,156 series D preferred shares (with a par value
of 10 US$ per share) held by RES, converting them into 20,282,225
common shares of Condor (with a par value of 0.01 US$ per share),
i.e., at the conversion price established of 1.60 US$ per share,
which represents a total value of US$ 32.4. Besides, it received
487,738 series E preferred shares that can be converted into common
shares at 2.13 US$ per share as from February 28, 2019, and pay
dividends on a quarterly basis at an annual rate of 6.25%. RES
allocated the considerations paid among the different identifiable
net assets of Condor; as a result, it recognized a higher value for
property, plant and equipment, a lower value of loans and goodwill
in the amount of US$ 5.69, US$ 0.27 and US$ 6.37,
respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
During
February, Condor’s Board of Directors approved a reverse
stock split, consisting of 1 (one) common share for every 6.5
shares issued and outstanding, which was carried out after the
market closing on March 15, 2017. The par value of the shares
remained at 0.01 U$S per share, while the conversion price of
series E preferred shares became 13.845 US$ per share and the
exercise price of the warrants became US$ 0.0065.
During
March, Condor made a public offering of its shares, which resulted
in the issuance of 4,772,500 new shares (including 622,500
additional shares for the exercise of one call option granted to
the subscribers), at a price of 10.50 US$ per share. The Group did
not take part in it.
As
a consequence of the events described above, as of June 30, 2017,
the Group held 3,314,453 common shares of Condor representing
roughly 28.5% of the Company’s share capital and voting
rights. It also held 487,738 series E preferred shares, 23,160
warrants and a promissory note convertible into 97,269 common
shares (at 10.4 US$ per share). The Board of Directors of Condor is
formed by 4 directors of the company, 3 directors appointed by
Stepstone Real Estate and 2 independent directors. In addition, the
voting power held by the company in Condor amounts to 49%, thus
keeping significant influence.
C.
Purchase of Philips Building
On June
5, 2017, the Group through IRSA CP acquired the Philips Building
located in Saavedra, Autonomous City of Buenos Aires, next to the
DOT Shopping Mall. The building has a constructed area of 10,142
square meters and is intended for office development and lease. The
acquisition price was US$ 29, which was fully paid up as of June
30, 2017. Furthermore, IRSA CP has signed a bailment contract with
the seller for a term of 7 months and 15 days, which expires
automatically on January 19, 2018.
D.
Acquisition of additional interest in BHSA
During
the year ended June 30, 2015, the Group acquired 3,289,029
additional shares of BHSA in a total amount of Ps. 14.2, thus
increasing its interest in such company from 29.77% to 29.99%,
without consideration of treasury shares. During the year ended
June 30, 2016, the Group sold 1,115,165 shares of BHSA in a total
amount of Ps. 7.7, thus decreasing its interest to 29.91%, without
considering treasury shares.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
The
Group through Tyrus, subscribed a purchase agreement of shares of
BACS, representing an interest of 6.125%. The acquisition price was
US$ 1.35. On August 24, 2016 the transaction was approved by the
BCRA.
On June
17, 2015, the Group through IRSA, subscribed Ps. 100 nominal value
of BACS’ Convertible Notes. On June 21, 2016 we notified BACS
the excercise of our right to convert all of the convertible notes
into common shares. On February 7, 2017, the BCRA approved the
conversion whereby IRSA was given 25,313,251 shares of BACS. As a
result, as of June 30, 2017, the Group holds an interest of 37.72%
in BACS.
F.
Rigby capital reduction
During
the fiscal year 2015, Rigby reduced its capital stock by
distributing the gain from the sale of Madison Building among
existing shareholders, proportionally to their shareholdings. The
total amount distributed was US$ 103.8, of which the Group received
US$ 77.4 (US$ 26.5 through IRSA International and US$ 50.9 through
IMadison LLC) and US$ 26.4 were distributed to other shareholders.
As a result of such reduction, the Group has decided to reverse the
corresponding accumulated conversion difference on a pro rata
basis, which amounted to Ps. 219. This reversal has been recognized
in the line “Other operating results, net" in the Statement
of Income.
Operations
Center in Israel
In
2011, Koor (a wholly own subsidiary of DIC) sold 60% of
Adama’s shares to China National Agrochemical Corporation
(“ChemChina”) and was also granted a non-recourse loan
in the aggregate amount of US$ 960, which was secured by the
remaining 40% of the ADAMA shares held by Koor as of June 30,
2016.
On July
17, 2016 DIC announced to the market that it had accepted the offer
by ChemChina for the acquisition of 40% of Adama’s shares
which were held by Koor, a company indirectly controlled by IDBD
through DIC. On August 2016, Koor and a subsidiary of ChemChina
executed the corresponding agreement. The price of the transaction
included a payment in cash of US$ 230 plus the total repayment of
the non-recourse loan and its interests, which had been granted to
Koor by a Chinese bank. On November 22, 2016, the sale transaction
was finalized and Koor received cash in the amount of US$ 230. Our
share in the results of Adama and the finance costs related to the
hybrid financial instrument were retrospectively classified as
discontinued operations in the Group’s Consolidated
Statements of Income as from July 17, 2016 (Note 36). On June 30,
2017, the Company recorded a gain of Ps. 4,216 pursuant to the
sale.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
B.
Changes
of interest in Shufersal
During
the fiscal year ended June 30, 2017, the Group – through DIC
and several transactions – increased its interest in
Shufersal capital stock by 7.7% upon payment of a net amount of NIS
235 (equivalent to approximately Ps. 935) and in March 2017, DIC
sold 1.38% of Shufersal in an amount of NIS 50 (equal to Ps. 210 as
of that date). (Note 7)
C.
Share-holding
increase in DIC
On
September 23, 2016 Tyrus acquired 8,888,888 of DIC’s shares
from IDBD for a total amount of NIS 100 (equivalent to Ps. 401 as
of that date), which represent 8.8% of the Company’s
outstanding shares at such date.
During
March 2017, IDBD exercised all of DIC’s Series 5 and 6
warrants for nearly NIS 210 (approximately equivalent to Ps. 882 as
of that date), thereby increasing its direct interest in DIC to
nearly 70% of such company’s share capital as of that date
and the Group's equity interest to 79.47%. Subsequently, third
parties not related to the Group, exercised their warrants, thus
diluting the Group’s interest in DIC to 77.25%.
D.
Partial sale of equity interest in PBC
DIC
sold 12% of its equity interest in PBC for a total consideration of
NIS 217 (approximately equivalent to Ps. 810); as a result,
DIC’s interest in PBC has declined to 64.4%.
E.
Partial
sale of equity interest in Gav Yam
On
December 5, 2016, PBC sold 280,873 shares of its subsidiary Gav-Yam
Land Corporation Ltd. for an amount of NIS 391 (equivalent to Ps.
1,616 as of that date). As a result of this transaction, the equity
interest has decreased to 55.06%.
F.
Negotiations
between Israir and Sun d’Or
On June
30, 2017 IDB Tourism was at an advanced stage of negotiations with
Sun d’or International Airlines Ltd. (“Sun
d’Or”), a subsidiary of El Al Israel Airlines Ltd. ("El
Al"), and on July 2, 2017 an agreement was signed, which consists
of:
-
Israir will sell
the aircrafts it owns through a sale and lease back agreement for
an estimated value of US$ 70.
-
Israir will repay a
loan owed to IDB Tourism in the amount of US$ 18;
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
-
Following the
repayment of the loan and the sale of airplanes mentioned above,
IDB Tourism will receive up to US$ 45 (which includes a loan of up
to US$ 8.8 to be discharged through the distribution of dividends
of Sun d’ Or), plus a 25% of Sun D´Or shares, with El Al
holding a 75% of the shares of such company;
-
The parties will
enter into a shareholder agreement that would give El Al a call
option (and a sale option to IDB Tourism) for the acquisition of
Sun d’Or’s shares in accordance with a price and terms
that will be established in due course.
As a
consequence of this process, the Group’s Financial Statements
as of June 30, 2017 present the investment in Israir as assets and
liabilities held for sale, and a loss of nearly NIS 56
(approximately equivalent to Ps. 231 as of December 31, 2016 when
it was reclassified to discontinued operation), as a result of
measuring these net assets at the estimated recoverable value. The
transaction is subject to (i) approval by the Anti-Trust Authority;
(ii) Sun d´Or´s and Israir’s equity as of December
31, 2017 may not be negative in their related Financial Statements
and Israir’s tangible equity should not be lower than US$ 7;
(iii) the validity and effectiveness of licenses held by Israir as
granted by the Civil Aviation Authority and Transportation
Ministry; (iv) the sale of the airplanes indicated above; (v) the
execution of collective bargaining agreements with pilots, etc. The
transaction is expected to be finalized by the end of
2017.
G.
Agreement
for New Pharm acquisition
On
April 6, 2017, Shufersal entered into an agreement (the
"agreement") with Hamashbir 365 Holdings Ltd. ("the seller" or
"Hamashbir") for the purchase of the shares of New Pharm Drugstores
Ltd. ("New Pharm"), representative of 100% of that Company’s
share capital ("the shares sold"), for an amount of NIS 130
(equivalent to Ps. 611 as of the date of these Consolidated
Financial Statements), payable upon execution of the transaction,
which is subject to fulfillment of the following conditions, among
others:
●
approval by the
Antitrust Commission of Israel. If the approval is not obtained
within 3 months following the date the request is filed (extendable
for one additional month under certain circumstances), the
agreement will be automatically invalidated, unless the parties
agree on a term extension.
●
the release and
invalidation of all the existing guarantees of New Pharm over the
liabilities of the companies Hamashbir Group, and the release and
invalidation of all the existing guarrantees of the companies
Hamashbir’s Group over the liabilities of New
Pharm.
Upon
execution of the agreement, a non-competition clause will be
signed. As of the date of issuance of these Consolidated Financial
Statements, not all of the mentioned conditions has been
fulfilled.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
On
August 30, 2017, Shufersal and the seller agreed to extend the
approval of the Anti-trust Authority until September 14, 2017 and
the fulfillment of the conditions precedent and the delivery of
Financial Statements until September 30, 2017. On September 6, 2017, the Anti-trust Commission
approved the merger between Shufersal and New Pham subject to
certain conditions. After the approval
of the antitrust commission, on September 28, 2017, the parties
signed an addendum to that agreement which states that nine New
Pharm stores will be sold to a third party and a Shufersal store to
another. The sale of New Pharm stores will be collected by New
Pahrm prior to the merger, which changes the price of the
transaction but not significantly. The last date to sign the sales
agreement was stipulated to be on November 30, 2017 and the
execution date on December 31, 2017.
On May
2014, the Group, acting indirectly through Dolphin, acquired
jointly with 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 IDBH, IDBD's parent company, with its
creditors (the "Arrangement"). Under the terms of the agreement
entered into, Dolphin acquired a 50% interest in this investment,
and ETH acquired the remaining 50% (the "Shareholders' Agreement).
The initial total investment amount was NIS 950, equivalent to
approximately US$ 272 at the exchange rate prevailing on that date.
On May 2015, ETH launched the BMBY mechanism provided in the
Shareholders’ Agreement, clause, which establishes that each
party of 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. In June 2015, Dolphin gave
notice to ETH of its intention to buy all the shares of IDBD held
by ETH.
After certain aspects of the offer were resolved
through an arbitration process initiated by the parties, on
September 24, 2015, the competent arbitrator resolved that: (i)
Dolphin and IFISA (related Company to the Group) were entitled to
act as buyers in the BMBY process, and consequently; (ii) the buyer
would have the obligation to fulfill all of the commitments
included in the seller’s Arrangement, including the
commitment to carry out the Tender Offers; (iii) the buyer might
pledged in favor of the Arrangement Trustees the shares that the
seller had pledged to them. Notwithstanding the foregoing,
there is an arbitration process going on between Dolphin and ETH in
relation to certain issues connected to the control obtainment of
IDBD. As of the date of these Consolidated Financial Statements,
there are no other news in relation to the process which is still
pending (Note 7).
On
October 11, 2015, the BMBY process concluded, and IFISA acquired
all IDBD's shares of stock held by ETH (92,665,925 shares) at a
price of NIS 1.64 per share. Consequently, the Shareholders'
Agreement ceased and members of IDBD's Board of Directors
representing ETH submitted their irrevocable resignation to the
Board, therefore Dolphin was hence empowered to appoint the new
members to the Board. Additionally, on the same date, Dolphin
pledged the additional shares acquired.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
Later
on, following the exercise of the BMBY, Dolphin entered into an
option agreement with IFISA that grants Dolphin the right, but not
the obligation, to acquire 92,665,925 shares in IDBD, which IFISA
acquired in the BMBY process at a price of NIS 1.64 per share plus
an annual interest rate of 8.5%. The exercise date for the option
extends for two years. Additionally, Dolphin is entitled to a first
refusal right in case that IFISA agrees to sell these shares to a
third party. The option has no value as of June 30, 2017 and
2016.
As a
consequence, the Group gained control of IDBD and started to
Consolidate Financial Statements as from that date. The following
chart shows the consideration, the fair value of the acquired
assets, the assumed liabilities and the non-controlling interest as
of the acquisition date.
|
10.11.15
|
Fair
value of the interest in IDBD’s equity held before the
business combination and warrants
|
1,416
|
Total consideration
|
1,416
|
|
|
|
10.11.15
|
Fair value of identifiable assets and assumed
liabilities:
|
|
Investment
properties
|
29,586
|
Property,
plant and equipment
|
15,104
|
Intangible
assets
|
6,603
|
Joint
ventures and investment in associates
|
9,268
|
Financial
assets and other assets held for sale
|
5,129
|
Trading
properties
|
2,656
|
Inventories
|
1,919
|
Income tax credits
|
91
|
Trade
and other receivables
|
9,713
|
Investments in financial
assets
|
5,824
|
Cash
and cash equivalents
|
9,193
|
Deferred
income tax
|
(4,681)
|
Provisions
|
(969)
|
Borrowings
|
(60,306)
|
Derivative
financial instruments, net
|
(54)
|
Income
tax
|
(267)
|
Employee
benefits
|
(405)
|
Trade
and other payables
|
(19,749)
|
Total net identifiable assets
|
8,655
|
Non-controlling
interest
|
(8,630)
|
Goodwill
|
1,391
|
Total
|
1,416
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
The
group asses the fair value of the investment property with the
assistance of qualified independent appraisers. As of the
acquisition date, the Group estimates that the recognized assets
are recoverable. The value of the non-controlling interest in IDBD
has been determined on a proportional basis to the fair value of
net acquired assets and the fair value of warrants.
Following the
control of IDBD, the cumulative cumulative translation accumulated
in equity from the interest held in IDBD before the business
combination in the amount of Ps. 143 was recognized in the
Statement of Income. Such result was disclosed under "Other
operating results, net" line in the Statement of
Income.
The
revenues IDBD has generated since October 11, 2015 and that have
been disclosed in the Consolidated Statements of Income amount to
Ps. 28,229. IDBD has also run a net result of Ps. (1,643) during
said period. If IDBD had been included in the consolidation since
July 1st, 2015, the Group's Consolidated Statement of Income would
have shown pro-forma revenues in the amount of Ps. 49,637 and
pro-forma net result of Ps. (1,651).
b)
Acquisition of non-controlling interest
Dolphin
was required to carry out the first tranche of tender offers in
December 2015. Before expiration of
such first tranche, Dolphin and the agreement Trustees (the
"Trustees") entered into an extension agreement (the "Extension
Agreement"), which was replaced by the final agreement approved by
approximately 95% of the non-controlling shareholders of IDBD
(excluding IFISA) and by warrants holders of IDBD on March 2, 2016
and by the competent court on March 10, 2016. The major amendments
to the Agreement were:
(i)
Replacement
of the obligation to conduct tender offers, Dolphin acquired all
the shares outstanding on March 29, 2016 from non-controlling
shareholders of IDBD (except for those held by IFISA) on March 31,
2016. The price paid for each IDBD share held by non-controlling
shareholders was NIS 1.25 per share in cash plus NIS 1.20 per share
in bonds of the IDBD Series 9 (the “IDBD Bonds”), which
IDBD will issue directly to non-controlling shareholders and
holders of warrants. Additionally, Dolphin undertaked to pay NIS
1.05 per share (subject to adjustments) in cash if Dolphin, either
directly or indirectly, gain control of Clal (more than 30%), or
else if IDBD sells a controlling shareholding in Clal (more than
30% to a third party) under certain parameters (the “payment
by Clal”), which refers mainly to Clal’s sale price (at
a price which exceeds 75% of its book value upon execution of the
sale agreement, subject to adjustments) and, under certain
circumstances, the proportion of Clal shares sold by IDBD. It is
worth noting that, the obligation to make such contingent payment
will only expire if the sale of a controlling interest is completed
(more than 30% to a third party), or if Dolphin obtains the control
permission from Clal.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
(ii)
The
warrants held by non-controlling shareholders that have not been
exercised until March 28, 2016 expired on March 31, 2016. Each
warrant holder was entitled to elect whether: (a) to receive IDBD
bonds (based on the adjusted nominal value) in an amount equal to
the difference between NIS 2.45 per share and the exercise price of
the warrants and be entitled to the Clal; or (b) to receive a
payment determined by an independent appraiser.
(iii)
Dolphin
compromised that would provide
IDBD a total amount of NIS 515
through several subordinated loans for a total amount of NIS 348.5
in addition to the issuance of IDBD Bonds in the amount of NIS
166.8, which were used to comply with the liabilities mentioned in
(ii). The subordinated loans have the following features: (a) it is
subordinated, even in the case of insolvency, to all current or
future debts of IDBD; (b) will be reimbursed after payment of all
the debts to their creditors; (c) accrues interest at a rate of
0.5%, which will be added to the amount of the debt and will be
payable only on the date the subordinated debt is amortized; (d)
Dolphin will not have a right to participate or vote in the
meetings with IDBD creditors with respect to the subordinated debt;
(e) as from January 1, 2016, Dolphin has the right, at its own
discretion, to convert the debt balance into IDBD shares, at that
time, whether wholly or partially, including the interest accrued
over the debt until that date; (f) if Dolphin opt to exercise the
conversion, the debt balance will be converted so that Dolphin will
receive IDBD shares according to a share price that will be 10%
less than the average price of the last 30 days prior to the date
the conversion option is exercised. In the event there is no market
price per share, this will be determined in accordance with an
average of three valuations made by external or independent
experts, who shall be determined it by mutual consent and, in the
event of a lack of consent, they will be set by the President of
the Institute of Certified Public Accountants in
Israel.
(iv)
Dolphin
had to pledge 28% of its IDBD shares, as well as all rights in
relation to the subordinated loan granted in the amount of NIS 210
in December 2015, until the payment obligation to Clal has been
completed or has expired, after which the pledge will be
discharged. Should new shares be issued by IDBD, Dolphin will have
to pledge additional shares until completing the 28% of all IDBD
share capital. This pledge replaces the pre-existing
pledge.
(v)
Dolphin
agreed not to exercise its right to convert the subordinated loans
into shares of IDBD until the pledge described above has been
released.
As of
the date of issuance of these
Consolidated Financial Statements, the only outstanding
payment is that owed to Clal, in the
event that the described conditions are met. Besides, Dolphin is bound to exercise its
warrants in the event the following conditions occur jointly: (i)
an agreement is reached to renegotiate the debt covenants of IDBD
and its subsidiaries and (ii) control over Clal is
secured. If both situations take
place, the obligation would amount to NIS 391. The warrants mature
on February 10, 2018.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
3.
Acquisitions and disposals
(Continued)
The
transaction described above represented the acquisition of an
additional interest of 19.28% in IDBD for a total amount of Ps.
1,249. As a result of this transaction, the non-controlling
interest was increased by Ps. 346 and a the interest attributable
to shareholders of the controlling parents was increased by Ps.
234. As of June 30, 2017, IRSA’s indirect interest in IDBD
was 68.28% without considering dilution.
4.
Financial
risk management and fair value estimates
The
Group's activities expose it to a variety of financial risk: market
risk (including foreign currency risk, interest rate risk, indexing
risk due to specific clauses and other price risk), credit risk,
liquidity risk and capital risk. Within the Group, risk management
functions are conducted in relation to financial risks associated
to financial instruments to which the Group is exposed during a
certain period or as of a specific date.
The
general risk management policies of the Group and seek both to
minimize adverse potential effects on the financial performance of
the Group and to manage and control the financial risks
effectively. The Group uses financial instruments to hedge certain
risk exposures when deemed appropriate based on its internal
management risk policies, as explained below.
Given
the diversity of characteristics in the activities conducted under
its business and operations center, the Group has decentralized the
risk management policies based on two significant line of business:
(i) agricultural business and (ii) urban properties and investments
business, which is divided into two: (a) Argentina and (b) Israel,
in order to identify and properly analyze the various types of
risks to which each of the subsidiaries is exposed.
4.1 Risk
management in the Agricultural Business:
The
risks management function within the Group is carried out in
respect of financial risks. Financial risks are risks arising from
financial instruments to which the Group is exposed during or at
the end of the reporting year. Financial risk comprises market risk
(including foreign currency risk, interest rate risk and other
price risk), credit risk, liquidity risk and capital
risk.
The
Group’s diverse activities are exposed to a variety of
financial risks in the normal course of business. The Group’s
overall risk management program focuses on the unpredictability of
financial markets and seeks to minimize the Group’s capital
costs by using suitable means of financing and to manage and
control the Group’s financial risks effectively. The Group
uses financial instruments to hedge certain risk exposures when
deemed appropriate based on its internal management risk
policies.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
The
Group’s principal financial instruments comprise cash and
cash equivalents, receivables, payables, interest bearing assets
and liabilities, other financial liabilities, other investments and
derivative financial instruments. The Group manages its exposure to
key financial risks in accordance with the Group’s risk
management policies.
The
Group’s management framework includes policies, procedures,
limits and allowed types of derivative financial instruments. The
Group has established a Risk Committee, comprising Senior
Management and a member of the Audit Committee, which reviews and
oversees management’s compliance with these policies,
procedures and limits and has overall accountability for the
identification and management of risk across the
Group.
This
section provides a description of the principal risks and
uncertainties that could have a material adverse effect on the
Group’s strategy, performance, results of operations and
financial condition. The risks and uncertainties, set out below, do
not appear in any particular order of potential materiality or
probability of occurrence.
(a)
Market
risk management
Market
risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market
prices. The Group’s market risks arise from open positions in
foreign currencies, interest-bearing assets and liabilities,
commodity price risk and equity securities price risks, to the
extent that these are exposed to general and specific market
movements. Management sets limits on the exposure to these risks
that may be accepted, which are monitored on a regular
basis.
Foreign exchange risk and associated derivative financial
instruments:
The
Group publishes its Consolidated Financial Statements in Argentine
pesos but conducts operations and holds positions in other
currencies. As a result, the Group is exposed to foreign currency
exchange risk through exchange rate movements, which affect the
value of the Group’s foreign currency positions. Foreign
exchange risk arises when future commercial transactions or
recognized assets or liabilities are denominated in a currency that
is not the entity’s functional currency.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
The
commercial and/or agro-industrial activities of the Group's
subsidiaries are primarily developed in Argentina and have as
functional currency the Argentine Peso. The agricultural activities
of the Group’s subsidiaries are primarily developed in
Argentina, Brazil and Bolivia, where the functional currencies are
the respective local currencies. A significant majority of the
activity of these subsidiaries is conducted in such local
currencies, thus not exposing the Group to foreign exchange risk.
Net financial position exposure to the functional currencies is
managed on a case-by-case basis, partly by entering into foreign
currency derivative instruments and/or by borrowing in foreign
currencies, or other methods, considered adequate by the
Management, according to circumstances.
Financial
instruments are considered sensitive to foreign exchange rates when
they are not in the functional currency of the entity that holds
them. The following table shows the net carrying amounts of its
financial instruments denominated in US$, broken down by functional
currency in which the Company operates, for the years ended June
30, 2017, 2016 and 2015. The amounts are presented in Argentine
Pesos, the presentation currency of the Group:
|
Net
monetary position (Liability)/Asset
|
Net
monetary position (Liability)/Asset
|
Net
monetary position (Liability)/Asset
|
|
|
|
|
Functional
currency
|
|
|
|
Argentine
Peso
|
(5,240)
|
(3,528)
|
(1,618)
|
Brazilian
Reais
|
198
|
268
|
153
|
Bolivian
Peso
|
52
|
(127)
|
(107)
|
Total
|
(4,990)
|
(3,387)
|
(1,572)
|
The
Group estimates that, other factors being constant, a 10%
appreciation of the US dollar against the respective functional
currencies at year-end would result in a lower gain before income
tax for the years ended June 30, 2017, 2016 and 2015 for an amount
of Ps. 499, Ps. 399 and Ps. 157, respectively. A 10% depreciation
of the US dollar against the functional currencies would have an
equal and opposite effect on the Statements of Income.
On the
other hand, the Group also uses derivative instruments, such as
forward foreign exchange contracts to manage its exposure to
foreign exchange risk. As of June 30, 2017 the Group has future
exchanges contract pending for an amount of Ps. 9 (liability). As
of June 30, 2016 the Group had future exchanges contract opened for
an amount of Ps. 25 (asset) and Ps. 12 (liability). As of June 30,
2015 there were future exchanges contract pending for an amount of
Ps. 10 (liability).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
Interest rate risk:
The
Group is exposed to interest rate risk on its investments in debt
instruments, short-term and long-term borrowings and derivative
financial instruments.
The
primary objective of the Group’s investment activities is to
preserve principal while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, the Group
diversifies its portfolio in accordance with the limits set by the
Group. The Group maintains a portfolio of cash equivalents and
short-term investments in a variety of securities, including both
government and corporate obligations and money market
funds.
The
Group’s interest rate risk principally arises from long-term
borrowings (Note 23). Borrowings issued at variable rates expose
the Group to cash flow interest rate risk. Borrowings issued at
fixed rates expose the Group to fair value interest rate risk. The
Group manages this risk by maintaining an appropriate mix between
fixed and floating rate interest bearing liabilities. These
activities are evaluated regularly to determine that the Group is
not exposed to interest rate movements that could adversely impact
its ability to meet its financial obligations and to comply with
its borrowings covenants.
The Group manages its cash flow interest rate risk
exposure by different hedging instruments, including but not being
limited to interest rate swap, depending on each particular case.
For example, interest rate swaps have the economic effect of
converting borrowings from floating rates to fixed rates or vice
versa.
The
interest rate risk policy is approved by the Board of Directors.
Management analyses the Group’s interest rate exposure on a
dynamic basis. Various scenarios are simulated, taking into
consideration refinancing, renewal of existing positions and
alternative financing sources. Based on these scenarios, the Group
calculates the impact on profit and loss of a defined interest rate
shift. The scenarios are run only for liabilities that represent
the major interest-bearing positions. Trade payables are normally
interest-free and have settlement dates within one year. The
simulation is done on a regular basis to verify that the maximum
potential loss is within the limits set by management.
Note 22
shows a breakdown of the Group’s fixed-rate and floating-rate
borrowings per currency denomination and functional currency of the
subsidiary that holds the loans for the years ended June 30, 2017,
2016 and 2015.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
The
Group estimates that, other factors being constant, a 1% increase
in floating rates at year-end would decrease profit before income
tax for the years ended June 30, 2017, 2016 and 2015, in Ps. 58.9,
Ps. 78.7 and Ps. 18, respectively. A 1% decrease in floating rates
would have an equal and opposite effect on the Statement of Income.
The table below shows the Group’s sensitivity to interest
rate risks. The amounts are presented in million of Argentine
Pesos.
|
|
Rate
per currency denomination
|
|
|
|
|
|
Floating
rate:
|
|
|
|
|
|
Argentine
Peso
|
480
|
-
|
-
|
-
|
480
|
Brazilian
Reais
|
-
|
468
|
-
|
-
|
468
|
US
Dollar
|
195
|
-
|
14
|
1,022
|
1,231
|
NIS
|
-
|
-
|
-
|
3,710
|
3,710
|
Total
effects on Profit before income tax
|
675
|
468
|
14
|
4,732
|
5,889
|
|
|
Rate
per currency denomination
|
|
|
|
|
|
Floating
rate:
|
|
|
|
|
|
Argentine
Peso
|
708
|
-
|
-
|
-
|
708
|
Brazilian
Reais
|
-
|
188
|
-
|
-
|
188
|
US
Dollar
|
201
|
-
|
-
|
1,687
|
1,888
|
NIS
|
-
|
-
|
-
|
5,081
|
5,081
|
Total
effects on Profit before income tax
|
909
|
188
|
-
|
6,768
|
7,865
|
|
|
Rate
per currency denomination
|
|
|
|
|
|
Floating
rate:
|
|
|
|
|
|
Argentine
Peso
|
14
|
-
|
-
|
-
|
14
|
Brazilian
Reais
|
-
|
3
|
-
|
-
|
3
|
US
Dollar
|
1
|
-
|
-
|
-
|
1
|
Total
effects on Profit before income tax
|
15
|
3
|
-
|
-
|
18
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
This
sensitivity analysis provides only a limited, point-in-time view of
this market risk sensitivity of certain of the Group’s
financial instruments. The actual impact of the interest rate
changes on the Group’s financial instruments may differ
significantly from the impact shown in the sensitivity
analysis.
Commodity price risk and associated derivative financial
instruments:
The
Group’s agricultural activities expose it to specific
financial risks related to commodity prices. Prices for commodities
have historically been cyclical, reflecting overall economic
conditions and changes in capacity within the industry, which
affect the profitability of entities engaged in the agricultural
industry.
Generally, the
Group uses derivative instruments to hedge risks arising out of its
agricultural business operations. The Group uses a variety of
commodity-based derivative instruments to manage exposure to price
volatility stemming from its integrated crop production activities.
These instruments consist mainly of crop forwards, future contracts
and put and call option contracts. Contract positions are designed
to ensure that the Group will receive a defined minimum price for
certain quantities of its production. The Group combines option
contracts with future contracts only as a means of reducing the
exposure towards the decrease in commodity prices, as being a
producer means that the price is uncertain until the time the
products are harvested and sold. The Group manages maximum and
minimum prices for each commodity and the idea is to choose the
best spot price at which to sell.
The
Group generally covers up to 50% of its crop production in order to
finance its operating costs. The hedge consists of taking positions
on purchased puts or sold futures and calls that assure a fixed
exit price. In the past, the Group has never kept a short position
greater than its crop inventories and does not intend to. On the
other hand, it is not the Group’s current intention to be
exposed in a long derivative position in excess of its actual
production.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
The
following tables show the outstanding positions for each type of
derivative contract for the years ended June 30, 2017, 2016 and
2015. The amounts are presented in thousands of Argentine
Pesos:
|
|
Type of derivative contract
|
|
|
Premium paid or (collected)
|
Derivatives at fair value
|
Gain / (Loss) for valuation at fair value at year-end
|
Futures:
|
|
|
|
|
|
Selling
|
|
|
|
|
|
Corn
|
52,468
|
7
|
-
|
2
|
4
|
Soybeans
|
81,729
|
16
|
-
|
(3)
|
35
|
Wheat
|
2,000
|
-
|
-
|
-
|
-
|
Livestock
|
660
|
-
|
-
|
-
|
-
|
Purchase
|
|
|
|
|
|
Corn
|
7,234
|
-
|
-
|
-
|
-
|
Soybeans
|
2,619
|
-
|
-
|
-
|
2
|
Wheat
|
8,101
|
1
|
-
|
-
|
1
|
Options:
|
|
|
|
|
|
Sell put
|
|
|
|
|
|
Corn
|
25,405
|
-
|
(2)
|
(1)
|
1
|
Soybeans
|
35,362
|
-
|
(1)
|
(7)
|
-
|
Purchase put
|
|
|
|
|
|
Corn
|
(25,402)
|
-
|
8
|
4
|
(3)
|
Soybeans
|
(30,004)
|
-
|
4
|
9
|
3
|
Sale call
|
|
|
|
|
|
Corn
|
48,102
|
1
|
(5)
|
(3)
|
1
|
Soybeans
|
31,208
|
1
|
(3)
|
(5)
|
(2)
|
Purchase call
|
|
|
|
|
|
Soybeans
|
(1,005)
|
-
|
-
|
-
|
-
|
Total
|
238,477
|
26
|
1
|
(4)
|
42
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
|
|
Type of derivative contract
|
|
|
Premium paid or (collected)
|
Derivatives at fair value
|
Gain / (Loss) for valuation at fair value at year-end
|
Futures:
|
|
|
|
|
|
Selling
|
|
|
|
|
|
Corn
|
30,500
|
-
|
-
|
3
|
(4)
|
Soybeans
|
94,271
|
10
|
-
|
(29)
|
(15)
|
Purchase
|
|
|
|
|
|
Corn
|
11,100
|
-
|
-
|
(1)
|
-
|
Soybeans
|
2,300
|
-
|
-
|
-
|
-
|
Wheat
|
5,400
|
-
|
-
|
1
|
-
|
Options:
|
|
|
|
|
|
Sell put
|
|
|
|
|
|
Soybeans
|
12,247
|
-
|
(1)
|
-
|
-
|
Purchase put
|
|
|
|
|
|
Soybeans
|
12,747
|
-
|
5
|
3
|
(2)
|
Sale call
|
|
|
|
|
|
Soybeans
|
13,347
|
-
|
(4)
|
(7)
|
(3)
|
Wheat
|
2,900
|
-
|
-
|
-
|
(1)
|
Total
|
184,812
|
10
|
-
|
(30)
|
(25)
|
|
|
Type of derivative contract
|
|
|
Premium paid or (collected)
|
Derivatives at fair value
|
Gain / (Loss) for valuation at fair value at year-end
|
Futures:
|
|
|
|
|
|
Selling
|
|
|
|
|
|
Corn
|
8,600
|
1
|
-
|
(1)
|
(1)
|
Soybeans
|
107,727
|
5
|
-
|
(10)
|
(4)
|
Wheat
|
7,000
|
-
|
-
|
-
|
-
|
Purchase
|
|
|
|
|
|
Corn
|
1,400
|
-
|
-
|
-
|
-
|
Soybeans
|
2,200
|
-
|
-
|
-
|
-
|
Wheat
|
1,000
|
1
|
-
|
-
|
(1)
|
Options:
|
|
|
|
|
|
Sell put
|
|
|
|
|
|
Soybeans
|
9,952
|
(1)
|
-
|
(1)
|
(1)
|
Purchase put
|
|
|
|
|
|
Soybeans
|
20,412
|
-
|
3
|
1
|
(2)
|
Sale call
|
|
|
|
|
|
Soybeans
|
44,124
|
-
|
(3)
|
(7)
|
(4)
|
Total
|
202,415
|
6
|
-
|
(18)
|
(13)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
Gains
and losses on commodity-based derivative instruments were Ps. 121
(gain), Ps. 77 (loss) and Ps. 8 (gain) for the years ended June 30,
2017, 2016 and 2015, respectively. These gains and losses are
included in “Other operating results, net” in the
Statements of Income.
Crops
future contract fair values are computed with reference to quoted
market prices on future exchanges.
Other price risk
(b)
Credit
risk management
Credit
risk refers to the risk that counterparty will default on its
contractual obligations resulting in a financial loss to the Group.
Credit limits have been established to ensure that the Group deals
only with approved counterparties and that counterparty
concentration risk is addressed and the risk of loss is mitigated.
Counterparty exposure is measured as the aggregate of all
obligations of any single legal entity or economic entity to the
Group.
The
Group is subject to credit risk arising from deposits with banks
and financial institutions, investments of surplus cash balances,
the use of derivative financial instruments and from outstanding
receivables. Credit risk is managed on a country-by-country basis.
Each local entity is responsible for managing and analyzing the
credit risk.
The
Group’s policy is to manage credit exposure to deposits,
short-term investments and other financial instruments by
maintaining diversified funding sources in various financial
institutions. All the institutions that operate with the Group are
well known because of their experience in the market and high
quality credit. The Group places its cash and cash equivalents,
investments, and other financial instruments with various high
credit quality financial institutions, thus mitigating the amount
of credit exposure to any one institution. The maximum exposure to
credit risk is represented by the carrying amount of cash and cash
equivalents and short-term investments in the Statement of
Financial Position.
The
Group’s primary objective for holding derivative financial
instruments is to manage currency exchange rate risk and interest
rate risk and commodities prices. The Group generally enters into
derivative transactions with high-credit-quality counterparties
and, by policy, limits the amount of credit exposure to each
counter party. The amounts subject to credit risk related to
derivative instruments are generally limited to the amounts, if
any, by which counterparty’s obligations exceed the
obligations that the Group has with that counterparty. The credit
risk associated with derivative financial instruments is
representing by the carrying value of the assets positions of these
instruments.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
The
Group’s policy is to manage credit risks associated with
trade and other receivables within defined trading limits. All
Group’s significant counterparties have internal trading
limits. The Group’s customers are distinguished between those
customers arising out of the investment and development properties
activities of the Group from those arising out of its agricultural
and agro-industrial operations. These two groups of customers are
monitored separately due to their distinct
characteristics.
Trade
receivables from agriculture and agro-industrial activities are
primarily derived from the sale of commodities, raw milk, cattle,
and sugarcane; receivables from feed lot operations and raw meat
products; receivables from the lease of farmland properties;
receivables from the sale of farmland properties; and, other
receivables from ancillary activities. Trade receivables from
agriculture and agro-industrial activities represent 19%, 39% and
24% of the Group’s total trade receivables as of June 30,
2017, 2016 and 2015, respectively. In contrast with the investment
and development properties activities of the Group, the
Group’s agribusiness is conducted through several
international subsidiaries. The Group has subsidiaries in
Argentina, Brazil and Bolivia. However, Argentina and Brazil
together concentrate more than 93%, 87% and 88% of the
Group’s grain production for the years ended June 30, 2017,
2016 and 2015, respectively. For the years ended June 30, 2017,
2016 and 2015, the grain production in Bolivia has not been
significant representing only 7%, 7% and 9% of the total
Group’s crop sales, respectively. Each country has its own
established market for the respective grain production. Generally,
the entire country’s grain production is sold in the domestic
market to well-known multinational exporters such as Molinos,
Cargill or Bunge, and/or local exporters. Prices for grains are
also generally based on the market prices quoted in the domestic
markets, which normally take as reference the prices in
international grain exchanges such as the Chicago Board of
Trade.
For the
years ended June 30, 2017, 2016 and 2015, 39%, 34% and 27% of sales
of crops in Argentina and Brazil were sold to well-known exporters.
The Group performs credit evaluations of its customers and
generally does not require collateral. Although sales are highly
concentrated, the Group does not believe that significant credit
risk exists at the reporting period due to the high credit rating
of these customers.
The
Group concentrates its cattle production in Argentina where it is
entirely sold in the domestic market. The main buyers are
slaughterhouses and supermarkets and are well dispersed. Prices in
the cattle market in Argentina are basically fixed by local supply
and demand. The principal market is the Liniers Market in Buenos
Aires, which provides a standard in price formation for the rest of
the domestic markets. Live animals are sold by auction on a daily
basis in the market, whereas prices are negotiated by kilogram of
live weight and are mainly determined by local supply and demand.
Some supermarkets and meat packers establish their prices by
kilogram of processed meat. In these cases, processing yields
influences the final price.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
The
Group’s milk production is also based in Argentina. The Group
has historically sold its entire milk production to Mastellone
Hnos. S.A., which is the largest dairy company in Argentina. Sales
to Mastellone amounted to Ps. 66, Ps. 65 and Ps. 72 for the years
ended June 30, 2017, 2016 and 2015, respectively, representing 2%,
2% and 3% of the Group’s agricultural consolidated revenue
for those years, respectively, and 0.1%, 0.2% and 1% of the
Group’s total revenues in the respective years. Although
sales are concentrated, the Group does not believe that significant
credit risk exists at the reporting period due to the high credit
rating of Mastellone. As milk is a perishable product there is no
ability for the Group to mitigate pricing risk through inventory
management. The Group negotiates the prices of raw milk on a
monthly basis in accordance with domestic supply and demand. Prices
for milk are based on a large number of factors including fat and
protein content, bacteria levels and temperature. However, dairy
prices have historically tended to have reasonable correlation with
prices of agricultural inputs such as feed and fertilizer, and the
Group monitors these relationships in order to adapt its tactics to
suit.
The
Group’s sugarcane production is based in Brazil and to a
lesser extent in Bolivia. Brazil concentrates more than 98%, 89%
and 95% of the Group's total sugarcane production as of June 30,
2017, 2016 and 2015, respectively. Currently, the Group has a farm
in Brazil dedicated to sugar production and the entire output is
sold to a third-party, ETHB, under an exclusive agreement dated
March 2008. ETHB is the largest ethanol producer in Brazil. Under
the agreement, ETHB is contractually obligated to purchase the
entire production of two crop cycles of sugarcane comprising six
agricultural years with five cuts, with the possibility of
extending them for another full agricultural cycle upon prior
agreement of the parties. The duration of each cycle may be
extended if the parties wish to do so. Currently, the Group is
selling to ETHB at market price. Sales to ETHB amounted to Ps. 336,
Ps. 256 and Ps. 178 for the years ended June 30, 2017, 2016 and
2015, respectively, representing 9%, 9% and 8% of the Group’s
agricultural consolidated revenue for those years, respectively.
Although sales are concentrated, the Group does not believe that
significant credit risk exists at the reporting period due to the
high credit rating of ETHB.
The
Company does not expect any significant losses resulting from the
non-performance of the counterparties in any of the business
lines.
The
maximum exposure to Group’s credit risk is represented by the
carrying amount of each financial asset in the Statement of
Financial Position after deducting any impairment allowance. The
Group’s overall exposure of credit risk arising from trade
receivables is set out in Note 17.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
(c)
Liquidity
risk management
The
Group is exposed to liquidity risks, including risks associated
with refinancing borrowings as they mature, the risk that borrowing
facilities are not available to meet cash requirements, and the
risk that financial assets cannot readily be converted to cash
without loss of value. Failure to manage liquidity risks could have
a material impact on the Group’s cash flow and Statement of
Financial Position. Prudent liquidity risk management implies
maintaining sufficient cash, the availability of funding through an
adequate amount of committed credit facilities and the ability to
close out market positions. Due to the dynamic nature of the
underlying businesses, the Group aims to maintain flexibility in
funding its existing and prospective debt requirements by
maintaining diversified funding sources.
The
Group monitors its current and projected financial position using
several key internally generated reports: cash flow; debt maturity;
and interest rate exposure. The Group also undertakes sensitivity
analysis to assess the impact of proposed transactions, movements
in interest rates and changes in property values on the key
profitability, liquidity and balance sheet ratios.
The
Group’s debt and derivative positions are continually
reviewed to meet current and expected debt requirements. The Group
maintains a balance between longer-term and shorter-term
financings. Short-term financing is principally raised through bank
facilities and overdraft positions. Medium- to longer-term financing comprises public
and private bond issues, including private placements.
Financing risk is spread by using a variety of types of debt. The
maturity profile is managed in accordance with Group’s needs,
by spreading the repayment dates and extending facilities, as
appropriate.
The
tables below show financial liabilities, including Group’s
derivative financial liabilities groupings based on the remaining
period at the Statement of Financial Position to the contractual
maturity date. The amounts disclosed in the tables are the
contractual undiscounted cash flows and as a result, they do not
reconcile to the amounts disclosed on the Statement of Financial
Position. However, undiscounted cash flows in respect of balances
due within 12 months generally equal their carrying amounts in the
Statement of Financial Position, as the impact of discounting is
not significant. The tables include both interest and principal
flows.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
When
the interest payable is not fixed, the amount disclosed has been
determined by reference to the existing conditions at the reporting
date.
As of June 30, 2017
|
|
|
|
|
|
|
Trade and other
payables
|
1,154
|
935
|
-
|
-
|
-
|
2,089
|
Borrowings
(Excluding finance lease liabilities)
|
3,823
|
1,718
|
778
|
204
|
134
|
6,657
|
Finance lease
obligations
|
9
|
8
|
-
|
-
|
98
|
115
|
Derivative
financial
instruments
|
28
|
-
|
-
|
-
|
-
|
28
|
Total
|
5,014
|
2,661
|
778
|
204
|
232
|
8,889
|
As of June 30, 2016 (recast)
|
|
|
|
|
|
|
Trade and other
payables
|
614
|
-
|
935
|
-
|
-
|
1,549
|
Borrowings
(Excluding finance lease liabilities)
|
1,028
|
1,271
|
1,604
|
250
|
45
|
4,198
|
Finance lease
obligations
|
9
|
6
|
6
|
-
|
-
|
21
|
Derivative
financial
instruments
|
36
|
16
|
-
|
-
|
-
|
52
|
Total
|
1,687
|
1,293
|
2,545
|
250
|
45
|
5,820
|
As of June 30, 2015 (recast)
|
|
|
|
|
|
|
Trade and other
payables
|
391
|
-
|
2
|
403
|
-
|
796
|
Borrowings
(Excluding finance lease liabilities)
|
1,342
|
474
|
699
|
575
|
608
|
3,698
|
Finance lease
obligations
|
11
|
7
|
3
|
3
|
-
|
24
|
Derivative
financial
instruments
|
33
|
5
|
-
|
-
|
-
|
38
|
Total
|
1,777
|
486
|
704
|
981
|
608
|
4,556
|
(d)
Capital
risk management
The capital structure of the Group consists of
shareholders’ equity and net borrowings. The type and
maturity of the Group’s borrowings are analyzed further in
Note 23. The Group’s equity is analyzed into its various
components in the Statement of Changes in Equity.
Capital
is managed so as to promote the long-term success of the business
and to maintain sustainable returns for shareholders.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business
(Continued)
The
Group seeks to manage its capital requirements to maximize value
through the mix of debt and equity funding, while ensuring that
Group entities continue to operate as going concerns, comply with
applicable capital requirements and maintain strong credit
ratings.
The
Group assesses the adequacy of its capital requirements, cost of
capital and gearing (i.e. debt/equity mix) as part of its broader
strategic plan. The Group continuously reviews its capital
structure to ensure that (i) sufficient funds and financing
facilities are available to implement the Group’s property
development and business acquisition strategies, (ii) adequate
financing facilities for unforeseen contingencies are maintained,
and (iii) distributions to shareholders are maintained within the
Group’s dividend distribution policy. The Group also protects
its equity by taking out insurance.
The
Group’s strategy is to maintain key financing metrics namely,
net debt to total equity ratio (gearing) and loan-to-value ratio
(Debt ratio) to ensure that asset level performance is translated
into enhanced returns for shareholders whilst maintaining an
appropriate risk reward balance to accommodate changing financial
and operating market cycles.
The
following table details the key metrics in relation to managing its
capital structure of the Group. The levels of these metrics are
within the ranges established by the Group’s
strategy.
|
|
|
|
Gearing
ratio (i)
|
23.31%
|
21.41%
|
32.09%
|
Debt
ratio (ii)
|
74.08%
|
72.64%
|
66.15%
|
(i)
Calculated as total
debt over total capital (including equity plus total
debt).
(ii)
Calculated as total
debt over total properties at fair value (including trading
properties, properties, plant and equipment, investment properties,
farmland rights to receive units under barter
agreements).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.1 Risk
management in the Agricultural Business (Continued)
(e)
Other
non-financial risks
Nature risk:
The
Group’s revenue arising from agricultural activities depends
significantly on the ability to manage biological assets and
agricultural produce. The ability to manage biological assets and
agricultural produce may be affected by unfavorable local weather
conditions and natural disasters. Weather conditions such as
floods, droughts, hail, windstorms and natural disasters such as
fire, disease, insect infestation and pests are examples of such
unpredictable events. The Group manages this risk by locating its
farmlands in different geographical areas. The Group has not taken
out insurance for this kind of risks. The occurrence of severe
weather conditions or natural disasters may affect the growth of
our biological assets, which in turn may have a material adverse
effect on the Group’s ability to harvest agricultural produce
in sufficient quantities and in a timely way.
4.2 Risk
management in the Urban Properties and investment business in
Argentina:
The
risk management function within the Group is carried out in respect
of financial risks. Financial risks are risks arising from
financial instruments to which the Group is exposed during or at
the end of the reporting period. Financial risk comprises market
risk (including foreign currency risk, interest rate risk and other
price risk), credit risk, liquidity risk and capital
risk.
The
Group’s diverse activities are exposed to a variety of
financial risks in the normal course of business. The Group’s
overall risk management policity focuses on the unpredictability of
financial markets and seeks to minimize the Group’s capital
costs by using suitable means of financing and to manage and
control the Group’s financial risks effectively. The Group
uses financial instruments to hedge certain risk exposures when
deemed appropriate based on its internal management risk
policies.
The
Group’s principal financial instruments comprise cash and
cash equivalents, receivables, payables, interest bearing assets
and liabilities, other financial liabilities, other investments and
derivative financial instruments. The Group manages its exposure to
key financial risks in accordance with the Group’s risk
management policies.
The
Group’s management framework includes policies, procedures,
limits and allowed types of derivative financial instruments. The
Group has established a Risk Committee which was detailed in Note
4.1.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
This
section provides a description of the principal risks that could
have a material adverse effect on the Group’s strategy,
performance, results of operations and financial condition. The
risks facing the businesses, set out below, do not appear in any
particular order of potential materiality or probability of
occurrence.
The
analysis of sensitivities to market risks included below are based
on a change in one factor while holding all other factors constant.
In practice this is unlikely to occur, and changes in some of the
factors may be correlated – for example, changes in interest
rate and changes in foreign currency rates.
This
sensitivity analysis provides only a limited, point-in-time view.
The actual impact on the Group’s financial instruments may
differ significantly from the impact shown in the sensitivity
analysis.
(f)
Market
risk management
The
market risk is the risk of changes in the market price of financial
instruments with whom the Group operates. The Group’s market
risks arise from open positions in foreign currencies,
interest-bearing assets and liabilities and equity securities of
certain companies, to the extent that these are exposed to market
value movements. The Group sets limits on the exposure to these
risks that may be accepted, which are monitored on a regular
basis.
Foreign
exchange risk and associated derivative financial
instruments
As
mentioned in Note 4.1, the Group publishes its Consolidated
Financial Statements in Argentine pesos but conducts operations and
holds positions in other currencies. As a result, the Group is
exposed to foreign currency exchange risk through exchange rate
movements, which affect the value of the Group’s foreign
currency positions. Foreign exchange risk arises when future
commercial transactions or recognized assets or liabilities are
denominated in a currency that is not the entity’s functional
currency.
The
real estate, commercial and/or financial activities of the Group's
subsidiaries in the operations center in Argentina have as
functional currency the Argentine Peso. A significant majority of
the business activities of these subsidiaries is conducted in that
currency, thus not exposing the Group to foreign exchange risk.
Other Group's subsidiaries have other functional currencies,
principally US dollar. In the ordinary course of business, the
Group, through its subsidiaries, transacts in currencies other than
the respective functional currencies of the subsidiaries. These
transactions are primarily denominated in US dollars and New
Israeli Shekel. Net financial position exposure to the functional
currencies is managed on a case-by-case basis, partly by entering
into foreign currency derivative instruments and/or by borrowings
in foreign currencies, or other methods, considered adequate by the
Management, according to circumstances.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
Financial
instruments are considered sensitive to foreign exchange rates only
when they are not in the functional currency of the entity that
holds them. The following table shows the net carrying amounts of
the Company’s financial instruments nominated in US$ and NIS
broken down by functional currency in which the Company operates,
for the years ended June 30, 2017, 2016 and 2015. The amounts are
presented in Argentine Pesos, the presentation currency of the
Group:
|
Net
monetary position (Liability)/Asset
|
Functional
currency
|
|
|
|
|
|
|
|
|
|
|
Argentine
Peso
|
(11,436)
|
-
|
(5,370)
|
-
|
(2,576)
|
-
|
Uruguayan
Peso
|
(131)
|
-
|
6
|
-
|
(67)
|
-
|
US
Dollar
|
-
|
1
|
-
|
(7)
|
-
|
(254)
|
Total
|
(11,567)
|
1
|
(5,364)
|
(7)
|
(2,643)
|
(254)
|
The
Group estimates that, other factors being constant, a 10%
appreciation of the US dollar against the respective functional
currencies at year-end would result in an additional net loss
before income tax for the year ended June 30, 2017 for an amount of
Ps. 1,157 (Ps. 536 in 2016 and Ps. 264 in 2015). A 10% depreciation
of the US dollar against the functional currencies would have an
equal and opposite effect on the Statements of Income.
On the
other hand, the Group in its operations center Argentina, also uses
derivative, such as forward exchange contracts to manage its
exposure to foreign currency risk. As of June 30, 2017, 2016 and
2015 the Group has future exchanges contract pending, for an amount
of US$ 12.9, US$ 21.0 and US$ 15.0, respectively, which book value
amounted to Ps. 14.9, Ps. (2.9) and Ps. (7.5),
respectively.
Interest
rate risk
As
explained in Note 4.1, the Group is exposed to interest rate risk
on its investments in debt instruments, short-term and long-term
borrowings and derivative financial instruments.
The
Note 22 shows a breakdown of the Group’s fixed-rate and
floating-rate borrowings per currency denomination and functional
currency of the subsidiary that holds the loans for the fiscal
years ended June 30, 2017, 2016 and 2015.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
The
Group estimates that, other factors being constant, a 1% increase
in floating rates at year-end would increase net loss before income
tax for the year ended June 30, 2017, in the amount of Ps. 6.6 (Ps.
13.7 in 2016 and Ps. 8.7 in 2015). A decrease 1 % in floating rates
would have an equal and opposite effect on the Statement of
Income.
Other price risk
The Group is exposed to equity securities price
risk or derivative financial instruments because of investments held in entities that are
publicly traded, which were classified on the Consolidated
Statement of Financial Position at “fair value through profit
or loss”. The Group regularly reviews the prices evolution of
these equity securities in order to identify significant
movements.
As
of June 30, 2017, 2016 and 2015 the total value of Group´s
investments in shares and derivative financial instruments of
public companies, in the operations center Argentina, amounts to
Ps. 300, Ps. 822 and Ps. 437, respectively.
The
Group estimates that, other factors being constant, a 10% decrease
in quoted prices of equity securities and in derivative financial
instruments portfolio at year-end would generate a loss before
income tax for the year ended June 30, 2017 of Ps. 24 (Ps. 87 in
2016 and Ps. 250 in 2015). An increase of 10% on these prices would
have an equal and opposite effect in the Statement of
Income.
(g)
Credit
risk management
The
credit risk arises from the potential non-performance of
contractual obligations by the parties, with a resulting financial
loss for the Group. Credit limits have been established to ensure
that the Group deals only with approved counterparties and that
counterparty concentration risk is addressed and the risk of loss
is mitigated. Counterparty exposure is measured as the aggregate of
all obligations of any single legal entity or economic entity to
the Group.
The
Group is subject to credit risk arising from deposits with banks
and financial institutions, investments of surplus cash balances,
the use of derivative financial instruments and from outstanding
receivables. Credit risk is managed on a country-by-country basis.
Each local entity is responsible for managing and analyzing the
credit risk.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
The
Group’s policy is to manage credit exposure from deposits,
short-term investments and other financial instruments by
maintaining diversified funding sources in various financial
institutions. All the institutions that operate with the Group are
well known because of their experience in the market and high
credit quality. The Group places its cash and cash equivalents,
investments, and other financial instruments with various high
credit quality financial institutions, thus mitigating the amount
of credit exposure to any one institution. The maximum exposure to
credit risk is represented by the carrying amount of cash and cash
equivalents and short-term investments in the Statement of
Financial Position.
Trade
receivables related to leases and services provided by the Group
represent a diversified tenant base and account for 15%, 22% and
55% of the Group’s total trade receivables as of June 30,
2017, 2016 and 2015, respectively. The Group has specific policies
to ensure that rental contracts are transacted with counterparties
with appropriate credit quality. The majority of the Group’s
shopping mall, offices and other rental properties’ tenants
are well recognized retailers, diversified companies, professional
organizations, and others. Owing to the long-term nature and
diversity of its tenancy arrangements, the credit risk of this type
of trade receivables is considered to be low. Generally, the Group
has not experienced any significant losses resulting from the
non-performance of any counterpart to the lease contracts and, as a
result, the allowance for doubtful account balance is low.
Individual risk limits are set based on internal or external
ratings in accordance with limits set by the Group. If there is no
independent rating, risk control assesses the credit quality of the
customer, taking into account its past experience, financial
position, actual experience and other factors. Based on the
Group’s analysis, the Group determines the size of the
deposit that is required from the tenant at inception. Management
does not expect any material losses from non-performance by these
counterparties. See Note 17 for details.
On the
other hand, property receivables related to the sale of trading
properties represent 0.8%, 0.4% and 8% of the Group’s total
trade receivables as of June 30, 2017, 2016 and 2015, respectively.
Payments on these receivables have generally been received when
due. These receivables are generally secured by mortgages on the
properties. Therefore, the credit risk on outstanding amounts is
considered very low.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
(h)
Liquidity
risk management
The
Group is exposed to liquidity risks, including risks associated
with refinancing borrowings as they mature, the risk that borrowing
facilities are not available to meet cash requirements, and the
risk that financial assets cannot readily be converted to cash
without loss of value. Failure to manage liquidity risks could have
a material impact on the Group’s cash flow and Statement of
Financial Position. Prudent liquidity risk management implies
maintaining sufficient cash, the availability of funding through an
adequate amount of committed credit facilities and the ability to
close out market positions. Due to the dynamic nature of the
underlying businesses, the Group aims to maintain flexibility in
funding its existing and prospective debt requirements by
maintaining diversified funding sources.
The
Group monitors its current and projected financial position using
several key internally generated reports: cash flow; debt maturity;
and interest rate exposure. The Group also undertakes sensitivity
analysis to assess the impact of proposed transactions, movements
in interest rates and changes in property values on the key
profitability, liquidity and balance sheet ratios.
The
Group’s debt and derivative positions are continually
reviewed to meet current and expected debt requirements. The Group
maintains a balance between longer-term and shorter-term
financings. Short-term financing is principally raised through bank
facilities and overdraft positions. Medium- to longer-term financing comprises public
and private bond issues, including private placements.
Financing risk is spread by using a variety of types of debt. The
maturity profile is managed in accordance with Group’s needs,
by spreading the repayment dates and extending facilities, as
appropriate.
The
following tables show financial liabilities, including
Group’s derivative financial liabilities groupings based on
the remaining period at the Statement of Financial Position to the
contractual maturity date. The amounts disclosed in the tables are
the contractual undiscounted cash flows and as a result, they do
not reconcile to the amounts disclosed on the Statement of
Financial Position. However, undiscounted cash flows in respect of
balances due within 12 months generally equal their carrying
amounts in the Statement of Financial Position, as the impact of
discounting is not significant. The tables include both interest
and principal flows.
Where
the interest payable is not fixed, the amount disclosed has been
determined by reference to the existing conditions at each
reporting date.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
As
of June 30, 2017
|
|
|
|
|
|
|
Trade and other
payables
|
752
|
8
|
6
|
2
|
5
|
773
|
Borrowings
(Excluding finance lease liabilities)
|
1,656
|
529
|
528
|
525
|
6,749
|
9,987
|
Finance lease
obligations
|
2
|
1
|
1
|
-
|
-
|
4
|
Derivative
financial
instruments
|
5
|
-
|
-
|
-
|
-
|
5
|
Total
year ...
|
2,415
|
538
|
535
|
527
|
6,754
|
10,769
|
As
of June 30, 2016 (recast)
|
|
|
|
|
|
|
Trade and other
payables
|
627
|
204
|
1
|
-
|
-
|
832
|
Borrowings
(Excluding finance lease liabilities)
|
3,518
|
494
|
475
|
491
|
6,760
|
11,738
|
Finance lease
obligations
|
2
|
1
|
1
|
-
|
-
|
4
|
Derivative
financial
instruments
|
3
|
-
|
-
|
-
|
-
|
3
|
Total
year ...
|
4,150
|
699
|
477
|
491
|
6,760
|
12,577
|
As
of June 30, 2015 (recast)
|
|
|
|
|
|
|
Trade and other
payables
|
447
|
11
|
3
|
-
|
-
|
461
|
Borrowings
(Excluding finance lease liabilities)
|
876
|
2,822
|
147
|
143
|
1,553
|
5,541
|
Finance lease
obligations
|
2
|
1
|
-
|
-
|
-
|
3
|
Derivative
financial
instruments
|
238
|
265
|
-
|
-
|
-
|
503
|
Total
year ...
|
1,563
|
3,099
|
150
|
143
|
1,553
|
6,508
|
(i)
Capital
risk management
The capital structure of the Group consists of
shareholders’ equity and net borrowings. The type and
maturity of the Group’s borrowings are analyzed further in
Note 22. The Group’s equity is analyzed into its various
components in the Statement of Changes in Equity.
Capital
is managed so as to promote the long-term success of the business
and to maintain sustainable returns for shareholders.
The
Group seeks to manage its capital requirements to maximize value
through the mix of debt and equity funding, while ensuring that
Group entities continue to operate as going concerns, comply with
applicable capital requirements and maintain strong credit
ratings.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
The
Group assesses the adequacy of its capital requirements, cost of
capital and gearing (i.e. debt/equity mix) as part of its broader
strategic plan. The Group continuously reviews its capital
structure to ensure that (i) sufficient funds and financing
facilities are available to implement the Group’s property
development and business acquisition strategies, (ii) adequate
financing facilities for unforeseen contingencies are maintained,
and (iii) distributions to shareholders are maintained within the
Group’s dividend distribution policy. The Group also protects
its equity in assets by obtaining appropriate insurance.
The
Group’s strategy is to maintain key financing metrics, net
debt to total equity ratio (gearing) and loan-to-value ratio (debt
ratio) to ensure that asset level performance is translated into
enhanced returns for shareholders whilst maintaining an appropriate
risk reward balance to accommodate changing financial and operating
market cycles.
The
following table details the key metrics in relation to managing its
capital structure of the Group. The levels of these metrics are
within the ranges established by the Group’s
strategy.
|
|
|
|
Gearing
ratio (i)
|
31.66%
|
29.91%
|
28.30%
|
Debt
ratio (ii)
|
29.13%
|
25.27%
|
25.31%
|
(i)
Calculated as total
of borrowings over total borrowings plus equity attributable equity
holders of the parent company.
(ii)
Calculated as total
borrowings over total properties (including trading properties,
property, plant and equipment, investment properties, farmland and
rights to receive units under barter agreements).
Property
risk
There
are several risks affecting the Group’s property investments.
The composition of the Group’s property portfolio including
asset concentration and lot size may affect liquidity and relative
property performance. The Group has a large multi-asset portfolio
and monitors its concentration and average property plot of
land size.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
A
change in trends and economic conditions causes shifts in customer
demands for properties with impact on new lettings, renewal of
existing leases and reduced rental growth. Also changes increase
risk of tenant insolvencies. The Group conducts several actions to
mitigate some of these risks whenever possible. The variety of
asset types and geographical spread as well as a diversified tenant
base, with monitoring of its concentration, helps mitigating these
risks.
The
development, administration and profitability of Shopping malls are
impacted by various factors including: the accessibility and the
attractiveness of the area where the shopping mall is located, the
intrinsic attractiveness of them, the flow of people, the level of
sales of each rental unit, the increasing competition from internet
sales, the amount of rent collected from each rental unit and the
fluctuations in occupancy levels. In the event that there is an
increase in operational costs, caused by inflation or other
factors, it could have a material adverse effect on the Group if
its tenants are unable to pay their higher rent obligations due to
the increase in expenses. Civil and Commercial Code of the Nation
provides that tenants may rescind commercial lease agreements after
the initial six months upon not less than sixty days written
notice, subject to penalties of only one-and-a-half month rent if
the tenant rescinds during the first year of the lease, and
one-month rent if the tenant rescinds during the second year of the
lease. The exercise of such rescission rights could materially and
adversely affect the Group.
Risks
associated with development properties activities include the
following: a) the potential abandonment of development
opportunities; b) construction costs exceeding original budgets,
possibly making a project uneconomical; c) occupancy rates and
rents at newly completed projects may be insufficient to make the
project profitable. On the other hand, a) the Group may not be able
to obtain project financing on favorable terms for the development
of the project; b) construction and lease-up may not be completed
on schedule, resulting in increased debt service expense and
construction costs; c) the Group may not be able to obtain, or may
delay in obtaining, all necessary zoning, land-use, building,
occupancy and other required governmental permits and
authorizations; d) preconstruction buyers may default on their
purchase contracts or units in new buildings may remain unsold upon
completion of constructions and e) prices for residential units may
be insufficient to cover development cost. The Group also takes
several actions to monitor these risks and respond appropriately
whenever it is under its control. The Group has in-house property
market research capability and development teams that monitor
development risks closely. The Group generally adopts conservative
assumptions on leasing and other variables and monitors the level
of committed future capital expenditure on development programs
relative to the level of undrawn facilities.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.2 Risk
management in the Urban Properties and investment business in
Argentina (Continued)
The
Group’s hotel properties face specific risks as well. The
success of the Group’s hotel properties will depend, in large
part, upon the Group’s ability to compete in areas such as
access, location, quality of accommodations, room rate structure
and the quality and type of services offered. The Group’s
hotels may face additional competition if other companies decide to
build new hotels or improve their existing hotels such that they
are more attractive to potential guests. In addition, their
profitability depends on (i) the Group’s ability to form
successful relationships with international operators to run the
hotels; (ii) changes in travel patterns, including seasonal
changes; and (iii) taxes and governmental regulations which
influence or determine wages, prices, interest rates, construction
procedures and costs.
4.3 Risk management of the urban properties and investment business
in the Operation Center in Israel
Given
the diversity of the activities conducted by IDBD and its
subsidiaries, and the resulting risks, IDBD manages the exposure to
its own key financial risks and those of its wholly-owned
subsidiaries (except for IDB Tourism) in conformity with a
centralized risk management policy, with the non-wholly owned IDBD
subsidiaries being responsible for establishing the risk policy,
taking action to cover market risks and managing their activities
in a decentralized way. Both IDBD as holding and each subsidiary
are responsible for managing their own financial risks in
accordance with agreed global guidelines. The Chief Financial
Officers of each entity are responsible for managing the risk
management policies and systems, the definition of hedging
strategies, insofar as applicable and based on any restriction that
may be apply as a result of financial debt, the supervision of its
implementation and the answer to such restrictions. The management
framework includes policies, procedures, limits and allowed types
of derivative financial instruments.
This
section provides a description of the principal risks related to
the operations center in Israel that could have a material adverse
effect on the IDBD’s strategy, performance, results of
operations and financial condition. The risks facing the
businesses, set out below, do not appear in any particular order of
potential materiality or probability of occurrence.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.3 Risk management of the urban
properties and investment business in the Operation Center in
Israel (Continued)
(a) Market
risk management
Foreign currency risk
Real
estate, business and/or financial activities of IDBD subsidiaries
in the operations center in Israel are developed mainly in Israeli
currency, although some operations, mostly borrowing, are expressed
in United States’ dollars, thereby exposing IDBD to a foreign
currency risk.
Net
financial position exposure to the functional currencies is managed
in a decentralized way on a case-by-case basis, by entering into
foreign currency derivative instruments and/or by borrowings in
foreign currencies, as the case may be, or by other methods
considered adequate by the Management, according to
circumstances.
As of
June 30, 2017 and 2016, the net position of financial instruments
in US Dollars, which exposes the Group to the foreign currency risk
amounts to Ps. (4,376) and Ps. (12,415), respectively. The Group
estimates that, other factors being constant, a 5% appreciation of
the US dollar against the Israeli currency would increase gain
before income tax for the year ended June 30, 2017 for an amount of
Ps. 231 (Ps. 498 loss in 2016). An equivalent depreciation would
generate an additional net loss before income tax for the fiscal
year ended June 30, 2017 of Ps. 236 (a profit of Ps. 489 in
2016).
Risk of fluctuations of the Consumer Price Index ("CPI") of
Israel
IDBD
has financial liabilities indexed by the Israeli CPI. As of the
date of this Consolidated Financial Statements, more than half of
financial liabilities arising from the center of operations in
Israel was adjusted by the Israeli CPI.
Net
financial position exposure to the Israeli CPI fluctuations is
managed in a decentralized way on a case-by-case basis, by entering
into using different derivative financial instruments, as the case
may be, or by other methods, considered adequate by the Management,
based on the to circumstances.
The
Group estimates that, other factors being constant, a 1%
appreciation of the CPI would increase loss before income tax for
the year ended June 30, 2017 and 2016 for an amount of Ps. 427 and
Ps. 415 respectively. An equivalent depreciation of the CPI would
have an equal and opposite effect on the Statement of
Income.
Interest rate risk
The
IDBD’s interest rate risk principally arises from long-term
borrowings (Note 22). Borrowings issued at floating rate expose
IDBD to cash flow interest rate risk, are partially offset by
financial assets at floating interest rate. Borrowings issued at
fixed rates expose IDBD to fair value interest rate
risk.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.3 Risk management of the urban
properties and investment business in the Operation Center in
Israel (Continued)
IDBD
manages the exposure to the interest rate risk on a dynamic basis. Various
scenarios are simulated by IDBD, taking into consideration
refinancing, renewal of existing positions, alternative financing
sources or hedging instruments, maintaining an appropriate mix
between fixed and floating rate interest bearing liabilities. The
exposure to the interest rate risk is managed in a decentralized
way and is monitored regularly by different management offices with
a view to confirming that there are no adverse effects over its
ability to meet its financial obligations and to comply with its
borrowings covenants.
As of
June 30, 2017 and 2016, the 96.6% and 95.7%, respectively, of the
Group’s long-term financial borrowings in this operations
center are at fixed interest rate, therefore, IDBD is not
significantly exposed to the interest rate fluctuation
risk.
IDBD
estimates that, other factors being constant, a 1% increase in
floating rates at year-end would increase net loss before income
tax for the year ended June 30, 2017, in Ps. 21, approximately (Ps.
27 approximately in 2016). A decrease 1 % in floating rates would
have an equal and opposite effect on the Statement of
Income.
Other price risk
IDBD is
exposed to equity securities price risk or derivative financial
instruments price risk because of investments held in entities that
are publicly traded. As indicated in Note 14, investment in Clal is
classified on the Statements of Financial Position at “fair
value through profit or loss” and represents the most
significant IDBD’s exposure to price risk. IDBD has not used
hedging against these risks.
IDBD
estimates that, other factors being constant, a 10% decrease in
quoted prices of equity securities and in derivative financial
instruments portfolio at year-end would generate a loss before
income tax for the year ended June 30, 2017 of Ps. 856. An increase
of 10% on these prices would have an equal and opposite effect in
the Statement of Income.
IDBD
regularly reviews the prices evolution of these equity securities
in order to identify significant movements.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.3 Risk management of the
urban properties and investment business in the Operation Center in
Israel (Continued)
(b)
Credit
risk management
The
credit risk arises from the potential non-performance of
contractual obligations by the parties, with a resulting financial
loss for IDBD. IDBD’s credit risk, as well as that of its
wholly-owned subsidiaries (except for IDB Tourism), is managed in a
centralized manner by IDBD. In contrast, the credit risk of the
other subsidiaries is managed in a decentralized fashion by each
subsidiary. Each entity is responsible for managing and analyzing
the credit risk and limits have been established to ensure that
IDBD deals only with approved counterparties and that counterparty
concentration risk is addressed and the risk of loss is mitigated.
Counterparty exposure is measured as the aggregate of all
obligations of any single legal entity or economic entity to
IDBD.
IDBD is
subject to credit risk arising from deposits with banks and
financial institutions, investments of surplus cash balances, the
use of derivative financial instruments and from outstanding
receivables.
Under
the policy established by IDBD’s board of directors, the
management deposits excess cash in local banks which are not
company creditors, in order to keep minimum risk values in cash
balances.
The
IDBD’s policy is to manage credit exposure to deposits,
short-term investments, and other financial instruments by
maintaining diversified funding sources in various financial
institutions. All the institutions that operate with IDBD are well
known because of their experience in the market and high credit
quality. IDBD places its cash and cash equivalents, investments,
and other financial instruments with various high credit quality
financial institutions, thus mitigating the amount of credit
exposure to any one institution. The maximum exposure to credit
risk is represented by the carrying amount of cash and cash
equivalents and short-term investments in the Statement of
Financial Position.
IDBD’s
primary objective for holding derivative financial instruments is
to manage currency exchange rate risk and interest rate risk. IDBD
generally enters into derivative transactions with
high-credit-quality counterparties and, by policy, limits the
amount of credit exposure to each counterparty. The amounts subject
to credit risk related to derivative instruments are generally
limited to the amounts, if any, by which counterparty’s
obligations exceed the obligations that IDBD has with that
counterparty. The credit risk associated with derivative financial
instruments is representing by the carrying value of the assets
positions of these instruments.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.3 Risk management of the urban
properties and investment business in the Operation Center in
Israel (Continued)
The
IDBD’s policy is to manage credit exposure to trade and other
receivables counterparties within defined trading limits. All of
IDBD’s significant counterparties have internal credit
trading limits.
Trade
receivables from investment and development property activities are
primarily derived from leases and services from Shopping malls,
offices and other rental properties; receivables from the sale of
trading properties and investment properties (primarily undeveloped
land and non-retail rental properties). IDBD has a large customer
base and is not dependent on any single customer. (Note
17).
There
is not a high credit risk concentration in trade receivables from
telecommunications and supermarket activity, as the business does
not rely on few customers and most of the transactions are paid in
cash or by credit card. (Note 17).
(c)
Liquidity
risk management
The
most important risk in the operations center in Israel is liquidity
risk, including risks associated with refinancing borrowings as
they mature, the risk that borrowing facilities are not available
to meet cash requirements, and the risk that financial assets
cannot readily be converted to cash without loss of value. Failure
to manage liquidity risks could have a material impact on the
IDBD’s cash flow and Statement of Financial Position. Prudent
liquidity risk management implies maintaining sufficient cash, the
availability of funding through an adequate amount of committed
credit facilities and the ability to close out market positions.
Due to the dynamic nature of the underlying businesses, IDBD aims
to maintain flexibility in funding its existing and prospective
debt requirements by maintaining diversified funding
sources.
IDBD
monitors its current and projected financial position using several
key internally generated reports: cash flow forecasts, debt
maturity and interest rate exposure. IDBD also undertakes
sensitivity analysis to assess the impact of proposed transactions,
movements in interest rates and changes in property values on the
key profitability, liquidity and balance sheet ratios.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.3 Risk management of the urban
properties and investment business in the Operation Center in
Israel (Continued)
The
IDBD’s debt and derivative positions are continually reviewed
to meet current and expected debt requirements. IDBD maintains a
balance between longer-term and shorter-term financings. Short-term
financing is principally raised through bank facilities and
overdraft positions. Medium- to
longer-term financing comprises public and private bond issues,
including private placements. Financing risk is spread by
using a variety of types of debt. The maturity profile is managed
in accordance with IDBD’s needs, by spreading the repayment
dates and extending facilities, as appropriate.
The
table below shows financial liabilities, including Group’s
derivative financial liabilities in the operations center Israel,
groupings based on the remaining period at the Statements of
Financial Position to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows
and as a result, they do not reconcile to the amounts disclosed on
the Statement of Financial Position.
However,
undiscounted cash flows in respect of balances due within 12 months
generally equal their carrying amounts in the Statement of
Financial Position, as the impact of discounting is not
significant. The tables include both interest and principal
flows.
When
the interest payable is not fixed, the amount disclosed has been
determined by reference to the existing conditions at the reporting
date.
As
of June 30, 2017
|
|
|
|
|
|
|
Trade and other
payables
|
16,850
|
1,584
|
692
|
-
|
-
|
19,126
|
Borrowings
|
23,733
|
18,084
|
20,837
|
13,353
|
67,537
|
143,544
|
Leases
|
10
|
5
|
5
|
5
|
-
|
25
|
Purchase
obligations
|
1,135
|
1,140
|
873
|
5
|
-
|
3,153
|
Derivative
financial instruments
|
62
|
76
|
-
|
-
|
-
|
138
|
Total year
....
|
41,790
|
20,889
|
22,407
|
13,363
|
67,537
|
165,986
|
As
of June 30, 2016
(recast)
|
|
|
|
|
|
|
Trade and other
payables
|
13,046
|
234
|
561
|
54
|
4
|
13,899
|
Borrowings
|
20,714
|
19,328
|
29,522
|
9,435
|
52,232
|
131,231
|
Leases
|
2,254
|
2,086
|
1,802
|
1,487
|
3,398
|
11,027
|
Purchase
obligations
|
1,089
|
162
|
15
|
-
|
-
|
1,266
|
Derivative
financial instruments
|
105
|
47
|
58
|
-
|
-
|
210
|
Total year
....
|
37,208
|
21,857
|
31,958
|
10,976
|
55,634
|
157,633
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
4.
Financial risk management and fair value
(Continued)
4.3 Risk management of the urban
properties and investment business in the Operation Center in
Israel (Continued)
See
Note 22 that includes a description of commitments and restrictions
related to loans and renegotiation processes under
way.
5.
Significant
judgments, key assumptions and estimates
Not all
of these significant accounting policies require management to make
subjective or complex judgments or estimates. The following section
is intended to provide an understanding of the policies that
management considers critical because of the level of complexity,
judgment or estimation involved in their application and their
impact on the Consolidated Financial Statements. These judgments
involve assumptions or estimates in respect of future events.
Actual results may differ from these estimates.
Estimation
|
Main assumptions
|
Potential implications
|
Main references
|
Business
combination - Allocation of acquisition prices
|
Assumptions
regarding timing, amount of future revenues and expenses, revenue
growth, expected rate of return, economic conditions, discount
rate, among others.
|
Should
any of the assumptions made be inaccurate the recognized
combination may not be correct.
|
Note 3
– Acquisitions and disposals
|
Recoverable
amounts of cash-generating units (even those including goodwill),
associates and assets.
|
The
discount rate and the expected growth rate before taxes – in
connection with cash-generating units.
The
discount rate and the expected growth rate after taxes – in
connection with associates.
Cash
flows are determined based on past experiences with the asset or
with similar assets and in accordance with the Group’s best
factual assumption relative to the economic conditions expected to
prevail.
Business
continuity of cash-generating units.
Appraisals
made by external appraisers and valuators with relation to the
assets’ fair value, net of realization costs (including real
estate assets).
|
Should
any of the assumptions made be inaccurate, this could lead to
differences in the recoverable values of cash-generating
units.
|
Note 11
– Property, plant and equipment
Note 13
– Intangible assets
|
Control,
joint control or significant influence
|
Judgment
relative to the determination that the Group holds an interest in
the shares of investees (considering the existence and influence of
significant potential voting rights), its right to designate
members in the executive management of such companies (usually the
Board of directors) based on the investees’ bylaws; the
composition and the rights of other shareholders of such investees
and their capacity to establish operating and financial policies
for investees or to take part in the establishment
thereof.
|
Accounting
treatment of investments as subsidiaries (consolidation) or
associates (equity method).
|
Note
2.3
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
5.
Critical accounting estimates, assumptions and
judgments (Continued)
Estimation
|
Main assumptions
|
Potential implications
|
Main references
|
Estimated
useful life of intangible assets and property, plant and
equipment
|
Estimated
useful life of assets based on their conditions.
|
Recognition
of accelerated or decelerated depreciation by comparison against
final actual earnings (losses).
|
Note 11
– Property, plant and equipment
Note 13
– Intangible assets
|
Fair
value valuation of investment properties
|
Fair
value valuation made by external appraisers and
valuators.
|
Incorrect
valuation of investment properties
|
Note 10
– Investment properties
|
Income
tax
|
The
Group estimates the income tax amount payable for transactions
where the Treasury’s Claim cannot be clearly
determined.
Additionally,
the Group evaluates the recoverability of assets due to deferred
taxes considering whether some or all of the assets will not be
recoverable.
|
Upon
the improper determination of the provision for income tax, the
Group will be bound to pay additional taxes, including fines and
compensatory and punitive interest.
|
Note 24
– Taxation
|
Allowance
for doubtful accounts
|
A
periodic review is conducted of receivables risks in the
Group’s clients’ portfolios. Bad debts based on the
expiration of account receivables and account receivables’
specific conditions.
|
Improper
recognition of charges / reimbursements of the allowance for bad
debt.
|
Note 17
– Trade and other receivables
|
Level 2
and 3 financial instruments
|
Main
assumptions used by the Group are:
● Projected
discounted income as per discount rate.
● Values determined
in accordance with the shares in equity funds on the basis of its
Financial Statements, based on fair value or investment
assessments.
● Comparable market
multiple (EV/GMV ratio).
● Underlying
asset price (market price) and share price volatility (historical)
and market interest rate (Libor rate curve).
|
Incorrect
recognition of a charge to income.
|
Note 16
– Financial instruments by category
|
Probability
estimate of contingent liabilities
|
Whether
more economic resources may be spent in relation to litigation
against the Group; such estimate is based on legal advisors’
opinions.
|
Charge
/ reversal of provision in relation to a claim.
|
Note 21
– Provisions
|
Biological
assets
|
Main
assumptions used in valuation are: yields, operating costs, selling
expenses, future of sales prices, discount rate.
|
Wrong
recognition/valuation of biological assets. See sensitivities
modeled on these parameters in Note 14.
|
Note 14
– Biological assets
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
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 component of an entity about which
separate financial information is available that is evaluated
regularly by the CODM. According to IFRS 8, the CODM represents a
function whereby strategic decisions are made and resources are
assigned. The CODM function is carried out by the President of the
Group, Mr. Eduardo S. Elsztain. In addition, and due to the
acquisition of IDBD, two responsibility levels have been
established for resource allocation and assessment of results of
the two operations centers, through executive committees in
Argentina and Israel.
Segment
information is reported from the perspective of products and
services: (i) agricultural business and (ii) urban properties and
investment business. In addition, this last segment is reported
divided from the geographic point of view in two Operations Centers
to manage its global interests: Argentina and Israel. Within each
operations center, the Group considers separately the various
activities being developed, which represent reporting operating
segments given the nature of its products, services, operations and
risks. Management believes the operating segment clustering in each
operations center reflects similar economic characteristics in each
region, as well as similar products and services offered, types of
clients and regulatory environments.
Agricultural
business:
Starting in fiscal
year 2017, the CODM reviews certain corporate expenses associated
to all of the agribusiness segments on an aggregate and separate
basis, and such expenses have been accounted for under Other
Segments and Corporate. As of June 2016 and 2015, the segment
information has been modified for comparability purposes with the
current fiscal.
In
previous and current year, the Group has changed the presentation
of the agricultural business segments which are reviewed by the
CODM for a better alignment with the current business vision and
the metrics used to such end. Previously, eight reportable segments
were considered (crops, cattle, dairy, sugarcane, agricultural
rentals and services, land transformation and sales,
agro-industrial and other segments), actually are
considered:
●
The “Land transformation and
sales” segment comprises
gains from the disposal and development of farmlands
activities.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
●
The "Agricultural
production" segment consists of
planting, harvesting and sale of crops as wheat, corn, soybeans,
cotton and sunflowers; breeding, purchasing and/or fattening of
free-range cattle for sale to slaughterhouses and local livestock
auction markets; breeding and/or purchasing dairy cows for the
production of raw milk for sale to local milk and milk-related
products producers; agricultural services; leasing of the Group's
farms to third parties; and planting, harvesting and sale of
sugarcane.
●
The "Other segments and
corporate" includes,
principally, slaughtering and processing in the meat refrigeration
plant; and brokerage activities, among others. In addition,
includes corporate expenses related to agricultural
business.
The
amounts corresponding to the fiscal year ended June 30, 2016 and
2015, have been retroactively adjusted to reflect changes in
segment information.
Urban
properties and investments:
● Operations
Center in Argentina
Within
this operations center, the Group operates in the following
segments:
o
The
“Shopping malls”
segment includes the assets and operating results of the activity
of shopping malls portfolio principally comprised of lease and
service revenues related to rental of commercial space and other
spaces in the shopping malls of the Group.
o
The
“Offices and
others” segment includes the assets and operating
results from lease revenues of offices and other rental space and
other service revenues related to the office
activities.
o
The
“Sales and
developments” segment includes the assets and
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 sales of real property intended for rent, sales of
hotels and other properties included in the International
segment.
o
The "Hotels" segment includes the operating
results of hotels mainly comprised of room, catering and restaurant
revenues.
o
The
“International”
segment includes assets and operating profit or loss from business
related to associates Condor and Lipstick. Through these
associates, the Group derives revenue from hotels and an office
building in USA, respectively. Until September 30, 2014, this
segment included revenues from a subsidiary that owned the building
located at 183 Madison Ave in New York, USA, which was sold that
date. Additionally, until October 11, 2015, this international
segment included results from the investment in IDBD carried at
fair value.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
o
The
“Financial operations,
Corporate and others” segment primarily includes the
financial activities carried out by BHSA and Tarshop, and other
residual financial operations and corporate expenses related to the
Operations center in Argentina.
The
CODM periodically reviews the results and certain asset categories
and assesses performance of the operating segments corresponding to
the agricultural business and urban properties and investment
business of the operations center Argentina based on a measure of
profit or loss of the segment composed by the operating income plus
the equity in earnings of joint ventures and associates. The
valuation criteria used in preparing this information are
consistent with IFRS standards used for the preparation of the
Financial Statements, except for the following:
●
Operating results
from joint ventures: Cresca, Cyrsa S.A., NPSF, Puerto Retiro,
Baicom, Networks S.A. and Quality are evaluated by the CODM
applying proportional consolidation method. Under this method the
income/loss generated and assets, are reported in the Statement of
Income line-by-line based on the percentage held in joint ventures
rather than in a single item as required by IFRS. Management
believes that the proportional consolidation method provides more
useful information to understand the business return. On the other
hand, the investment in the joint venture La Rural S.A. is
accounted for under the equity method since this method is
considered to provide more accurate information in this
case.
●
Operating results
from Shopping malls and offices do not include the amounts
pertaining to building administration expenses and collective
promotion funds ("FPC", as per its Spanish acronym) as well as
total recovered costs, whether by way of expenses or other concepts
included under financial results (for example default interest and
other concepts). The CODM examines the net amount from these items
(total surplus or deficit between building administration expenses
and FPC and recoverable expenses).
Starting in fiscal
year 2017, the CODM reviews certain corporate expenses associated
to all segments of the operations center in Argentina on an
aggregate and separate basis, and such expenses have been accounted
for under Financial
operations, Corporate and others. As of June 2016 and 2015, the
segment information has been restrospectively recast for
comparability purposes.
The
assets’ categories examined by the CODM are: investment
properties, property, plant and equipment, trading properties,
inventories, right to receive future units under barter agreements,
investment in associates and goodwill. The sum of these assets,
classified by business segment, is reported under “assets by
segment”. Assets are allocated to each segment based on the
operations and/or their physical location.
Within
the operations center in Argentina, most revenue from its operating
segments is derived from, and their assets are located in,
Argentina, except for earnings of associates included in the
“International” segment located in USA.
Revenues for each
reporting segments derive from a large and diverse client base and,
therefore, there is no revenue concentration in any particular
segment.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
● Operations
Center in Israel:
Within
this operations center, the Group operates in the following
segments:
o
The
“Real Estate”
segment includes mainly assets and operating income derived from
business related to the subsidiary PBC. Through PBC, the Group
operates rental properties and residential properties in Israel,
USA and other parts of the world and carries out commercial
projects in Las Vegas, USA.
o
The
“Supermarkets”
segment includes assets and operating income derived from the
business related to the subsidiary Shufersal. Through Shufersal,
the Group mainly operates a supermarket chain in
Israel.
o
The
“Telecommunications” segment
includes assets and operating income derived from the business
related to the subsidiary Cellcom. Cellcom is a provider of
telecommunication services and its main activities include the
provision of mobile phone services, fixed line phone services, data
and Internet, among others.
o
The "Insurance" segment includes the
investment in Clal. This company is one of the most important
insurance groups in Israel, and is mainly engaged in pension and
social security insurance, among others. As indicated in Note 18,
the Group does not have control over Clal; therefore, the business
is not consolidated on a line-by-line basis but rather reported in
a single line as a financial asset held for sale and valued at fair
value, as required by the IFRS.
o
The "Others" segment includes the assets and
income derived from other diverse business activities, such as
technological developments, tourism, gas and oil assets,
electronics, and others.
As
stated in Notes 35 and 36 to these Financial Statements, Adama,
Israir and Open Sky are presented within discontinued operations,
therefore the Group has ceased to present the following segments:
(i) Agrochemicals (Adama) and (ii) Tourism (previously included
within “Others” segments).
The
CODM periodically reviews the results and certain asset categories
and assesses performance of operating segments of this operations
center based on a measure of profit or loss of the segment composed
by the operating income plus the equity in earnings of joint
ventures and associates. The valuation criteria used in preparing
this information are consistent with IFRS standards used for the
preparation of the Consolidated Financial Statements.
As
stated under Note 2, the Group decided to consolidate income
derived from its operations center in Israel with a three month
lag, as adjusted for the effects of significant transactions;
hence, IDBD’s results for the period extending from October
11, 2015 (acquisition date) through March 31, 2016 are included in
sunder comprehensive income of the Group for the fiscal year ended
June 30, 2016.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
For the
fiscal year ended June 30, 2017, the group consolidated twelve
month worth of income from the Israel Operations Center,
maintaining the three month lag and adjusting for the effects of
material transactions.
Goods
and services exchanged between segments are calculated on the basis
of market prices. Intercompany transactions between segments, if
any, are eliminated.
As to
business segments involving the urban properties and investments
business from the operations center in Argentina where the CODM
evaluated assets under the proportional consolidation method, each
reported asset includes the proportional share of the Group in the
same class of assets of the associates and/or joint ventures. Only
as an example, the investment properties amount reported to the
CODM includes (i) the investment property balance as per the
Statement of Financial Position plus (ii) the Group’s share
in the balances of investment properties of joint
ventures.
Within
the agricultural business, most revenue from its operating segments
are generated from, and their assets are located in Argentina and
Brazil, mainly.
Within
the urban properties and investment business in the operations
center in Argentina, most revenue from its operating segments are
generated from, and their assets are located in Argentina, except
for earnings of associates included in the
“International” segment located in USA.
Within
the urban properties and investment business in the operations
center in Israel, most revenue from its operating segments are
derived from and their assets are located in Israel, except for
certain earnings from the Real Estate segment which are generated
from activities outside Israel, mainly in USA.
Within
the agricultural business and the urban properties and investments
business from the operations center in Argentina, the assets
categories reviewed by the CODM are: investment properties,
property, plant and equipment, trading properties, inventories,
biological assets, right to receive future units under barter
agreements, investment in joint ventures and associates and
goodwill. The aggregate of these assets, classified by business
segment, are disclosed as “segment assets”. Assets are
allocated to each segment based on the operations and/or their
physical location.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
Below
is a summarized analysis of the lines of business of the Group for
the year ended June 30, 2017:
|
Agricultural
business
(I)
|
Urban
properties and investments business
(II)
|
|
|
|
Operations Center in Argentina
|
Operations Center in Israel
|
|
|
Revenues
|
3,919
|
4,311
|
68,422
|
72,733
|
76,652
|
Costs
|
(5,477)
|
(911)
|
(49,110)
|
(50,021)
|
(55,498)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
2,185
|
-
|
-
|
-
|
2,185
|
Changes in the net
realizable value of agricultural products after
harvest
|
(74)
|
-
|
-
|
-
|
(74)
|
Gross
profit
|
553
|
3,400
|
19,312
|
22,712
|
23,265
|
Gain from disposal
of farmlands
|
280
|
-
|
-
|
-
|
280
|
Net gain from fair
value adjustment of investment properties
|
331
|
4,488
|
374
|
4,862
|
5,193
|
General and
administrative expenses
|
(364)
|
(773)
|
(3,135)
|
(3,908)
|
(4,272)
|
Selling
expenses
|
(509)
|
(355)
|
(13,093)
|
(13,448)
|
(13,957)
|
Management
fees
|
(10)
|
(118)
|
(72)
|
(190)
|
(200)
|
Other operating
results, net
|
108
|
(67)
|
(196)
|
(263)
|
(155)
|
Profit
from operations
|
389
|
6,575
|
3,190
|
9,765
|
10,154
|
Share of profit /
(loss) of joint ventures and associates
|
8
|
(95)
|
105
|
10
|
18
|
Segment
profit
|
397
|
6,480
|
3,295
|
9,775
|
10,172
|
|
|
|
|
|
|
Investment
properties
|
304
|
41,206
|
-
|
41,206
|
41,510
|
Property, plant and
equipment
|
4,640
|
267
|
-
|
267
|
4,907
|
Trading
properties
|
-
|
588
|
-
|
588
|
588
|
Goodwill
|
14
|
51
|
-
|
51
|
65
|
Rights to receive
future units under barter agreements
|
-
|
47
|
-
|
47
|
47
|
Biological
assets
|
1,230
|
-
|
-
|
-
|
1,230
|
Inventories
|
776
|
34
|
-
|
34
|
810
|
Investment in joint
ventures and associates
|
49
|
2,719
|
-
|
2,719
|
2,768
|
Operating assets
from Operations Center in Israel
|
-
|
-
|
178,964
|
178,964
|
178,964
|
Total
segment assets
|
7,013
|
44,912
|
178,964
|
223,876
|
230,889
|
|
|
|
|
|
|
Operating
liabilities from Operations Center in Israel
|
-
|
-
|
155,235
|
155,235
|
155,235
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
Below
is a summarized analysis of the lines of business of the Group for
the year ended June 30, 2016 (recast):
|
Agricultural
business
(I)
|
Urban
properties and investments business
(II)
|
|
|
|
Operations Center in Argentina
|
Operations Center in Israel
|
|
|
Revenues
|
2,912
|
3,284
|
27,077
|
30,361
|
33,273
|
Costs
|
(3,814)
|
(659)
|
(19,252)
|
(19,911)
|
(23,725)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
1,696
|
-
|
-
|
-
|
1,696
|
Changes in the net
realizable value of agricultural products after
harvest
|
208
|
-
|
-
|
-
|
208
|
Gross
profit
|
1,002
|
2,625
|
7,825
|
10,450
|
11,452
|
Loss from disposal
of farmlands
|
(2)
|
-
|
-
|
-
|
(2)
|
Net gain / (loss)
from changes in the fair value of investment
properties
|
22
|
18,167
|
(271)
|
17,896
|
17,918
|
General and
administrative expenses
|
(270)
|
(600)
|
(1,293)
|
(1,893)
|
(2,163)
|
Selling
expenses
|
(338)
|
(264)
|
(5,442)
|
(5,706)
|
(6,044)
|
Management
fees
|
(11)
|
(501)
|
(22)
|
(523)
|
(534)
|
Other operating
results, net
|
(70)
|
(12)
|
(32)
|
(44)
|
(114)
|
Profit
from operations
|
333
|
19,415
|
765
|
20,180
|
20,513
|
Share of profit /
(loss) of joint ventures and associates
|
23
|
127
|
123
|
250
|
273
|
Segment
profit
|
356
|
19,542
|
888
|
20,430
|
20,786
|
|
|
|
|
|
|
Investment
properties
|
103
|
36,159
|
|
36,159
|
36,262
|
Property, plant and
equipment
|
3,247
|
238
|
-
|
238
|
3,485
|
Trading
properties
|
-
|
599
|
-
|
599
|
599
|
Goodwill
|
10
|
24
|
-
|
24
|
34
|
Rights to receive
future units under barter agreements
|
-
|
90
|
-
|
90
|
90
|
Biological
assets
|
1,061
|
-
|
-
|
-
|
1,061
|
Inventories
|
660
|
28
|
-
|
28
|
688
|
Investment in joint
ventures and associates
|
54
|
1,967
|
-
|
1,967
|
2,021
|
Operating assets
from Operations Center in Israel
|
-
|
-
|
147,470
|
147,470
|
147,470
|
Total
segment assets
|
5,135
|
39,105
|
147,470
|
186,575
|
191,710
|
|
|
|
|
|
|
Operating
liabilities from Operations Center in Israel
|
-
|
-
|
132,989
|
132,989
|
132,989
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
Below
is a summarized analysis of the lines of business of the Group for
the year ended June 30, 2015 (recast):
|
Agricultural
business
(I)
|
Urban
properties and investments business
(II)
|
|
|
|
Operations Center in Argentina
|
|
Revenues
|
2,395
|
2,547
|
4,942
|
Costs
|
(3,411)
|
(482)
|
(3,893)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
1,370
|
-
|
1,370
|
Changes
in the net realizable value of agricultural products after
harvest
|
(34)
|
-
|
(34)
|
Gross
profit
|
320
|
2,065
|
2,385
|
Gain from disposal
of farmlands
|
570
|
-
|
570
|
Net gain from fair
value adjustment of investment properties
|
129
|
3,974
|
4,103
|
General and
administrative expenses
|
(212)
|
(402)
|
(614)
|
Selling
expenses
|
(286)
|
(195)
|
(481)
|
Management
fees
|
(16)
|
(129)
|
(145)
|
Other
operating results, net
|
(19)
|
33
|
14
|
Profit
from operations
|
486
|
5,346
|
5,832
|
Share
of profit / (loss) of joint ventures and associates
|
1
|
(860)
|
(859)
|
Segment
profit
|
487
|
4,486
|
4,973
|
|
|
|
|
Investment
properties
|
335
|
19,364
|
19,699
|
Property, plant and
equipment
|
2,326
|
251
|
2,577
|
Trading
properties
|
-
|
150
|
150
|
Goodwill
|
8
|
25
|
33
|
Rights to receive
future units under barter agreements
|
-
|
90
|
90
|
Biological
assets
|
534
|
-
|
534
|
Inventories
|
496
|
23
|
519
|
Interests in joint
ventures and associates
|
33
|
2,972
|
3,005
|
Total
segment assets
|
3,732
|
22,875
|
26,607
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
(I)
Agriculture line of business:
The
following tables present the reportable segments of the agriculture
line of business:
|
|
|
|
Land
transformation
and
sales
|
|
Total
Agricultural
business
(i)
|
Revenues
|
2,196
|
-
|
1,723
|
3,919
|
Costs
|
(3,867)
|
(11)
|
(1,599)
|
(5,477)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
2,185
|
-
|
-
|
2,185
|
Changes in the net
realizable value of agricultural products after
harvest
|
(74)
|
-
|
-
|
(74)
|
Gross
Profit / (loss)
|
440
|
(11)
|
124
|
553
|
Gain from disposal
of farmlands
|
-
|
280
|
-
|
280
|
Net gain from fair
value adjustment of investment properties
|
-
|
331
|
-
|
331
|
General and
administrative expenses
|
(254)
|
(1)
|
(109)
|
(364)
|
Selling
expenses
|
(370)
|
-
|
(139)
|
(509)
|
Management
fees
|
-
|
(10)
|
-
|
(10)
|
Other operating
results, net
|
99
|
-
|
9
|
108
|
(Loss)
/ Profit from operations
|
(85)
|
589
|
(115)
|
389
|
Share of profit /
(loss) of associates
|
12
|
-
|
(4)
|
8
|
Segment
(loss) / profit
|
(73)
|
589
|
(119)
|
397
|
|
|
|
|
|
Investment
properties
|
304
|
-
|
-
|
304
|
Property, plant and
equipment
|
4,531
|
12
|
97
|
4,640
|
Goodwill
|
13
|
-
|
1
|
14
|
Biological
assets
|
1,230
|
-
|
-
|
1,230
|
Inventories
|
537
|
-
|
239
|
776
|
Investments in
associates
|
45
|
-
|
4
|
49
|
Total
segment assets (ii)
|
6,660
|
12
|
341
|
7,013
|
(i)
From all of the
Group’s revenues corresponding to Agricultural Business, Ps.
3,039 are originated in Argentina and Ps. 880 in other countries,
principally in Brazil for Ps. 742.
(ii)
From all of the
Group’s assets included in the segment corresponding to
Agricultural Business, Ps. 2,554 are located in Argentina and Ps.
4,459 in other countries, principally in Brazil for Ps.
3,351.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
|
|
|
|
Land
transformation
and
sales
|
|
Total
Agricultural
business
(i)
|
Revenues
|
1,765
|
-
|
1,147
|
2,912
|
Costs
|
(2,740)
|
(9)
|
(1,065)
|
(3,814)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
1,696
|
-
|
-
|
1,696
|
Changes in the net
realizable value of agricultural products after
harvest
|
208
|
-
|
-
|
208
|
Gross
Profit / (loss)
|
929
|
(9)
|
82
|
1,002
|
Loss from disposal
of farmlands
|
-
|
(2)
|
-
|
(2)
|
Net gain from fair
value adjustment of investment properties
|
-
|
22
|
-
|
22
|
General and
administrative expenses
|
(185)
|
(1)
|
(84)
|
(270)
|
Selling
expenses
|
(248)
|
-
|
(90)
|
(338)
|
Management
fees
|
(11)
|
-
|
-
|
(11)
|
Other operating
results, net
|
(72)
|
-
|
2
|
(70)
|
Profit
/ (Loss) from operations
|
413
|
10
|
(90)
|
333
|
Share of profit /
(loss) of associates
|
26
|
-
|
(3)
|
23
|
Segment
Profit / (loss)
|
439
|
10
|
(93)
|
356
|
|
|
|
|
|
Investment
properties
|
103-
|
-
|
-
|
103
|
Property, plant and
equipment
|
3,187
|
18
|
42
|
3,247
|
Goodwill
|
10
|
-
|
-
|
10
|
Biological
assets
|
1,061
|
-
|
-
|
1,061
|
Inventories
|
499
|
-
|
161
|
660
|
Investments in
associates
|
54
|
-
|
-
|
54
|
Total
segment assets (ii)
|
4,914
|
18
|
203
|
5,135
|
(i)
From all of the
Group’s revenues corresponding to Agricultural Business, Ps.
2,212 are originated in Argentina and Ps. 700 in other countries,
principally in Brazil for Ps. 503.
(ii)
From all of the
Group’s assets included in the segment corresponding to
Agricultural Business, Ps. 2,344 are located in Argentina and Ps.
2,791 in other countries, principally in Brazil for Ps.
1,715.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
|
|
|
|
Land
transformation
and
sales
|
|
Total
Agricultural
business
(i)
|
Revenues
|
1,461
|
-
|
934
|
2,395
|
Costs
|
(2,558)
|
(9)
|
(844)
|
(3,411)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
1,370
|
-
|
-
|
1,370
|
Changes in the net
realizable value of agricultural products after
harvest
|
(34)
|
-
|
-
|
(34)
|
Gross
Profit / (loss)
|
239
|
(9)
|
90
|
320
|
Gain from disposal
of farmlands
|
-
|
570
|
-
|
570
|
Net gain from fair
value adjustment of investment properties
|
-
|
129
|
-
|
129
|
General and
administrative expenses
|
(162)
|
(2)
|
(48)
|
(212)
|
Selling
expenses
|
(194)
|
(2)
|
(90)
|
(286)
|
Management
fees
|
-
|
(16)
|
-
|
(16)
|
Other operating
results, net
|
(15)
|
(5)
|
1
|
(19)
|
(Loss)
/ Profit from operations
|
(132)
|
665
|
(47)
|
486
|
Share of profit of
associates
|
1
|
-
|
-
|
1
|
Segment
(loss) / profit
|
(131)
|
665
|
(47)
|
487
|
|
|
|
|
|
Investment
properties
|
335
|
-
|
-33
|
335
|
Property, plant and
equipment
|
2,279
|
17
|
30
|
2,326
|
Goodwill
|
7
|
-
|
1
|
8
|
Biological
assets
|
533
|
-
|
1
|
534
|
Inventories
|
370
|
-
|
126
|
496
|
Investments in
associates
|
33
|
-
|
-
|
33
|
Total
segment assets (ii)
|
3,557
|
17
|
158
|
3,732
|
(i)
From all of the
Group’s revenues corresponding to Agricultural Business, Ps.
1,679 are originated in Argentina and Ps. 716 in other countries,
principally in Brazil for Ps. 578.
(ii)
From all of the
Group’s assets included in the segment corresponding to
Agricultural Business, Ps. 1,628 are located in Argentina and Ps.
2,104 in other countries, principally in Brazil for Ps.
1,392.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
(II)
Urban properties and investments line of business
The
following tables present the reportable segments from the
Operations Center in Argentina:
|
|
|
|
|
|
|
|
Financial
operations, Corporate
and
others
|
|
Revenues
(i)
|
3,043
|
443
|
99
|
725
|
-
|
1
|
4,311
|
Costs
|
(350)
|
(33)
|
(43)
|
(485)
|
-
|
-
|
(911)
|
Gross
profit
|
2,693
|
410
|
56
|
240
|
-
|
1
|
3,400
|
Net gain from fair
value adjustment of investment properties
|
2,068
|
1,571
|
849
|
-
|
-
|
-
|
4,488
|
General and
administrative expenses
|
(261)
|
(33)
|
(32)
|
(135)
|
(78)
|
(234)
|
(773)
|
Selling
expenses
|
(188)
|
(34)
|
(16)
|
(95)
|
-
|
(22)
|
(355)
|
Management
fees
|
(77)
|
(29)
|
(12)
|
-
|
-
|
-
|
(118)
|
Other operating
results, net
|
(59)
|
4
|
(35)
|
(2)
|
27
|
(2)
|
(67)
|
Profit
/ (Loss) from operations
|
4,176
|
1,889
|
810
|
8
|
(51)
|
(257)
|
6,575
|
Share of profit /
(loss) of joint ventures and associates
|
-
|
-
|
14
|
-
|
(196)
|
87
|
(95)
|
Segment
profit / (loss)
|
4,176
|
1,889
|
824
|
8
|
(247)
|
(170)
|
6,480
|
|
|
|
|
|
|
|
|
Investment
properties
|
28,799
|
7,668
|
4,739
|
-
|
-
|
-
|
41,206
|
Property, plant and
equipment
|
55
|
42
|
-
|
168
|
2
|
-
|
267
|
Trading
properties
|
1
|
-
|
587
|
-
|
-
|
-
|
588
|
Goodwill
|
8
|
38
|
5
|
-
|
-
|
-
|
51
|
Rights to receive
future units under barter agreements
|
-
|
-
|
47
|
-
|
-
|
-
|
47
|
Inventories
|
23
|
1
|
-
|
10
|
-
|
-
|
34
|
Investment in joint
ventures and associates
|
-
|
113
|
95
|
-
|
570
|
1,941
|
2,719
|
Total
segment assets (ii)
|
28,886
|
7,862
|
5,473
|
178
|
572
|
1,941
|
44,912
|
(i)
From all the
Group's revenues corresponding to the urban properties and
investment business of the Operations Center in Argentina, 100% are
originated in Argentina. No external client represents 10% or more
of revenue of any of the reportable segments.
(ii)
From all of the
Group's assets included in the segment corresponding to the urban
properties and investment business of the operations Center in
Argentina, Ps. 44,150 are located in Argentina and Ps. 762 in other
countries, principally in USA for Ps. 570 and Uruguay for Ps. 192,
respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
The
following tables present the reportable segments from the
Operations Center in Argentina:
|
|
|
|
|
|
|
|
Financial
operations, Corporate
and
others
|
|
Revenues
(i)
|
2,406
|
340
|
3
|
534
|
-
|
1
|
3,284
|
Costs
|
(256)
|
(21)
|
(20)
|
(362)
|
-
|
-
|
(659)
|
Gross
profit / (loss)
|
2,150
|
319
|
(17)
|
172
|
-
|
1
|
2,625
|
Net gain from fair
value adjustment of investment properties
|
16,132
|
1,262
|
773
|
-
|
-
|
-
|
18,167
|
General and
administrative expenses
|
(179)
|
(24)
|
(23)
|
(103)
|
(91)
|
(180)
|
(600)
|
Selling
expenses
|
(145)
|
(8)
|
(23)
|
(69)
|
-
|
(19)
|
(264)
|
Management
fees
|
(444)
|
(39)
|
(17)
|
-
|
(1)
|
-
|
(501)
|
Other operating
results, net
|
(63)
|
(6)
|
(34)
|
(2)
|
92
|
1
|
(12)
|
Profit
/ (Loss) from operations
|
17,451
|
1,504
|
659
|
(2)
|
-
|
(197)
|
19,415
|
Share of profit /
(loss) of joint ventures and associates
|
-
|
21
|
5
|
-
|
(130)
|
231
|
127
|
Segment
Profit / (Loss)
|
17,451
|
1,525
|
664
|
(2)
|
(130)
|
34
|
19,542
|
|
|
|
|
|
|
|
|
Investment
properties
|
26,613
|
5,786
|
3,760
|
-
|
-
|
-
|
36,159
|
Property, plant and
equipment
|
49
|
19
|
2
|
166
|
2
|
-
|
238
|
Trading
properties
|
1
|
-
|
598
|
-
|
-
|
-
|
599
|
Goodwill
|
14
|
6
|
4
|
-
|
-
|
-
|
24
|
Rights to receive
future units under barter agreements
|
-
|
-
|
90
|
-
|
-
|
-
|
90
|
Inventories
|
19
|
-
|
1
|
8
|
-
|
-
|
28
|
Investment in joint
ventures and associates
|
-
|
59
|
62
|
-
|
143
|
1,703
|
1,967
|
Total
segment assets (ii)
|
26,696
|
5,870
|
4,517
|
174
|
145
|
1,703
|
39,105
|
(i)
From all the
Group's revenues corresponding to the urban properties and
investment business of the Operations Center in Argentina, 100% are
originated in Argentina. No external client represents 10% or more
of revenue of any of the reportable segments.
(ii)
From all of the
Group's assets included in the segment corresponding to the urban
properties and investment business of the operations Center in
Argentina, Ps. 38,804 are located in Argentina and Ps. 303 in other
countries, principally in USA for Ps. 145 and Uruguay for Ps. 158,
respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6. Segment information
(Continued)
|
|
|
|
|
|
|
|
Financial
operations, Corporate
and
others
|
|
Revenues
(i)
|
1,778
|
333
|
14
|
396
|
26
|
-
|
2,547
|
Costs
|
(164)
|
(13)
|
(19)
|
(279)
|
(7)
|
-
|
(482)
|
Gross
profit / (loss)
|
1,614
|
320
|
(5)
|
117
|
19
|
-
|
2,065
|
Net gain from fair
value adjustment of investment properties
|
729
|
1,842
|
1,403
|
-
|
-
|
|
3,974
|
General and
administrative expenses
|
(135)
|
(59)
|
(50)
|
(78)
|
(56)
|
(24)
|
(402)
|
Selling
expenses
|
(113)
|
(21)
|
(9)
|
(52)
|
-
|
-
|
(195)
|
Management
fees
|
(48)
|
(46)
|
(31)
|
-
|
(4)
|
|
(129)
|
Other operating
results, net
|
(49)
|
(118)
|
(13)
|
-
|
215
|
(2)
|
33
|
Profit
/ (Loss) from operations
|
1,998
|
1,918
|
1,295
|
(13)
|
174
|
(26)
|
5,346
|
Share of profit /
(loss) of joint ventures and associates
|
-
|
5
|
(2)
|
1
|
(1,022)
|
158
|
(860)
|
Segment
profit / (loss)
|
1,998
|
1,923
|
1,293
|
(12)
|
(848)
|
132
|
4,486
|
|
|
|
|
|
|
|
|
Investment
properties
|
10,415
|
5,460
|
3,489
|
-
|
-
|
-
|
19,364
|
Property, plant and
equipment
|
48
|
26
|
1
|
175
|
1
|
-
|
251
|
Trading
properties
|
1
|
-
|
149
|
-
|
-
|
-
|
150
|
Goodwill
|
14
|
6
|
5
|
-
|
-
|
-
|
25
|
Rights to receive
future units under barter agreements
|
-
|
-
|
90
|
-
|
-
|
-
|
90
|
Inventories
|
16
|
-
|
-
|
7
|
-
|
-
|
23
|
Investment in joint
ventures and associates
|
-
|
43
|
47
|
-
|
1,478
|
1,404
|
2,972
|
Total
segment assets (ii)
|
10,494
|
5,535
|
3,781
|
182
|
1,479
|
1,404
|
22,875
|
(i)
From all the
Group's revenues corresponding to the urban properties and
investment business of the Operations Center in Argentina, Ps.
2,521 are originated in Argentina and Ps. 26 in USA. No external
client represents 10% or more of revenue of any of the reportable
segments.
(ii)
From all of the
Group's assets included in the segment corresponding to the urban
properties and investment business of the Operations Center in
Argentina, Ps. 21,290 are located in Argentina and Ps. 1,585 in
other countries, principally in USA for Ps. 1,479 and Uruguay for
Ps. 106, respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
6. Segment information
(Continued)
The
following table presents the reportable segments of the Operations
Center in Israel:
|
|
|
|
|
|
|
|
|
Revenues
|
4,918
|
47,277
|
15,964
|
-
|
263
|
68,422
|
Costs
|
(2,333)
|
(35,432)
|
(11,183)
|
-
|
(162)
|
(49,110)
|
Gross
profit
|
2,585
|
11,845
|
4,781
|
-
|
101
|
19,312
|
Net gain from fair
value adjustment of investment properties
|
374
|
-
|
-
|
-
|
-
|
374
|
General and
administrative expenses
|
(290)
|
(627)
|
(1,592)
|
-
|
(626)
|
(3,135)
|
Selling
expenses
|
(91)
|
(9,517)
|
(3,406)
|
-
|
(79)
|
(13,093)
|
Management
fees
|
(42)
|
(30)
|
-
|
-
|
-
|
(72)
|
Other operating
results
|
46
|
(52)
|
(36)
|
-
|
(154)
|
(196)
|
Profit
/ (loss) from operations
|
2,582
|
1,619
|
(253)
|
-
|
(758)
|
3,190
|
Share of profit /
(loss) of joint ventures and associates
|
46
|
75
|
-
|
-
|
(16)
|
105
|
Segment
profit / (loss)
|
2,628
|
1,694
|
(253)
|
-
|
(774)
|
3,295
|
|
|
|
|
|
|
|
Operating
assets
|
79,427
|
38,521
|
31,648
|
8,562
|
20,806
|
178,964
|
Operating
liabilities
|
(64,100)
|
(29,239)
|
(25,032)
|
-
|
(36,864)
|
(155,235)
|
|
15,327
|
9,282
|
6,616
|
8,562
|
(16,058)
|
23,729
|
From
all revenues corresponding to the Operations Center in Israel, Ps.
1,102 are originated in USA and Ps. 67,320 in Israel. No external
client represents 10% or more of the revenue of any of the
reportable segments.
From
all assets corresponding to the Operations Center in Israel
segments, Ps. 20,176 are located in USA, Ps. 3,678 in India and the
remaining are located in Israel.
|
|
|
|
|
|
|
|
|
Revenues
|
1,538
|
18,610
|
6,655
|
-
|
274
|
27,077
|
Costs
|
(467)
|
(14,076)
|
(4,525)
|
-
|
(184)
|
(19,252)
|
Gross
profit
|
1,071
|
4,534
|
2,130
|
-
|
90
|
7,825
|
Net loss from
changes in fair value of investment properties
|
(271)
|
-
|
-
|
-
|
-
|
(271)
|
General and
administrative expenses
|
(100)
|
(203)
|
(708)
|
-
|
(282)
|
(1,293)
|
Selling
expenses
|
(29)
|
(3,907)
|
(1,493)
|
-
|
(13)
|
(5,442)
|
Management
fees
|
(12)
|
(10)
|
-
|
-
|
-
|
(22)
|
Other operating
results, net
|
(19)
|
(13)
|
-
|
-
|
-
|
(32)
|
Profit
/ (loss) from operations
|
640
|
401
|
(71)
|
-
|
(205)
|
765
|
Share of profit /
(loss) of joint ventures and associates
|
226
|
-
|
-
|
-
|
(103)
|
123
|
Segment
profit / (loss)
|
866
|
401
|
(71)
|
-
|
(308)
|
888
|
|
|
|
|
|
|
|
Operating
assets
|
60,678
|
29,440
|
27,345
|
4,602
|
25,405
|
147,470
|
Operating
liabilities
|
(49,576)
|
(23,614)
|
(21,657)
|
-
|
(38,142)
|
(132,989)
|
|
11,102
|
5,826
|
5,688
|
4,602
|
(12,737)
|
14,481
|
From
all revenues corresponding to the Operations Center in Israel, Ps.
512 are originated in USA and Ps. 26,565 in Israel. No external
client represents 10% or more of the revenue of any of the
reportable segments.
From
all assets corresponding to the Operations Center in Israel
segments, Ps.14,070 are located in USA, Ps. 786 in India and the
remaining are located in Israel.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
The
following tables present a reconciliation between the total results
of operations as per the segment information and the profit from
operation as per the Statement 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.
|
|
|
Total
segment
information
|
Adjustment
for share of profit / (loss) of joint ventures
|
Expenses
and collective promotion funds
|
Adjustment
to income / (operations) for elimination of
intersegment
transactions
|
Total
Statement
of Income
|
Revenues
|
76,652
|
(72)
|
1,490
|
(152)
|
77,918
|
Costs
|
(55,498)
|
60
|
(1,517)
|
140
|
(56,815)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
2,185
|
(9)
|
-
|
-
|
2,176
|
Changes
in the net realizable value of agricultural products after
harvest
|
(74)
|
-
|
-
|
-
|
(74)
|
Gross
profit / (loss)
|
23,265
|
(21)
|
(27)
|
(12)
|
23,205
|
Gain from disposal
of farmlands
|
280
|
-
|
-
|
-
|
280
|
Net gain / (loss)
from changes in fair value of investment properties
|
5,193
|
(192)
|
-
|
-
|
5,001
|
General and
administrative expenses
|
(4,272)
|
7
|
-
|
8
|
(4,257)
|
Selling
expenses
|
(13,957)
|
7
|
-
|
4
|
(13,946)
|
Management
fees
|
(200)
|
-
|
-
|
-
|
(200)
|
Other
operating results, net
|
(155)
|
(5)
|
-
|
2
|
(158)
|
Profit
/ (Loss) from operations before share of Profit / (Loss) of joint
ventures and associates
|
10,154
|
(204)
|
(27)
|
2
|
9,925
|
Share
of profit of joint ventures and associates
|
18
|
154
|
-
|
-
|
172
|
Profit
/ (loss) from operations before financing and
taxation
|
10,172
|
(50)
|
(27)
|
2
|
10,097
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
|
|
|
Total
segment
information
|
Adjustment
for share of profit / (loss) of joint ventures
|
Expenses
and
collective promotion funds
|
Adjustment
to income for elimination of
intersegment
transactions
|
Total
Statement
of Income
|
Revenues
|
33,273
|
(89)
|
1,194
|
(146)
|
34,232
|
Costs
|
(23,725)
|
105
|
(1,207)
|
146
|
(24,681)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
1,696
|
(57)
|
-
|
-
|
1,639
|
Changes
in net realizable value of agricultural products after
harvest
|
208
|
-
|
-
|
-
|
208
|
Gross
profit / (loss)
|
11,452
|
(41)
|
(13)
|
-
|
11,398
|
Loss from disposal
of farmlands
|
(2)
|
-
|
-
|
-
|
(2)
|
Net gain / (loss)
from changes in fair value of investment properties
|
17,918
|
(379)
|
-
|
-
|
17,539
|
General and
administrative expenses
|
(2,163)
|
6
|
-
|
7
|
(2,150)
|
Selling
expenses
|
(6,044)
|
8
|
-
|
1
|
(6,035)
|
Management
fees
|
(534)
|
-
|
-
|
-
|
(534)
|
Other
operating results, net
|
(114)
|
(2)
|
-
|
(3)
|
(119)
|
Profit
/ (loss) from operations before share of profit / (loss) of joint
ventures and associates
|
20,513
|
(408)
|
(13)
|
5
|
20,097
|
Share
of profit of joint ventures and associates
|
273
|
261
|
-
|
-
|
534
|
Profit
/ (loss) from operations before financing and
taxation
|
20,786
|
(147)
|
(13)
|
5
|
20,631
|
|
|
|
Total
segment
information
|
Adjustment
for share of profit / (loss) of joint ventures
|
Expenses
and
collective promotion funds
|
Adjustment
to income / (operations) for elimination of
inter-segment
transactions
|
Total
Statement
of Income
|
Revenues
|
4,942
|
(53)
|
887
|
(124)
|
5,652
|
Costs
|
(3,893)
|
57
|
(901)
|
122
|
(4,615)
|
Initial recognition
and changes in the fair value of biological assets and agricultural
products at the point of harvest
|
1,370
|
(23)
|
|
-
|
1,347
|
Changes in the net
realizable value of agricultural products after
harvest
|
(34)
|
-
|
|
-
|
(34)
|
Gross
profit / (loss)
|
2,385
|
(19)
|
(14)
|
(2)
|
2,350
|
Gain / (loss) from
disposal of farmlands
|
570
|
(20)
|
-
|
-
|
550
|
Net gain / (loss)
from changes in fair value of investment properties
|
4,103
|
(48)
|
-
|
-
|
4,055
|
General and
administrative expenses
|
(614)
|
4
|
-
|
3
|
(607)
|
Selling
expenses
|
(481)
|
6
|
-
|
1
|
(474)
|
Management
fees
|
(145)
|
-
|
-
|
-
|
(145)
|
Other operating
results, net
|
14
|
4
|
-
|
(1)
|
17
|
Profit
/ (loss) from operations before share of Profit / (loss) of joint
ventures and associates
|
5,832
|
(73)
|
(14)
|
1
|
5,746
|
Share of (loss) /
profit of joint ventures and associates
|
(859)
|
42
|
-
|
-
|
(817)
|
Profit
/ (loss) from operations before financing and
taxation
|
4,973
|
(31)
|
(14)
|
1
|
4,929
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6. Segment information
(Continued)
The
following tables present a reconciliation between total segment
assets and liabilities and total assets as per the Statement of
Financial Position. Adjustments are mainly related to the filing of
certain classes of assets in segment information and to the
proportional consolidation of joint ventures mentioned
previously.
|
|
|
|
|
|
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
|
Operations Center in Argentina
|
Operations Center in
Israel
|
|
|
|
Operations Center in Argentina
|
Operations Center in
Israel
|
|
|
|
Operations
Center in
Argentina
|
|
Total
Assets per segment
|
7,013
|
44,912
|
178,964
|
223,876
|
230,889
|
5,135
|
39,105
|
147,470
|
186,575
|
191,710
|
3,732
|
22,875
|
26,607
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportionate share
in reportable assets per segment of joint ventures (*)
|
(620)
|
(990)
|
-
|
(990)
|
(1,610)
|
(532)
|
(838)
|
-
|
(838)
|
(1,370)
|
(382)
|
(400)
|
(782)
|
Measurement
adjustments at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in
joint ventures (**)
|
280
|
735
|
-
|
735
|
1,015
|
233
|
621
|
-
|
621
|
854
|
177
|
342
|
519
|
Discontinued
operations
|
-
|
-
|
2,681
|
2,681
|
2,681
|
|
|
|
|
|
|
|
|
Other
non-reportable assets
|
3,792
|
4,679
|
-
|
4,679
|
8,471
|
3,252
|
5,205
|
-
|
5,205
|
8,457
|
2,779
|
2,601
|
5,380
|
Total
Consolidated assets as per Statement of Financial
Position
|
10,465
|
49,336
|
181,645
|
230,981
|
241,446
|
8,088
|
44,093
|
147,470
|
191,563
|
199,651
|
6,306
|
25,418
|
31,724
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6. Segment information
(Continued)
(*)
Below is a detail of the proportionate share in assets by segment
of joint ventures included in the information reported by
segment.
|
|
|
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
|
Operations Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
Operations Center in Argentina
|
Operations Center in
Israel
|
|
|
|
Operations
Center in
Argentina
|
|
Investment
properties
|
-
|
983
|
-
|
983
|
983
|
3
|
750
|
-
|
750
|
753
|
-
|
393
|
393
|
Property, plant and
equipment
|
620
|
(4)
|
-
|
(4)
|
616
|
511
|
(3)
|
-
|
(3)
|
508
|
366
|
(2)
|
364
|
Trading
properties
|
-
|
4
|
-
|
4
|
4
|
-
|
86
|
-
|
86
|
86
|
-
|
4
|
4
|
Goodwill
|
-
|
7
|
-
|
7
|
7
|
-
|
4
|
-
|
4
|
4
|
-
|
5
|
5
|
Biological
assets
|
-
|
-
|
-
|
-
|
-
|
12
|
-
|
-
|
-
|
12
|
8
|
-
|
8
|
Inventories
|
-
|
-
|
-
|
-
|
-
|
6
|
1
|
-
|
1
|
7
|
8
|
-
|
8
|
Total
proportionate share in assets per
segment
of joint ventures
|
620
|
990
|
-
|
990
|
1,610
|
532
|
838
|
-
|
838
|
1,370
|
382
|
400
|
782
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
6.
Segment information
(Continued)
(**) Represents
the equity-accounted amount of those joint ventures, which were
proportionate-consolidated for segment information
purposes.
|
|
|
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
|
Operations Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
Operations Center in Argentina
|
Operations Center in
Israel
|
|
|
|
Operations
Center in
Argentina
|
|
Total
Liabilities per segment
|
-
|
-
|
155,235
|
155,235
|
155,235
|
-
|
-
|
132,989
|
132,989
|
132,989
|
-
|
-
|
-
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
corresponding to agricultural business and urban properties and
investment business of the operations center in
Argentina
|
8,417
|
28,621
|
-
|
28,621
|
37,038
|
6,258
|
23,204
|
-
|
23,204
|
29,462
|
4,612
|
12,556
|
17,168
|
Total
Consolidated liabilities as per Statement of Financial
Position
|
8,417
|
28,621
|
155,235
|
183,856
|
192,273
|
6,258
|
23,204
|
132,989
|
156,193
|
162,451
|
4,612
|
12,556
|
17,168
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
7.
Information about principal
subsidiaries
The
Group conducts its business through several operating subsidiaries
and holdings. The Group considers that the subsidiaries below are
the ones with non-controlling interests material to the Group. As
of June 30, 2017, 2016 and 2015 correspond to urban properties and
investment business from the Operations Center in Argentina and
agricultural business.
|
|
|
|
Non-controlling
shareholders’ interest %
|
|
|
|
|
|
Book
value of
non-controlling
shareholders
|
|
|
Total
comprehensive income / (loss)
|
Profit
/ (loss) attributable to non-controlling shareholders
|
Cash
of operating activities
|
Cash
of investment activities
|
Cash
of financial activities
|
Net
increase / (decrease) in cash and cash equivalents
|
Dividends
distributed to non-controlling shareholders
|
Elron
|
49.68%
|
1,669
|
1,183
|
162
|
10
|
2,680
|
1,975
|
-
|
(427)
|
(63)
|
(342)
|
(235)
|
147
|
(200)
|
(288)
|
106
|
PBC
|
35.56%
|
10,956
|
64,345
|
10,503
|
49,902
|
14,896
|
11,161
|
4,877
|
886
|
(353)
|
1,254
|
2,470
|
(2,208)
|
283
|
545
|
(975)
|
Cellcom
|
57.74%
|
11,209
|
18,273
|
8,171
|
15,974
|
5,337
|
3,706
|
15,739
|
(329)
|
-
|
(224)
|
2,348
|
(1,574)
|
(1,348)
|
(574)
|
-
|
Shufersal
|
39.33%
|
12,764
|
23,482
|
16,556
|
12,983
|
6,707
|
3,840
|
47,192
|
1,000
|
(7)
|
601
|
2,883
|
(1,590)
|
(1,798)
|
(505)
|
(265)
|
Brasilagro
|
56.57%
|
804
|
3,347
|
739
|
276
|
3,136
|
1,774
|
693
|
134
|
822
|
76
|
328
|
(81)
|
(307)
|
(60)
|
-
|
IRSA
|
36.24%
|
65,492
|
165,750
|
46,434
|
137,472
|
47,336
|
21,472
|
74,172
|
5,220
|
9,733
|
5,679
|
9,059
|
(2,068)
|
1,537
|
8,528
|
(2,512)
|
|
As
of June 30, 2016 (recast)
|
Year
ended June 30, 2016 (recast)
|
|
Non-controlling
shareholders’ interest %
|
|
|
|
|
|
Book
value of
non-controlling
shareholders
|
|
|
Total
comprehensive income / (loss)
|
Profit
/ (loss) attributable to non-controlling shareholders
|
Cash
of operating activities
|
Cash
of
investment
activities
|
Cash
of financial activities
|
Net
increase / (decrease) in cash and cash equivalents
|
Dividends
distributed to non-controlling shareholders
|
Elron
|
49.68%
|
2,145
|
922
|
82
|
31
|
2,954
|
2,522
|
3
|
(97)
|
(200)
|
(126)
|
(171)
|
(58)
|
13
|
(216)
|
-
|
PBC
|
23.55%
|
10,435
|
48,010
|
9,925
|
37,684
|
10,836
|
7,220
|
1,606
|
957
|
675
|
795
|
1,085
|
292
|
(2,519)
|
(1,142)
|
(336)
|
Cellcom
|
58.23%
|
9,368
|
16,113
|
7,629
|
13,210
|
4,642
|
3,795
|
6,655
|
(64)
|
(67)
|
(39)
|
1,442
|
(241)
|
(776)
|
425
|
(6)
|
Shufersal
|
47.05%
|
9,929
|
18,791
|
13,202
|
10,419
|
5,099
|
3,040
|
19,427
|
343
|
322
|
343
|
803
|
(504)
|
(2,543)
|
(2,244)
|
(158)
|
Brasilagro
|
57.82%
|
980
|
2,183
|
415
|
205
|
2,543
|
1,470
|
467
|
(33)
|
591
|
(19)
|
(37)
|
324
|
(424)
|
(137)
|
-
|
IRSA
|
36.23%
|
42,763
|
149,378
|
43,600
|
112,685
|
35,856
|
14,224
|
31,523
|
9,496
|
13,651
|
4,586
|
4,139
|
8,210
|
(3,968)
|
8,381
|
(106)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
7.
Information about principal subsidiaries
(Continued)
|
As
of June 30, 2015 (recast)
|
Year
ended June 30, 2015 (recast)
|
|
Non-controlling
shareholders’ interest %
|
|
|
|
|
|
Book
value of
non-controlling
shareholders
|
|
|
Total
comprehensive income / (loss)
|
Profit
/ (loss) attributable to
non-controlling
shareholders
|
Cash
of
operating
activities
|
Cash
of
investment
activities
|
Cash
of financial activities
|
Net
increase / (decrease) in cash and cash equivalents
|
Dividends
distributed to non-controlling shareholders
|
PAMSA
|
20.00%
|
488
|
2,376
|
310
|
671
|
1,882
|
376
|
333
|
580
|
580
|
116
|
120
|
(154)
|
-
|
(34)
|
(43)
|
DLF
|
8.43%
|
330
|
1,729
|
299
|
264
|
1,496
|
13
|
-
|
(418)
|
(390)
|
(82)
|
-
|
-
|
-
|
-
|
-
|
Rigby
|
25.50%
|
19
|
-
|
-
|
-
|
19
|
5
|
28
|
398
|
212
|
109
|
-
|
1,538
|
(1,537)
|
1
|
-
|
RES
|
33.17%
|
30
|
356
|
11
|
14
|
361
|
120
|
-
|
119
|
119
|
40
|
(1)
|
-
|
-
|
(1)
|
-
|
Brasilagro
|
60.23%
|
1,361
|
1,633
|
583
|
195
|
2,216
|
1,334
|
558
|
549
|
181
|
331
|
(34)
|
61
|
(64)
|
(37)
|
-
|
IRSA
|
35.22%
|
1,896
|
24,503
|
2,691
|
10,116
|
13,592
|
963
|
3,403
|
2,710
|
2,634
|
269
|
834
|
261
|
(1,390)
|
(295)
|
(69)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
7.
Information about principal subsidiaries
(Continued)
Restrictions,
commitments and other relevant issues
Cellcom
In
November 2015, Cellcom signed an agreement with Golán Telecom
Ltd (“Golan”) and its shareholders for the acquisition
of 100% of Golan’s shares of stock. Such agreement was not
accepted by the Ministry of Telecommunications. Furthermore, in
July 2016, Cellcom started legal proceedings against Golan for
failure to comply with the stock purchase agreement. On January 17,
2017 Electra Consumer Products Ltd (“Electra”) entered
into a stock purchase agreement with Golan and its shareholders and
also an agreement with Cellcom on the use of its net and hosting
services. At the same time, Cellcom cancelled the agreement to
purchase Golan and agreed to grant Electra e loan in the amount of
NIS 130 (then equivalent to approximately Ps. 546) for a term of 10
years, which will be repaid in 6 semi-annual installments starting
on the eight anniversary of the execution of the agreement. The
loan is backed by several assets of Golan. It is worth mentioning
that the agreement regarding the use of the network and hosting
services was approved by the ministry of telecommunications. The
purchase of Golan by Electra was approved in April and the loan was
granted.
Analysis of the impact of the Concentration Law
On
December 2013, was published in the Official Gazette of Israel the
Promotion of Competition and Reduction of Concentration Law,
5774-2013 (‘the Concentration Law’) which has material
implications for IDBD and its investors, including the disposal of
the controlling interest in Clal.
In May 2017, the alternative chosen by the Board
and the Audit Committee of IDBD was the sale of DIC’s shares
to a special purpose vehicle controlled by Dolphin. Thus, IDBD
would cease controlling DIC and its subsidiaries. Under this
alternative, IDBD complies with the concentration law as of the end
of fiscal year 2017.
After
June 30, 2017, Dolphin Netherlands B.V. made a non-binding tender
offer for the acquisition of all the shares of Discount Investment
Corporation Ltd. (“DIC”) held by IDB Development
Corporation Ltd. (“IDBD”). There is no certainty that
the parties will sign or execute a binding agreement. The tender
offer is to be examined by a committee of independent directors of
IDBD and, once examined, the terms and conditions of the
transaction will be negotiated. This transaction may take a long
time to be finalized or may even never come to fruition, or else be
consummated under different terms over the course of the
negotiations, for it requires approval of IDBD’s competent
corporate bodies, as well as approval by other entities that may
deny.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
7.
Information about principal subsidiaries
(Continued)
For purposes of the transaction, a committee of
independent directors has been set up to assess the tender offer
and negotiate the terms and conditions. In response to an inquiry,
the Audit Committee has issued an opinion without reservations as
to the transaction in accordance with the terms of section 72 et
al. of the Capital Markets Act N° 26,831.
On
September 24, 2017, IDBD reported that the Company and Dolphin
signed a Term Sheet for the purchase of DIC shares by a related
party of Dolphin. The completion of the Transaction contemplated
under the Term Sheet is subject to the Parties' execution of the
definitive transaction documents (the "Definitive Documents") on or
prior to November 16, 2017, as well as to the approval of the
Transaction by the authorized organs of the Parties and to the
fulfillment of additional pending warranties up to December 10,
2017 (the "Date of Completion of the Transaction"). The main points
of the Term Sheet are as follows:
●
The buyer will
acquire the total of DIC shares held by IDBD at a stated price of
NIS 16.6 per share (equivalent to approximately Ps. 80 per share at
the date of these financial statements).
●
Payment will be
made through the issuance of a promissory note by the buyer, which
will expire 5 years from the date of completion of the transaction
and will accrue a minimum annual interest of 5.5%. Until the
payment is canceled in full, any DIC distribution will be paid in
an Israeli bank and will be pledged in favor of the
seller.
●
DIC debt must
maintain the same encumbrance and the shares that are not currently
guaranteeing debt will be held in favor of the selling party until
the cancellation of the payment.
As
of the consolidated balance sheet date, IDBD is currently analyzing
the next steps to continue taking over the control of its
subsidiaries in 2019.
Dolphin arbitration process
As
mentioned in Note 4 H.a) to these Consolidated Financial Statements
there is an arbitration process going on between Dolphin and ETH in
relation to certain issues connected to the control obtainment of
IDBD. In the arbitration process the parties have agreed to
designate Eyal Rosovshy and Giora Erdinas to promote a mediation.
On August 17, 2017, a mediation hearing was held and the parties
failed to reach an agreement. As of the date of these Consolidated
Financial Statements, there are no other news in relation to the
process and the proceeding is pending.
Reporting dividends by DIC
On
March 22, 2017, DIC’s Board of Directors approved a
distribution of dividends for NIS 4.5 per share, in two tranches,
as follows: (i) NIS 3.3 per share (equivalent to Ps. 13.86 per
share) payable on April 20, 2017, and (ii) NIS 1.2 per share
(equivalent to Ps. 5.04 per share) payable on September 19, 2017,
subject to a solvency test to be performed at the time of payment.
The tranche corresponding to April was already paid
in.
Reporting dividends by other subsidiaries
In
April 2017, Shufersal, PBC and Gav Yam declared and paid out
dividends in the amount of NIS 160, NIS 150 and NIS 180,
respectively (equivalent to approximately Ps. 720, Ps. 675 and Ps.
810, respectively, on the payment date).
Capital issuance
During
April 2017, Shufersal issued approximately 12 million shares for a
total net consideration of NIS 210 (equivalent to approximately Ps.
882 as of the date of the issuance). As a result of such issuance,
DIC’s interest in Shufersal went down to nearly 56.11%. In
June 2017, Shufersal issued 8 million shares as part of a private
offering for a total amount of NIS 139 (equivalent to approximately
Ps. 654 on the issue date), thus diluting DIC’s interest to
54.19%.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
7.
Information about principal subsidiaries
(Continued)
During
April 2017, Gav Yam increased its capital stock by NIS 180
(equivalent to approximately Ps. 810 on the issue date); PBC did
not take part in the offering, thus reducing its interest to
51.70%.
8.
Investments
in joint ventures
Evolutions
Group’s investments in joint ventures for the years ended
June 30, 2017, 2016 and 2015 were as follows:
|
|
|
|
Beginning
of the year
|
2,649
|
572
|
550
|
Capital
contribution
|
115
|
45
|
95
|
Decrease for the
control obtainment
|
(59)
|
-
|
-
|
Balance
incorporated by business combination (Note 3)
|
107
|
960
|
-
|
Share of profit
(i)
|
273
|
441
|
45
|
Cumulative
translation adjustment
|
515
|
648
|
27
|
Cash dividends
(ii)
|
(65)
|
(17)
|
(34)
|
Capital reduction
(iii)
|
-
|
-
|
(111)
|
End
of the period / year
|
3,535
|
2,649
|
572
|
(i)
Included in "Share
of gain / (loss) of associates and joint ventures" in the
Consolidated Statement of Income.
(ii)
During the fiscal
year ended June 30, 2017, Ps. 36 correspond to Manaman, Ps. 12 to
NPSF, Ps. 9 to LRSA, Ps. 7 to Cyrsa S.A. and Ps. 1 to Baicom
Networks S.A. During the fiscal year ended June 30, 2016, Ps. 7
correspond to Cyrsa S.A., Ps. 4 to NPSF and Ps. 6 to Manaman.
During the fiscal year ended June 30, 2015, Ps. 31 corresponds to
Cyrsa S.A. and Ps. 3 to NPSF.
(iii)
During the fiscal
year ended June 30, 2015, Cyrsa carried out a distribution to IRSA
due to capital reduction in the amount of Ps. 111.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
8. Investments in joint ventures
(Continued)
The
table below lists the Group´s investments and the value of
interests in joint ventures for the fiscal years ended June 30,
2017, 2016 and 2015, as well as the Group’s interest in
comprehensive income of such companies for the fiscal years ended
June 30, 2017, 2016 and 2015:
|
|
|
|
Value of Group's interest in equity
|
Group's interest in
comprehensive income
|
% of ownership interest held
|
Last Financial Statement
issued
|
|
|
|
|
As of June 30,
|
For the fiscal year ended June 30,
|
As of June 30,
|
|
Name of the entity
|
Place
of business / Country of
incorporation
|
Main activity
|
Common shares 1 vote
|
2017
|
|
|
2017
|
|
|
2017
|
|
|
Share
Capital (nominal value)
|
Profit / (loss)
for the year
|
Shareholders'
equity
|
Quality
(1)
|
Argentina
|
Real
State
|
81,814,342
|
482
|
360
|
204
|
119
|
155
|
29
|
50%
|
50%
|
50%
|
164
|
237
|
956
|
La
Rural
|
Argentina
|
Event
organization and others
|
714,498
|
113
|
-
|
-
|
15
|
-
|
-
|
50%
|
25%
|
25%
|
1
|
30
|
26
|
Cresca S.A.
(3)
|
Paraguay
|
Agricultural
|
138,154
|
279
|
230
|
176
|
49
|
54
|
25
|
50%
|
50%
|
-
|
145
|
(47)
|
597
|
Mehadrin
(2)
|
Israel
|
Agricultural
|
1,509,889
|
1,312
|
985
|
-
|
309
|
97
|
-
|
45.41%
|
45%
|
-
|
(*) 3
|
(*) 180
|
(*) 2,557
|
Others joint
ventures (4)
|
|
|
|
1,349
|
1,074
|
192
|
296
|
783
|
18
|
|
|
|
-
|
-
|
-
|
|
|
3,535
|
2,649
|
572
|
788
|
1,089
|
72
|
|
|
|
|
|
|
(1)
Quality is engaged
in the operation of the San Martín premises (formerly owned by
Nobleza Piccardo S.A.I.C. y F.)
(2)
Mehadrin is a
company engaged in the production and exports of citrus, fruits and
vegetables.
(3)
Cresca is a joint
venture between the Company and Carlos Casado S.A. with agriculture
operations in Paraguay.
(4)
Represents other
joint venture business that are not significant
individually.
(*) Amounts
presented in millions of NIS.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
8. Investments in joint ventures
(Continued)
Information
about significant joint ventures
Set out
below is the summarized financial information for the joint
ventures considered to be material to the Group:
|
|
Year ended June 30, 2017
(ii)
|
|
|
|
|
|
|
%
of ownership interest held
|
Investments
in joint venture
|
|
|
|
|
Cash
of operating activities
|
Cash
of investment activities
|
Cash
of
financial
activities
|
Changes
in cash
and
cash equivalents
|
Cresca S.A.
|
954
|
-
|
357
|
-
|
597
|
50%
|
299
|
(1)
|
145
|
16
|
-
|
81
|
(4)
|
(92)
|
(15)
|
La
Rural
|
95
|
106
|
188
|
7
|
6
|
50%
|
3
|
110
|
113
|
397
|
18
|
50
|
(34)
|
-
|
16
|
Quality (i)
|
18
|
1,486
|
82
|
466
|
956
|
50%
|
478
|
4
|
482
|
26
|
-
|
(11)
|
-
|
11
|
-
|
Mehadrin
|
3,439
|
3,520
|
2,900
|
1,502
|
2,557
|
45.41%
|
1,161
|
151
|
1,312
|
5,403
|
-
|
476
|
(76)
|
(53)
|
347
|
|
As
of June 30, 2016 (recast)
|
Year ended June 30, 2016
(recast) (ii)
|
|
|
|
|
|
|
%
of ownership interest held
|
Investments
in joint venture
|
|
|
|
|
Cash
of operating activities
|
Cash
of investment activities
|
Cash
of financial activities
|
Changes
in cash
and
cash equivalents
|
Cresca S.A.
|
144
|
668
|
325
|
25
|
462
|
50%
|
231
|
(1)
|
230
|
120
|
-
|
77
|
(60)
|
-
|
17
|
Quality (ii)
|
7
|
1,034
|
16
|
312
|
713
|
50%
|
356
|
4
|
360
|
4
|
-
|
(10)
|
-
|
10
|
-
|
Mehadrin
|
2,475
|
2,814
|
2,678
|
673
|
1,938
|
45.41%
|
880
|
105
|
985
|
2,636
|
-
|
309
|
(13)
|
206
|
502
|
|
As
of June 30, 2015 (recast)
|
Year ended June 30, 2015
(recast) (ii)
|
|
|
|
|
|
|
%
of ownership interest held
|
Investments
in joint venture
|
|
|
|
|
Cash
of operating activities
|
Cash
of investment activities
|
Cash
of financing activities
|
Changes
in cash and cash equivalents
|
Cresca S.A.
|
71
|
544
|
54
|
205
|
356
|
50%
|
178
|
(1)
|
177
|
52
|
-
|
-
|
-
|
-
|
-
|
Quality (i)
|
4
|
540
|
6
|
138
|
400
|
50%
|
200
|
4
|
204
|
16
|
-
|
(16)
|
-
|
15
|
(1)
|
(i)
In
March 2011, Quality acquired an industrial plant located in San
Martín, Province of Buenos Aires. The facilities are suitable
for multiple uses. On January 20, 2015, Quality agreed with the
Municipality of San Martin on certain re zoning and other urban
planning matters (“the Agreement”) to surrender a
non-significant portion of the land and a monetary consideration of
Ps. 40 million , payable in two installments of Ps. 20 each, the
first of which was actually paid on June 30, 2015. In July 2017,
the Agreement was amended as follows: 1) a revised zoning plan must
be submitted within 120 days as from the amendment date, and 2) the
second instalment of the monetary considerations was increased to
Ps. 71 million payable in 18 equal monthly
installments.
(ii)
Information
under GAAP applicable in the joint ventures
jurisdiction.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
9.
Investments
in associates
Evolutions of the
Group’s investment in associates for the years ended June 30,
2017, 2016 and 2015 were as follows:
|
|
|
|
Beginning
of the year
|
14,479
|
2,600
|
2,152
|
Acquisition /
increase in equity interest
|
1,100
|
155
|
1,255
|
Unrealized profit /
(loss) from investments at fair value
|
-
|
78
|
(1,002)
|
Decrease for IDBD
business combination
|
-
|
(1,047)
|
-
|
Associate
incorporated by business combination (Note 3)
|
-
|
8,308
|
-
|
Capital
contribution
|
57
|
96
|
34
|
Share of profit
(i)
|
92
|
417
|
140
|
Cumulative
translation adjustment
|
(210)
|
4,555
|
103
|
Cash dividends
(iii)
|
(207)
|
(518)
|
(18)
|
Sale of
associates
|
1
|
(4)
|
(34)
|
Capital
reduction
|
(32)
|
-
|
-
|
Reclassification to
financial instruments
|
-
|
-
|
(30)
|
Reclassification to
assets held for sale (iv)
|
(10,709)
|
-
|
-
|
Hedging
instruments
|
56
|
(93)
|
-
|
Defined benefit
plans
|
(7)
|
(10)
|
-
|
Impairment
|
-
|
(58)
|
-
|
End
of the year (ii)
|
4,620
|
14,479
|
2,600
|
(i)
As of June 30,
2017, 2016 and 2015, Ps. (108), Ps. (8) and Ps. 138, respectively,
are included in "Share of profit / (loss) of associates and joint
ventures"; and, Ps. 193, Ps. 402 and Ps. 0, respectively, are
included in "Gain / (loss) from discontinued
operations".
(ii)
Includes a balance
of Ps. (72), Ps. (47) and Ps. (18) reflecting interests in
companies with negative equity as of June 30, 2017, 2016 and 2015,
respectively, which are included in “Provisions” (Note
21).
(iii)
During the fiscal
year ended June 30, 2017 the balance corresponds Ps. 101 to Emco,
Ps. 36 to Aviareps AG, Ps. 22 to Condor, Ps. 19 to Manibil and Ps.
7 to Millenium. During the fiscal year ended June 30, 2016 the
balance corresponds Ps. 10 to Millenium, Ps. 495 to Adama and Ps.
10 to Emco. During the fiscal year ended June 30, 2015 the balance
corresponds to BHSA.
(iv)
Includes Ps. 10,435
related to Adama and Ps. 274 related to Tourism (see Note
35).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
9. Investments in
associates (Continued)
The
table below lists additional information related to the
Group’s investment in associates:
|
|
|
|
Value
of Group's interest in equity
|
Group's
interest in comprehensive income
|
% of ownership interest held
|
|
|
|
|
|
|
|
|
For
the fiscal year ended June 30,
|
As of June 30,
|
Last Financial Statement issued
|
Name of the entity
|
Place of business / Country of incorporation
|
Main activity
|
|
2017
|
|
|
2017
|
|
|
2017
|
|
|
Share
Capital (nominal value)
|
Profit / (Loss)
for the year
|
|
New Lipstick
(1)
|
USA
|
Real
Estate
|
N/A
|
(72)
|
178
|
223
|
(201)
|
(64)
|
49
|
49.73%
|
49.73%
|
49.73%
|
15
|
|
|
BHSA
(2)
|
Argentina
|
Financing
|
448,689,072
|
1,693
|
1,609
|
1,356
|
83
|
259
|
143
|
29.91%
|
29.91%
|
29.91%
|
|
|
|
IDBD
(3)
|
Israel
|
Investment
|
N/A
|
-
|
4
|
908
|
-
|
225
|
(917)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Condor
(4)
|
USA
|
Hotel
|
3,314,453
|
634
|
(45)
|
(18)
|
53
|
(27)
|
(50)
|
28.72%
|
25.53%
|
25.53%
|
N/A
|
|
|
Adama
(5)
|
Israel
|
Agrochemical
|
N/A
|
-
|
10,847
|
-
|
-
|
4,141
|
-
|
0%
|
40.00%
|
40.00%
|
N/A
|
N/A
|
N/A
|
PBEL
(6)
|
India
|
Real
Estate
|
450,000
|
768
|
864
|
-
|
262
|
194
|
-
|
45.40%
|
45.40%
|
-
|
|
|
|
Others associates
(7).
|
|
|
N/A
|
1,597
|
1,022
|
131
|
(315)
|
264
|
16
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
4,620
|
14,479
|
2,600
|
(118)
|
4,992
|
(759)
|
|
|
|
|
|
|
(1)
New
Lipstick’ equity comprises a rental office building in New
York City known as the “Lipstick Building” with related
debt.
(2)
BHSA
is a full-service commercial bank offering a wide variety of
banking activities and related financial services to individuals,
small- and medium-sized companies and large corporations. Share
market value is Ps. 6.65 per share.
(3)
The Group obtained control over IDBD on May 7,
2014. The Group has valued its interest in IDBD at fair value
through profit or loss according to an exemption under IAS 28. See
Note 4 for further information. As
the Group’s interest in IDBD was valued at fair value,
financial information and % ownership interest are not shown. Share
market value was 1.957 NIS as of June 30, 2015. (Note
3)
(4)
Condor
is a hotel-focused real estate investment trust (REIT) See Note 3.
Share market value as of June 30, 2017 is Ps. 10.70 per
share.
(5)
Adama
is specialized in the chemical industry, mainly, in the
agrochemical industry. See Note 3.A).
(6)
PBEL
is a real estate company with developments mainly in
India.
(7)
The
group also has interest in a number of individually immaterial
associates that are accounted for using the equity
method.
(a) Amounts presented in millions of US dollars under
USGAAP.
(b) The
amounts correspond to the Financial Statements of BHSA, prepared in
accordance with BCRA’ regulations. For the purpose of the
valuation of the investment in the Company, the adjustments
necessary to adequate the Financial Statements to IFRS have been
considered.
(c)
Condor’s year-end falls on December 31, so the Group
estimates their interest will a three-month lag including any
material adjustments, if any.
(d)
Amounts in million of NIS.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
9. Investments in
associates (Continued)
Information
about significant associates
Set out
below are the summarized financial information of the significant
Group's associates as of June 30, 2017, 2016 and 2015:
|
|
|
Year
ended June 30, 2017 (i)
|
|
|
|
|
|
|
% of
ownership interest held
|
|
|
|
|
|
Total
Comprehensive
income /(loss)
|
|
Cash of
operating activities
|
Cash of
investment activities
|
Cash of
financial activities
|
Changes
in cash and cash equivalents
|
BHSA
|
36,762
|
18,228
|
33,675
|
15,548
|
|
|
1,688
|
4
|
1,693
|
7,921
|
625
|
625
|
-
|
(954)
|
(756)
|
466
|
(676)
|
PBEL
|
1,469
|
272
|
181
|
4,302
|
(2,742)
|
45.40%
|
(1,245)
|
2,013
|
768
|
300
|
(292)
|
(186)
|
-
|
202
|
(37)
|
(160)
|
5
|
|
As of
June 30, 2016 (recast)
|
Year
ended June 30, 2016 (recast)
|
|
|
|
|
|
|
|
% of
ownership interest held
|
|
|
|
|
|
Total
Comprehensive income
/(loss)
|
|
Cash
of operating activities
|
Cash
of investment activities
|
Cash
of financial activities
|
Changes in cash and
cash equivalents
|
BHSA
|
20,307
|
20,544
|
28,255
|
7,244
|
|
|
1,605
|
4
|
1,609
|
6,821
|
837
|
837
|
-
|
(9,462)
|
(410)
|
4,099
|
(2,756)
|
Adama
|
41,879
|
25,470
|
23,018
|
20,336
|
23,995
|
|
9,598
|
1,249
|
10,847
|
18,839
|
1,056
|
853
|
-
|
280
|
(1,085)
|
(2,655)
|
(3,460)
|
PBEL
|
1,510
|
257
|
354
|
3,456
|
(2,043)
|
45.40%
|
(928)
|
1,792
|
864
|
-
|
(97)
|
(90)
|
-
|
145
|
(58)
|
(90)
|
(3)
|
|
As
of June 30, 2015 (recast)
|
Year
ended June 30, 2015 (recast)
|
|
|
|
|
|
|
% of ownership interest held
|
|
|
|
|
|
Total
Comprehensive
income /(loss)
|
|
Cash
of operating activities
|
Cash
of investment activities
|
Cash
of financing activities
|
Changes
in cash and cash equivalents
|
BHSA
|
25,112
|
9,972
|
26,893
|
3,725
|
|
(iii)
30.74%
|
1,352
|
4
|
1,356
|
4,500
|
461
|
461
|
42
|
(3,334)
|
(46)
|
1,515
|
193
|
IDBD
|
30,344
|
64,935
|
24,209
|
61,684
|
9,386
|
(iv)
N/A
|
|
|
908
|
43,296
|
713
|
151
|
-
|
2,909
|
1,389
|
(4,505)
|
(207)
|
(i)
Information under GAAP applicable in the associates´
jurisdiction.
(ii)
Net of
non-controlling interest
(iii)
Considering the
effect of Treasury shares.
(iv)
Book value has been
computed based on the fair value of the investment (Note
3).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
9. Investments in associates
(Continued)
BHSA
BHSA
is subject to certain restrictions on the distribution of profits,
as required by BCRA regulations.
As
of June 30, 2017, BHSA has a remainder of 36.6 million treasury
stock Class C shares Ps. 1 per share received in 2009 as a result
of certain financial transactions. The General Shareholders’
Meeting decided to allocate 35.1 million of such shares, to an
employee compensation plan pursuant to Section 67 of Law 26,831.
The remaining 1.5 million shares belong to third party holders of
Stock Appreciation Rights, who had failed to produce the
documentation required for redemption purposes. As of June 30,
2017, excluding said treasury stock, the Group’s interest in
BHSA amounts to 29.91% (or to 30.66%, including said treasury
stock).
The
Group estimated that the value in use of its investment in BHSA as
of June 30, 2017, 2016 and 2015 amounted to Ps. 4,134, Ps. 4,399
and Ps. 3,390, respectively. The value in use was estimated based
on the present value of future business cash flows. The main
premises used were the following:
-
The Group
considered 7 years as horizon for the projection of BHSA cash
flows.
-
The “Private
BADLAR” interest rate was projected based on internal data
and information gathered from external consultants.
-
The projected
exchange rate was estimated in accordance with internal data and
external information provided by independent
consultants.
-
The discount rate
used to discount actual dividend flows was 12.99% in 2017, 12.41%
in 2016 and 15.97% in 2015.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment
properties
Group's
investment properties are recognized at fair value. The following
table shows the fair value hierarchy by category of the Group's
investment properties and changes in value of investment properties
for the fiscal years ended June 30, 2017, 2016, 2015 and 2014.
Changes in the Group’s investment properties for the years
ended June 30, 2017, 2016 and 2015 were as follows:
|
|
|
Undeveloped
parcels of land
|
Properties
under
development
|
|
Fair
value hierarchy
|
|
|
|
|
|
Net
book amount as of July 1st, 2014 (recast)
|
295
|
13,087
|
2,311
|
388
|
16,081
|
Year ended June 30, 2015 (recast):
|
|
|
|
|
|
Additions
|
9
|
80
|
2
|
160
|
251
|
Transfers to
trading properties
|
-
|
(15)
|
-
|
-
|
(15)
|
Transfers of
property, plant and equipment
|
47
|
8
|
-
|
-
|
55
|
Transfers to
property, plant and equipment
|
(132)
|
(2)
|
-
|
(9)
|
(143)
|
Transfers
(ii)
|
-
|
564
|
-
|
(564)
|
-
|
Capitalized
borrowing costs
|
-
|
-
|
-
|
13
|
13
|
Capitalized leasing
costs
|
-
|
3
|
-
|
13
|
16
|
Depreciation of
capitalized leasing costs (i)
|
-
|
(2)
|
-
|
-
|
(2)
|
Disposals
|
-
|
(986)
|
(6)
|
(2)
|
(994)
|
Changes in fair
value
|
133
|
2,528
|
1,399
|
1
|
4,061
|
Cumulative
translation adjustment
|
(17)
|
-
|
-
|
-
|
(17)
|
Net
book amount as of June 30, 2015 (recast)
|
335
|
15,265
|
3,706
|
-
|
19,306
|
Year ended June 30, 2016 (recast):
|
|
|
|
|
|
Assets incorporated
by business combination (Note 3)
|
-
|
25,256
|
1,439
|
2,891
|
29,586
|
Cumulative
translation adjustment
|
27
|
14,506
|
816
|
1,512
|
16,861
|
Additions
|
-
|
257
|
12
|
918
|
1,187
|
Transfers to
trading properties
|
-
|
(23)
|
(294)
|
-
|
(317)
|
Transfers
|
-
|
1,330
|
(229)
|
(1,101)
|
-
|
Transfers to
property, plant and equipment
|
(284)
|
(24)
|
-
|
-
|
(308)
|
Transfers of
property, plant and equipment
|
2
|
70
|
-
|
-
|
72
|
Changes in fair
value
|
21
|
16,806
|
714
|
(4)
|
17,537
|
Capitalized leasing
costs
|
-
|
2
|
-
|
-
|
2
|
Depreciation of
capitalized leasing costs
|
-
|
(1)
|
-
|
-
|
(1)
|
Disposals
|
(1)
|
(1,379)
|
(40)
|
-
|
(1,420)
|
Net
book amount as of June 30, 2016 (recast)
|
100
|
72,065
|
6,124
|
4,216
|
82,505
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment properties
(Continued)
|
|
|
Undeveloped
parcels of land
|
Properties
under
development
|
|
Fair
value hierarchy
|
|
|
|
|
|
Net
book amount as of June 30, 2016 (recast)
|
100
|
72,065
|
6,124
|
4,216
|
82,505
|
Year ended June 30, 2017
|
|
|
|
|
|
Transfers previous
periods (Note 2.28)
|
-
|
-
|
-
|
(175)
|
(175)
|
Cumulative
translation adjustment
|
15
|
9,481
|
495
|
470
|
10,461
|
Additions
|
-
|
1,206
|
57
|
1,389
|
2,652
|
Additions of
capitalized leasing costs
|
-
|
3
|
-
|
20
|
23
|
Depreciation of
Capitalized leasing costs (i)
|
-
|
(1)
|
-
|
-
|
(1)
|
Transfers to assets
held for sale
|
-
|
(71)
|
-
|
-
|
(71)
|
Transfers on to
trading properties
|
-
|
(14)
|
-
|
-
|
(14)
|
Transfers
|
-
|
3,094
|
(6)
|
(3,088)
|
-
|
Capitalized
borrowing costs
|
-
|
-
|
-
|
3
|
3
|
Reclassification to
property, plant and equipment
|
(194)
|
-
|
-
|
-
|
(194)
|
Transfers of
property, plant and equipment
|
52
|
166
|
-
|
-
|
218
|
Disposals
|
-
|
(220)
|
-
|
-
|
(220)
|
Changes in fair
value
|
331
|
3,604
|
977
|
90
|
5,002
|
Net
book amount as of June 30, 2017
|
304
|
89,313
|
7,647
|
2,925
|
100,189
|
(i)
Amortization
charges of Capitalized leasing costs were included in
“Costs” in the Statement of Income/(Operations) (Note
28).
(ii)
Includes transfers
due to the inauguration of Alto Comahue and Distrito Arcos Shopping
malls.
(iii)
Includes Shopping
malls of level 3 in the fair value hierarchy, which amount to Ps.
33,214 as of the end of fiscal year 2017, and Offices and other
properties of level 2 in the fair value hierarchy, which amount to
Ps. 56,099 as of the end of fiscal year 2017.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment properties
(Continued)
The
following amounts have been recognized in the Statement of Income /
(Operations):
|
|
|
|
Trade, leases and
services income
|
8,710
|
5,435
|
2,995
|
Direct operating
expenditures
|
(2,895)
|
(2,396)
|
(1,234)
|
Development
expenses
|
(1,420)
|
(151)
|
(4)
|
Net gain from fair
value adjustment of investment properties
|
5,001
|
17,539
|
4,055
|
Valuation processes
The
Group’s investment properties were valued at each reporting
date by independent professionally qualified appraisers who hold a
recognized relevant professional qualification and have experience
in the locations and segments of the investment properties valued.
For all investment properties, their current use equates to the
highest and best use.
Each
operations center has a team that review the valuations performed
by the independent appraisers for financial reporting purposes (the
“review team”. At each financial year end, the review
team department: i) verifies all major and important assumptions
relevant to the valuation to the independent valuation report; ii)
assesses property valuation movements when compared to the prior
year valuation report; and iii) holds discussions with the
independent valuer.
Changes
in Level 2 and 3 fair values, if any, are analyzed at each
reporting date during the valuation discussions between the review
team and the independent appraiser. In the case of the agribusiness
and the urban property business and investments in the Operations
Center in Argentina, the Board of Directors ultimately approves the
fair value calculations for recording into the financial
statements. In the case of the Operations Center of Israel, the
valuations were examined by Israel Management and reported to the
Financial Statements Committee.
Valuation techniques used for the estimation of fair value of the
investment property:
For all
leases of agricultural land with a total valuation of Ps. 304, Ps.
100 and Ps. 335 for fiscal years ended on June 30, 2017, 2016 and
2015, respectively, the valuation was determined using comparable
values. Sale prices of comparable properties are adjusted
considering the specific aspects of each property, the most
relevant premise being the piece per hectare.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment properties
(Continued)
Urban
properties and investments business
Operations
Center in Argentina
For all
shopping malls with a total valuation of Ps. 28,561, Ps. 26,426 and
Ps. 10,277 for fiscal years ended June 30, 2017, 2016 and 2015,
respectively, the valuation
was determined using discounted cash flow (“DCF”)
projections based on significant unobservable
assumptions.
Within
these assumptions the main are:
●
Future rental cash
inflows based on the actual location, type and quality of the
properties and supported by the terms of any existing lease, and
considering the estimations of the Gross National Income (GNI) and
the estimated inflation rated given by external
advisors.
●
It was considered
that all Shopping Malls will grow with the same elasticity in
relation to the evolution of the GNI and projected
Inflation.
●
Cash flows from
future investments, expansions, or improvements in shopping malls
were not considered.
●
Estimated
vacancy rates taking into account current and future market
conditions once the current leases expire.
●
The projected cash
flows were discounted using the Company's weighted average cost of
capital (WACC) as the discount rate for each valuation
date.
●
Terminal value: it
was consider a perpetuity calculated from the cash flow of the last
year of useful life.
●
The cash flow for
the concessions were projected until the due date of the concession
determinate in the current agreement.
For
office properties and undeveloped land, with a total amount of Ps.
11,035, Ps. 8,688 and Ps. 8,695 as of June 30, 2017, 2016 and 2015,
respectively, the valuation was determined using market comparable.
These values are adjusted for differences in key attributes such as
location, size of the property and quality of the interior design.
The most significant contribution to this comparable market
approach is the price per square meter.
It can
sometimes be difficult to reliably determine the fair value of the
property under development. In order to assess whether the fair
value of the property under development can be determined reliably,
management considers the following factors, among
others:
●
The provisions of
the construction contract.
●
The stage of
completion.
●
Whether the
project/property is standard (typical for the market) or
non-standard.
●
The level of
reliability of cash inflows after completion.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment properties
(Continued)
●
The development
risk specific to the property.
●
Past experience
with similar constructions.
●
Status of
construction permits.
For
properties under construction, with an amount of Ps. 615 and Ps.
293 as of June 30, 2017 and 2016, respectively, the valuation was
based on the cost plus the fair value of the undeveloped parcels of
land basis. These properties under development currently comprise
works in a building office to be constructed.There were no
propierties under development as of June 30, 2015.
There
were no changes to the valuation techniques during the
year.
Below
is the information on the measurements of fair value investment
properties when using significant non-observable data (Level
3):
June
30, 2017
Property type
|
Valuation technique
|
|
|
|
|
9.35%
|
3%
|
For the
next 5 years, an average Ps./US$ exchange rate was considered, with
an upward trend, from Ps./US$ 15.45 to Ps./US$ 27.66. In the long
term, a nominal devaluation rate of 5.5% is assumed based on the
ratio of inflation in Argentina to that in the USA. The inflation
considered has a downward trend, which starts at 31.0% and
stabilizes at 8% after 10 years.
June
30, 2016
Property type
|
Valuation technique
|
|
|
|
|
9.51%
|
3%
|
For the
next 5 years, an average Ps./US$ exchange rate was considered, with
an upward trend, from Ps./US$ 12.03 to Ps./US$ 25.72. In the long
term, a nominal devaluation rate of 3.1% is assumed based on the
ratio of inflation in Argentina to that in the USA.
The
inflation considered has a downward trend, which starts at 31.8%
and stabilizes at 5.5% after 10 years.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment properties
(Continued)
June
30, 2015
Property type
|
Valuation technique
|
|
|
|
|
13.55%
|
3%
|
For the
next 5 years, an average Ps./US$ exchange rate was considered, with
an upward trend, from Ps./US$ 8.62 to Ps./US$ 9.66. In the long
term, a nominal devaluation rate of 5.1% is assumed based on the
ratio of inflation in Argentina to that in the USA.
The
inflation considered has a downward trend, which starts at 32.7%
and stabilizes at 6% after 10 years.
Sensitivity of unobservable assumptions:
Shopping
malls
|
|
|
|
|
|
|
Devaluation
rate + 10% (3)
|
Devaluation
rate - 10% (4)
|
June 30,
2017
|
(3,948)
|
5,445
|
2,464
|
(1,794)
|
2,684
|
(2,425)
|
(2,565)
|
3,135
|
June 30,
2016
|
(3,638)
|
4,989
|
2,094
|
(1,536)
|
2,537
|
(2,310)
|
(2,373)
|
2,900
|
|
(1,021)
|
976
|
143
|
(338)
|
841
|
(993)
|
(1,039)
|
1,001
|
(1) It assumes
a 10% higher inflation rate for each period, vis-a-vis projected
rates.
(2) It assumes
a 10% lower inflation rate for each period, vis-a-vis projected
rates.
(3) It assumes
a 10% higher exchange rate for each period, vis-a-vis projected
rates.
(4) It assumes
a 10% lower exchange rate for each period, vis-a-vis projected
rates.
A.
Operations Center in Israel
For the
rental properties with a total amount of Ps. 54,334 and Ps. 40,871,
for the fiscal years ended June 30, 2017 and 2016, respectively,
the valuation was determined using discounted cash flow
(“DCF”) projections based on significant unobservable
assumptions.
Within
these assumptions the main are:
●
a discount rate
that reflects the specific risks incorporated in comparable flows
and assets.
●
real lease
agreements, where payments differ from the proper rent, if any, are
subject to adjustments to reflect the actual payments made during
the term of the lease.
●
type of lessee that
occupies the property, the future lessees that may occupy the
property after leasing a vacant property, including a general
creditworthiness assessment.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment properties
(Continued)
●
the allocation of
responsibilities between the Group and the lessee as regards
maintenance and insurance of the property.
●
the physical
condition and remaining useful life of the property.
●
the provisions of
the construction contract.
●
the stage of
completion.
●
whether the
project/property is standard (typical in the market) or
non-standard.
●
the reliability of
the cash inflows following completion.
●
the development
risk specific to the property.
●
previous experience
with similar constructions.
●
status of
construction permits.
Within
these assumptions for the Operations Center in Israel the main
are:
Weighted average discount rate
|
|
|
|
2017
|
2016
|
Rental properties in Israel
|
|
Offices
|
8.2%
|
8.1%
|
|
|
Commercial use
|
7.8%
|
7.8%
|
|
|
Industrial use
|
9.0%
|
8.4%
|
Rental properties in U.S.A.
|
HSBC Building
|
Offices
|
5.8%
|
5.8%
|
|
Las Vegas project
|
Offices and commercial use
|
5.7%
|
8.75%
|
Weighted average rental value per square meter (m2) per month, in
NIS
|
|
|
|
2017
|
2016
|
Rental properties in Israel
|
|
Offices
|
63 NIS/square meter
|
62 NIS/square meter
|
|
|
Commercial use
|
88 NIS/square meter
|
92 NIS/square meter
|
|
|
Industrial use
|
33 NIS/square meter
|
32 NIS/square meter
|
Rental properties in U.S.A.
|
HSBC Building
|
Offices
|
337 NIS/square meter
|
425 NIS/square meter
|
|
Las Vegas project
|
Offices
|
114 NIS/square meter
|
109 NIS/square meter
|
For
undeveloped land of the Operations Center in Israel with a total
amount of ps. 2,938 and Ps. 2,204 as of June 30, 2017 and 2016,
respectively, the valuation was determined using market comparable.
These values are adjusted for differences in key attributes such as
location, size of the property and quality of the interior design.
The most significant contribution to this comparable market
approach is the price per square meter.
For
property under development in the Operations Center of Israel with
a total value of Ps. 2,390 and Ps. 3,923 as of June 30, 2017 and
2016, the valuation is based on the estimated fair value of the
investment property after completing the construction, minus the
present value of the estimated construction costs expected to be
incurred during completion of construction works, considering a
capitalization rate adjusted for risks and relevant features of the
property.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
10.
Investment properties
(Continued)
Within
these assumptions for the Operations Center in Israel the main
are:
Weighted average construction cost per square meter
|
|
|
|
Properties under development in Israel
|
|
|
Properties under development in U.S.A.
|
|
|
|
|
|
Annual weighted average discount rate
|
|
|
|
Properties under development in Israel
|
8.1%
|
8.50%
|
Properties under development in U.S.A.
|
8.75%
|
8.75%
|
There
were no changes to the valuation techniques during the
year.
Sensitivity of unobservable assumptions:
Shopping
Malls
|
|
|
June 30,
2017
|
(6,607)
|
8,794
|
June 30,
2016
|
(4,964)
|
6,565
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
11. Property,
plant and equipment
Changes
in the Group’s property, plant and equipment for the years
ended June 30, 2017, 2016 and 2015 were as follows:
|
Owner
occupied farmland
(iv)
|
|
Buildings
and facilities
(iii)
(v)
|
|
|
|
|
As
of June 30, 2014 (recast)
|
|
|
|
|
|
|
|
Costs
|
2,326
|
155
|
545
|
97
|
-
|
131
|
3,254
|
Accumulated
depreciation
|
(204)
|
(91)
|
(302)
|
(80)
|
-
|
(67)
|
(744)
|
Net book
amount
|
2,122
|
64
|
243
|
17
|
-
|
64
|
2,510
|
Year
ended June 30, 2015 (recast):
|
|
|
|
|
|
|
|
Opening net book
amount
|
2,122
|
64
|
243
|
17
|
-
|
64
|
2,510
|
Cumulative
translation adjustment
|
(223)
|
(6)
|
(7)
|
-
|
-
|
(6)
|
(242)
|
Additions
|
153
|
18
|
26
|
23
|
-
|
17
|
237
|
Transfers of
investment properties
|
132
|
-
|
2
|
5
|
-
|
4
|
143
|
Transfers to
investment properties
|
(47)
|
-
|
(8)
|
-
|
-
|
-
|
(55)
|
Disposals
|
(265)
|
(2)
|
(6)
|
-
|
-
|
(4)
|
(277)
|
Depreciation charge
(ii)
|
(54)
|
(5)
|
(22)
|
(9)
|
-
|
(13)
|
(103)
|
Closing
net book amount
|
1,818
|
69
|
228
|
36
|
-
|
62
|
2,213
|
As
of June 30, 2015 (recast)
|
|
|
|
|
|
|
|
Costs
|
2,076
|
165
|
552
|
125
|
-
|
142
|
3,060
|
Accumulated
depreciation
|
(258)
|
(96)
|
(324)
|
(89)
|
-
|
(80)
|
(847)
|
Net book
amount
|
1,818
|
69
|
228
|
36
|
-
|
62
|
2,213
|
Year
ended June 30, 2016 (recast):
|
|
|
|
|
|
|
|
Opening net book
amount
|
1,818
|
69
|
228
|
36
|
-
|
62
|
2,213
|
Assets incorporated
by business combination (Note 3)
|
-
|
-
|
8,224
|
1,719
|
3,536
|
1,625
|
15,104
|
Cumulative
translation adjustment
|
431
|
23
|
4,840
|
1,018
|
2,034
|
901
|
9,247
|
Additions
|
67
|
24
|
392
|
291
|
310
|
204
|
1,288
|
Transfers of
investment properties
|
294
|
-
|
14
|
-
|
-
|
-
|
308
|
Transfers to
investment properties
|
(2)
|
-
|
(70)
|
-
|
-
|
-
|
(72)
|
Disposals
|
(1)
|
(17)
|
-
|
-
|
-
|
(1)
|
(19)
|
Impairments
|
-
|
-
|
(23)
|
-
|
(3)
|
-
|
(26)
|
Depreciation charge
(ii)
|
(52)
|
(7)
|
(279)
|
(251)
|
(467)
|
(186)
|
(1,242)
|
Closing
net book amount
|
2,555
|
92
|
13,326
|
2,813
|
5,410
|
2,605
|
26,801
|
As
of June 30, 2016 (recast)
|
|
|
|
|
|
|
|
Costs
|
2,865
|
195
|
13,929
|
3,153
|
5,877
|
2,871
|
28,890
|
Accumulated
depreciation
|
(310)
|
(103)
|
(603)
|
(340)
|
(467)
|
(266)
|
(2,089)
|
Net book
amount
|
2,555
|
92
|
13,326
|
2,813
|
5,410
|
2,605
|
26,801
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
11. Property, plant and equipment
(Continued)
|
Owner
occupied farmland
(iv)
|
|
Buildings
and facilities
(iii)
(v)
|
|
|
|
|
Year
ended June 30, 2017:
|
|
|
|
|
|
|
|
Opening net book
amount
|
2,555
|
92
|
13,326
|
2,813
|
5,410
|
2,605
|
26,801
|
Cumulative
translation adjustment
|
444
|
(2)
|
2,950
|
627
|
1,148
|
293
|
5,460
|
Additions
|
731
|
183
|
792
|
634
|
711
|
718
|
3,769
|
Transfers of
investment properties
|
194
|
-
|
-
|
-
|
-
|
-
|
194
|
Transfers to
investment properties
|
(62)
|
-
|
(156)
|
-
|
-
|
-
|
(218)
|
Transfers to assets
held for sale
|
-
|
-
|
(28)
|
(16)
|
-
|
(1,513)
|
(1,557)
|
Disposals
|
(161)
|
(14)
|
(4)
|
(8)
|
(23)
|
(207)
|
(417)
|
Impairments
|
-
|
-
|
12
|
-
|
-
|
-
|
12
|
Depreciation charge
(ii)
|
(72)
|
(43)
|
(630)
|
(588)
|
(1,084)
|
(477)
|
(2,894)
|
Closing
net book amount
|
3,629
|
216
|
16,262
|
3,462
|
6,162
|
1,419
|
31,150
|
As
of June 30, 2017
|
|
|
|
|
|
|
|
Costs
|
4,011
|
362
|
17,495
|
4,390
|
7,713
|
2,162
|
36,133
|
Accumulated
depreciation
|
(382)
|
(146)
|
(1,233)
|
(928)
|
(1,551)
|
(743)
|
(4,983)
|
Net book
amount
|
3,629
|
216
|
16,262
|
3,462
|
6,162
|
1,419
|
31,150
|
(i) Includes
furniture and fixtures, vehicles and aircrafts, which have been
reclassified to held for sale (Note 3).
(ii)For
the fiscal years ended June 30, 2017, 2016 and 2015, depreciation
charges of property, plant and equipment were included in
“Costs” for an amount of Ps. 1,654, Ps. 664 and Ps. 94,
"General and administrative expenses" for an amount of Ps. 251, Ps.
124 and Ps. 8 and “Selling expenses” for an amount of
Ps. 893, Ps. 413 and Ps. 1, respectively in the Statement of Income
/ (Operations) (Note 28). In addition, a depreciation charge in the
amount of Ps. 96 and Ps. 41, was recognized in "discontinued
operations" as of June 30, 2017 and 2016,
respectively.
(iii)
Properties include Sheraton Libertador which has been mortgaged to
secure certain Group's borrowings for a total amount of Ps. 29.5,
Ps. 28.2 and Ps. 31.4 as of June 30, 2017, 2016 and 2015,
respectively.
(iv) The
active establishments include (Cremaq, Jatobá, Preferencia,
Chaparral, Araucaria and Planta frigorífica) have been
mortgaged to secure certain Group's borrowings for a total amount
of Ps. 246, Ps. 844 and Ps. 855 as of June 30, 2017, 2016 and 2015,
respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
Changes
in the Group’s trading properties for the years ended June
30, 2017, 2016 and 2015 were as follows:
|
|
Properties
under development (i)
|
|
|
As
of June 30, 2014 (recast)
|
7
|
119
|
13
|
139
|
Additions
|
-
|
1
|
-
|
1
|
Cumulative
translation adjustment
|
-
|
(6)
|
-
|
(6)
|
Transfers of
investment properties
|
-
|
-
|
15
|
15
|
Disposals
|
(3)
|
-
|
-
|
(3)
|
As
of June 30, 2015 (recast)
|
4
|
114
|
28
|
146
|
Additions
|
51
|
291
|
13
|
355
|
Cumulative
translation adjustment
|
74
|
1,121
|
457
|
1,652
|
Transfers of
investment properties
|
-
|
293
|
24
|
317
|
Disposals
|
(1)
|
(151)
|
-
|
(152)
|
Transfers
|
-
|
142
|
(142)
|
-
|
Assets
incorporated by business combination (Note 3)
|
108
|
1,724
|
824
|
2,656
|
As
of June 30, 2016 (recast)
|
236
|
3,534
|
1,204
|
4,974
|
Additions
|
2
|
1,188
|
39
|
1,229
|
Cumulative
translation adjustment
|
152
|
650
|
167
|
969
|
Transfers of
investment properties
|
-
|
-
|
14
|
14
|
Capitalized
borrowing costs
|
-
|
1
|
-
|
1
|
Disposals
|
(703)
|
(714)
|
-
|
(1,417)
|
Transfers of
intangible assets
|
13
|
-
|
-
|
13
|
Transfers
|
1,101
|
(687)
|
(414)
|
-
|
As
of June 30, 2017
|
801
|
3,972
|
1,010
|
5,783
|
(i) Zetol and
Vista al Muelle plots of land have been mortgaged to secure Group's
borrowings. The net book value of these assets amounts to Ps. 190,
Ps. 156 and Ps. 106 as of June 30, 2017, 2016 and 2015,
respectively. Additionally, the Group has contractual obligations
not provisioned related to these plot of lands committed when
certain properties were acquired or real estate projects were
approved, and amounts to Ps. 120, Ps. 120 and Ps. 71, respectively.
Both projects are expected to be completed in 2029.
The two
mentioned contracts that are part of the Coto residential project
and the Córdoba Shopping exchange project include conditions
precedent and/or suspensive clauses, which have not yet
occurred.
|
|
|
|
Non-current
|
4,534
|
4,733
|
143
|
Current
|
1,249
|
241
|
3
|
Total
|
5,783
|
4,974
|
146
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
13. Intangible
assets
Changes
in the Group’s intangible assets for the years ended June 30,
2017, 2016 and 2015 are as follows:
|
|
|
|
|
Information
systems
and
software
|
Contracts
and
others
(ii)
(iii)
|
|
As
of June 30, 2014 (recast)
|
|
|
|
|
|
|
|
Costs
|
30
|
-
|
-
|
-
|
37
|
137
|
204
|
Accumulated
amortization
|
-
|
-
|
-
|
-
|
(27)
|
(2)
|
(29)
|
Net book
amount
|
30
|
-
|
-
|
-
|
10
|
135
|
175
|
Year
ended June 30, 2015 (recast)
|
|
|
|
|
|
|
|
Opening net book
amount
|
30
|
-
|
-
|
-
|
10
|
135
|
175
|
Cumulative
translation adjustment
|
(2)
|
-
|
-
|
-
|
(1)
|
-
|
(3)
|
Additions
|
-
|
-
|
-
|
-
|
6
|
5
|
11
|
Amortization charge
(i)
|
-
|
-
|
-
|
-
|
(5)
|
(2)
|
(7)
|
Closing
net book amount
|
28
|
-
|
-
|
-
|
10
|
138
|
176
|
As
of June 30, 2015 (recast)
|
|
|
|
|
|
|
|
Costs
|
28
|
-
|
-
|
-
|
41
|
142
|
211
|
Accumulated
amortization
|
-
|
-
|
-
|
-
|
(31)
|
(4)
|
(35)
|
Net book
amount
|
28
|
-
|
-
|
-
|
10
|
138
|
176
|
Year
ended June 30, 2016 (recast)
|
|
|
|
|
|
|
|
Opening net book
amount
|
28
|
-
|
|
|
10
|
138
|
176
|
Assets incorporated
by business combination (Note 3)
|
1,391
|
2,131
|
515
|
2,474
|
635
|
848
|
7,994
|
Cumulative
translation adjustment
|
819
|
1,243
|
292
|
1,327
|
363
|
455
|
4,499
|
Additions
|
-
|
-
|
-
|
-
|
137
|
-
|
137
|
Disposals
|
-
|
-
|
-
|
-
|
(1)
|
-
|
(1)
|
Amortization charge
(i)
|
-
|
(19)
|
(48)
|
(582)
|
(187)
|
(155)
|
(991)
|
Closing
net book amount
|
2,238
|
3,355
|
759
|
3,219
|
957
|
1,286
|
11,814
|
As
of June 30, 2016 (recast)
|
|
|
|
|
|
|
|
Costs
|
2,238
|
3,378
|
817
|
3,923
|
1,202
|
1,478
|
13,036
|
Accumulated
amortization
|
-
|
(23)
|
(58)
|
(704)
|
(245)
|
(192)
|
(1,222)
|
Net book
amount
|
2,238
|
3,355
|
759
|
3,219
|
957
|
1,286
|
11,814
|
Year
ended June 30, 2017
|
|
|
|
|
|
|
|
Opening net book
amount
|
2,238
|
3,355
|
759
|
3,219
|
957
|
1,286
|
11,814
|
Assets incorporated
by business combination (Note 3)
|
26
|
-
|
-
|
-
|
-
|
-
|
26
|
Transfers to assets
held for sale
|
-
|
(81)
|
-
|
(36)
|
(21)
|
(44)
|
(182)
|
Transfers to
trading properties
|
-
|
-
|
-
|
-
|
-
|
(13)
|
(13)
|
Cumulative
translation adjustment
|
511
|
732
|
148
|
494
|
235
|
170
|
2,290
|
Reclassification to
opening amounts
|
31
|
-
|
-
|
-
|
-
|
-
|
31
|
Additions
|
-
|
-
|
-
|
-
|
588
|
30
|
618
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
(52)
|
(52)
|
Amortization charge
(i)
|
-
|
(52)
|
(115)
|
(1,115)
|
(458)
|
(349)
|
(2,089)
|
Closing
net book amount
|
2,806
|
3,954
|
792
|
2,562
|
1,301
|
1,028
|
12,443
|
As
of June 30, 2017
|
|
|
|
|
|
|
|
Costs
|
2,806
|
4,029
|
1,002
|
4,746
|
2,122
|
1,679
|
16,384
|
Accumulated
amortization
|
-
|
(75)
|
(210)
|
(2,184)
|
(821)
|
(651)
|
(3,941)
|
Net book
amount
|
2,806
|
3,954
|
792
|
2,562
|
1,301
|
1,028
|
12,443
|
(i)
Amortization charge
was recognized in the amount of Ps. 488, Ps. 191 and Ps. 2 under
"Costs", in the amount of Ps. 339, Ps. 158 and Ps. 5 under "General
and administrative expenses" and Ps. 1,231, Ps. 615 and Ps. 0 under
"Selling expenses" as of June 30, 2017, 2016 and 2015, respectively
in the Statement of Income / (Operations) (Note 28). In addition, a
charge of Ps. 31 and Ps. 28 was recognized under "discontinued
operations" as of June 30, 2017 and 2016,
respectively.
(ii)
Includes "Rights of
use". Corresponds to Distritro Arcos.
(iii)
Includes "Rights to
receive future units under barter agreements". Correspond to
receivables in kind representing the right to receive residential
apartments in the future by way of barter agreements. Caballito: on
June 29, 2011, the Group and TGLT entered into a barter agreement
in the amount of US$ 12.8. In 2013 a neighborhood association
secured a preliminary injunction, which suspended the works, to be
carried out by TGLT in the property and started a claim against
GCBA and TGLT. As a consequence of the unfavorable rulings rendered
by lower courts and appellate courts in the cited proceeding, the
Group and TGLT reached a settlement agreement dated December 30,
2016, whereby they agree to provide a deed for the revocation of
the barter agreement, after TGLT resolves certain issues.
Consequently, the Group has decided to deregister the intangible
asset related to this transaction, thus recognizing a loss of Ps.
27.7.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
Changes
in the Group’s biological assets for the years ended June 30,
2017, 2016 and 2015 were as follows:
|
|
|
|
|
|
|
|
|
As
of June 30, 2014 (recast)
|
142
|
75
|
303
|
37
|
6
|
5
|
568
|
Purchases
|
-
|
-
|
14
|
-
|
1
|
-
|
15
|
Initial recognition
and changes in fair value of biological assets (i)
|
705
|
366
|
162
|
13
|
-
|
2
|
1,248
|
Decrease due to
harvest
|
(825)
|
(332)
|
-
|
-
|
-
|
-
|
(1,157)
|
Sales
|
-
|
-
|
(118)
|
(10)
|
-
|
-
|
(128)
|
Addition from lease
agreement
|
22
|
-
|
-
|
-
|
-
|
-
|
22
|
Consume
|
-
|
-
|
(1)
|
-
|
-
|
(1)
|
(2)
|
Currency
translation adjustment
|
5
|
(45)
|
-
|
-
|
-
|
-
|
(40)
|
As
of June 30, 2015 (recast)
|
49
|
64
|
360
|
40
|
7
|
6
|
526
|
Purchases
|
-
|
-
|
31
|
-
|
5
|
-
|
36
|
Initial recognition
and changes in fair value of biological assets (i)
|
1,183
|
158
|
244
|
20
|
3
|
3
|
1,611
|
Decrease due to
harvest
|
(862)
|
(181)
|
-
|
-
|
-
|
-
|
(1,043)
|
Sales
|
-
|
-
|
(125)
|
(11)
|
(4)
|
-
|
(140)
|
Consume
|
-
|
-
|
(1)
|
-
|
-
|
(2)
|
(3)
|
Currency
translation adjustment
|
8
|
56
|
(2)
|
-
|
-
|
-
|
62
|
As
of June 30, 2016 (recast)
|
378
|
97
|
507
|
49
|
11
|
7
|
1,049
|
Purchases
|
-
|
-
|
47
|
-
|
2
|
-
|
49
|
Initial recognition
and changes in the fair value of biological assets (i)
|
1,432
|
356
|
288
|
14
|
5
|
4
|
2,099
|
Decrease due to
harvest
|
(1,529)
|
(371)
|
-
|
-
|
-
|
-
|
(1,900)
|
Sales
|
-
|
-
|
(152)
|
(23)
|
(3)
|
-
|
(178)
|
Consume
|
-
|
-
|
(1)
|
-
|
-
|
(1)
|
(2)
|
Addition
|
-
|
96
|
12
|
-
|
-
|
-
|
108
|
Currency
translation adjustment
|
4
|
(3)
|
4
|
-
|
-
|
-
|
5
|
As
of June 30, 2017
|
285
|
175
|
705
|
40
|
15
|
10
|
1,230
|
(i)
Biological assets
with a production cycle of more than one year (that is, cattle)
generated “Initial recognition and changes in the fair value
of biological assets” amounting to Ps. 307, Ps. 267 and Ps.
175 for the years ended June 30, 2017, 2016 and 2015, respectively.
For the years ended June 30, 2017, 2016 and 2015, amounts of Ps.
92, Ps. 126 and Ps. 58, was attributable to price changes, and
amounts of Ps. 215, Ps. 141 and Ps. 117, was attributable to
physical changes, respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
14.
Biological assets
(Continued)
Crops and oilseeds
The
Group’s crops generally include crops and oilseeds (corn,
wheat, soybean and sunflower) as well as peanut. The Group measures
biological assets that have attained significant biological growth
at fair value less costs to sell. The Group measures biological
assets that have not attained significant biological growth or when
the impact of biological transformation on price is not expected to
be material, at cost less any impairment losses, which approximates
fair value.
The
following table shows the stages and average periods where the
Group´s crops have a significant biological growth, based on
agronomical studies and other inputs:
Argentina
Crops
|
Total
days (planting/harvest)
|
Average
days (planting/harvest)
|
Significant
biological growth
|
Total
days (planting/significant growth)
|
Average
days (planting/significant growth)
|
Wheat
|
From 150 to
180
|
165
|
7 (milk grain
stage)
|
From 110 to
140
|
125
|
Corn
|
From 150 to
180
|
165
|
R3 (milk grain
stage)
|
From 80 to
110
|
95
|
Soybeans
|
From 120 to
160
|
140
|
R5 (beginning of
seed filling)
|
From 75 to
90
|
82.5
|
Sunflowers
|
From 120 to
150
|
135
|
R6 (end of
flowering stage)
|
From 80 to
100
|
90
|
Peanut
|
From 180 to
270
|
240
|
R5 (beginning of
seed filling)
|
From 90 to
100
|
95
|
|
|
155
|
3 (end
of flowering stage)
|
|
105
|
Bolivia
Crops
|
Total
days (planting/harvest)
|
Average
days
(planting/harvest)
|
Significant
biological growth
|
Total
days (planting/significant growth)
|
Average
days (planting/significant growth)
|
Wheat
|
From 100 to
112
|
106
|
7 (milk grain
stage)
|
From 80 to
90
|
85
|
Corn
|
From 130 to
140
|
130
|
R3 (milk grain
stage)
|
From 88 to
96
|
92
|
Sorghum
|
From 110 to
130
|
120
|
7 (milk grain
stage)
|
From 80 to
90
|
85
|
Soybeans
|
From 110 to
120
|
117
|
R5 (start of seed
filling at node)
|
From 75 to
85
|
80
|
|
|
110
|
R6 (end
of flowering stage)
|
|
80
|
Brazil
Crops
|
Total
days (planting/harvest)
|
Average
days
(planting/harvest)
|
Significant
biological growth
|
Total
days (planting/significant growth)
|
Average
days (planting/significant growth)
|
Corn
|
From 125 to
150
|
137.5
|
R3 (milk grain
stage)
|
From 88 to
96
|
92
|
|
|
120
|
R5
(start of seed filling at node)
|
|
82.5
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
14. Biological
assets (Continued)
Sugarcane
The
Group’s sugarcane production is based in Brazil and to a
lesser extent in Bolivia. This crop’s production requires
specific weather conditions (tropical and subtropical climates)
because it is a perennial and long-term crop with an average life
cycle of five years. Each sugarcane planting generally yields five
harvests. Once the production life cycle is over, crop renewal is
brought about. The Group recognizes these crops at a fair value net
of costs of sales from the moment of planting.
Fair
value of biological assets
When an
active market exists for biological assets, the Group uses the
quoted market price in the principal market as a basis to determine
the fair value of its biological. Live cattle is measured at fair
value less selling costs, based on market quoted at an auction
involving cattle of the same age, breed and genetic merit adjusted,
if applicable, to reflect any difference. When there is no active
market or market-determined prices are not available, (for example,
unharvested crops with significant growth), the Group determines
the fair value of a biological asset based on cash flows discount
models.
These
models require the input of highly subjective assumptions including
observable and unobservable data. The not observable information is
determined based on the best information available for example, by
reference to historical information of past practices and results,
statistics and agricultural information and other analytical
techniques. Key assumptions utilized in this method include future
market prices, estimated yields at the point of harvest and
estimated future costs of harvesting and other costs.
Market
prices are generally determined by reference to observable data in
the principal market for the agricultural produce. Harvesting costs
and other costs are estimated based on historical and statistical
data. Yields are estimated based on several factors including the
location of the farmland and soil type, environmental conditions,
infrastructure and other restrictions and growth at the time of
measurement. Yields are subject to a high degree of uncertainty and
may be affected by several factors out of the Group’s control
including but not limited to extreme or unusual weather conditions,
plagues and other crop diseases.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
14. Biological
assets (Continued)
The key
assumptions discussed above are highly sensitive. Reasonable shifts
in assumptions including but not limited to increases or decreases
in prices, costs and discount factors used may result in a
significant increase or decrease to the fair value of biological
assets recognized at any given time. Cash flows are projected based
on estimated production. Estimates of production in themselves are
dependent on various assumptions, in addition to those described
above, including but not limited to several factors such as
location, environmental conditions and other restrictions. Changes
in these estimates could materially impact on estimated production,
and could therefore affect estimates of future cash flows used in
the assessment of fair value. The valuation models and their
assumptions are reviewed periodically, and, if necessary,
adjusted.
As of
June 30 of each year, the Group’s biological assets that are
subject to a valuation model include unharvested crops and
sugarcane plantations.
The
following tables present the Group’s biological assets as of
June 30, 2017, 2016 and 2015 and their allocation to the fair value
hierarchy:
|
|
|
|
Classification
|
|
|
|
|
Dairy
cattle
|
Production
|
-
|
40
|
-
|
40
|
Breeding
cattle
|
Production
|
-
|
607
|
-
|
607
|
Other
cattle
|
Production
|
-
|
14
|
-
|
14
|
Others biological
assets
|
Production
|
10
|
-
|
-
|
10
|
Total
non-current biological assets
|
|
10
|
661
|
-
|
671
|
Breeding cattle and
cattle for sale
|
Consumable
|
-
|
98
|
-
|
98
|
Sugarcane
fields
|
Production
|
-
|
-
|
175
|
175
|
Other
cattle
|
Production
|
-
|
1
|
-
|
1
|
Sown
land-crops
|
Production
|
42
|
-
|
243
|
285
|
Total
current biological assets
|
|
42
|
99
|
418
|
559
|
Total
biological assets
|
|
52
|
760
|
418
|
1,230
|
|
|
|
|
Classification
|
|
|
|
|
Dairy
cattle
|
Production
|
-
|
49
|
-
|
49
|
Breeding
cattle
|
Production
|
-
|
432
|
-
|
432
|
Other
cattle
|
Production
|
-
|
9
|
-
|
9
|
Others biological
assets
|
Production
|
7
|
-
|
-
|
7
|
Total
non-current biological assets
|
|
7
|
490
|
-
|
497
|
Breeding cattle and
cattle for sale
|
Consumable
|
-
|
75
|
-
|
75
|
Sugarcane
fields
|
Production
|
-
|
-
|
97
|
97
|
Other
cattle
|
Production
|
-
|
2
|
-
|
2
|
Sown
land-crops
|
Production
|
23
|
-
|
355
|
378
|
Total
current biological assets
|
|
23
|
77
|
452
|
552
|
Total
biological assets
|
|
30
|
567
|
452
|
1,049
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
14. Biological
assets (Continued)
|
|
|
|
Classification
|
|
|
|
|
Dairy
cattle
|
Production
|
-
|
40
|
-
|
40
|
Breeding
cattle
|
Production
|
-
|
294
|
-
|
294
|
Other
cattle
|
Production
|
-
|
6
|
-
|
6
|
Others biological
assets
|
Production
|
6
|
-
|
-
|
6
|
Total
non-current biological assets
|
|
6
|
340
|
-
|
346
|
Breeding cattle and
cattle for sale
|
Consumable
|
-
|
66
|
-
|
66
|
Sugarcane
fields
|
Production
|
-
|
-
|
64
|
64
|
Other
cattle
|
Production
|
-
|
1
|
-
|
1
|
Sown
land-crops
|
Production
|
9
|
-
|
40
|
49
|
Total
current biological assets
|
|
9
|
67
|
104
|
180
|
Total
biological assets
|
|
15
|
407
|
104
|
526
|
During
years ended June 30, 2017, 2016 and 2015, there have been no
transfers between the several tiers used in estimating the fair
value of the Group’s biological assets, or reclassifications
among their respective categories.
The
fair value less estimated point of sale costs of agricultural
produce at the point of harvest amount to Ps. 1,975, Ps. 1,097 and
Ps. 1,218 for the years ended June 30, 2017, 2016 and 2015,
respectively.
The
following table presents the changes in Level 3 financial
instruments for the years ended June 30, 2017, 2016 and
2015:
|
Sown
land-crops with significant biological growth
|
|
As
of June 30, 2014 (recast)
|
131
|
76
|
Initial recognition
and changes in the fair value of biological
assets
|
618
|
366
|
Decrease due to
harvest
|
(735)
|
(332)
|
Lease
contract
|
22
|
-
|
Cumulative
translation adjustment
|
4
|
(46)
|
As
of June 30, 2015 (recast)
|
40
|
64
|
Initial recognition
and changes in the fair value of biological
assets
|
1,100
|
158
|
Decrease due to
harvest
|
(785)
|
(181)
|
Cumulative
translation adjustment
|
-
|
56
|
As
of June 30, 2016 (recast)
|
355
|
97
|
Initial recognition
and changes in the fair value of biological
assets
|
1,414
|
356
|
Decrease due to
harvest
|
(1,529)
|
(371)
|
Addition
|
-
|
96
|
Cumulative
translation adjustment
|
3
|
(3)
|
As
of June 30, 2017
|
243
|
175
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
14.
Biological assets
(Continued)
When no
quoted prices are available in an active market, the Group uses a
range of valuation models. The following table presents main
parameters:
|
|
|
|
Sensitivity (i)
|
|
Model
|
|
|
2017
|
2016 (recast)
|
2015 (recast)
|
Description
|
Pricing model
|
Parameters
|
Range
|
Increase
|
Decrease
|
Increase
|
Decrease
|
Increase
|
Decrease
|
Cattle (Level 2)
|
Comparable market prices
|
Price per livestock head/kg and per category
|
|
|
|
|
|
|
|
Sown land-crops (Level 3)
|
Discounted cash flows
|
Yields – Operating costs –Selling expenses - Future of
sale prices
|
Argentina
|
|
|
|
|
|
|
|
|
|
Yields: 0.0 - 16.0 tn./ha.
|
37
|
(37)
|
42
|
(42)
|
8
|
(8)
|
|
|
|
Future of sale prices: 329 - 8,621 Ps./tn.
|
62
|
(62)
|
59
|
(59)
|
17
|
(17)
|
|
|
|
Operating cost: 834 - 11,371 Ps./ha.
|
(38)
|
38
|
(24)
|
24
|
(11)
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil:
|
|
|
|
|
|
|
|
|
|
Yields: 2.79 - 5.42 tn./ha.
|
1
|
(1)
|
-
|
-
|
-
|
-
|
|
|
|
Future of sale prices: 387 - 871 Rs./tn
|
1
|
(1)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Sugarcane fields
|
Discounted cash flows
|
Yields – Operating costs –Selling expenses - Future of
sale prices
|
Brazil:
|
|
|
|
|
|
|
(Level 3)
|
|
Discount rate
|
Yields: 69.22 tn./ha.
|
45
|
(45)
|
32
|
(32)
|
21
|
(21)
|
|
|
|
Future of sale prices: 77.66 Rs./tn.
|
72
|
(72)
|
92
|
(92)
|
12
|
(12)
|
|
|
|
Operating cost: 58.90 Rs./tn.
|
(54)
|
54
|
(43)
|
43
|
(31)
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bolivia:
|
|
|
|
|
|
|
|
|
|
Yields: 35 - 108 tn./ha.
|
-
|
-
|
7
|
(7)
|
5
|
(5)
|
|
|
|
Future of sale prices: 23 US$/tn
|
1
|
(1)
|
13
|
(13)
|
8
|
(8)
|
|
|
|
Operating cost: 275 - 500 US$/ha.
|
-
|
-
|
(9)
|
9
|
(5)
|
5
|
(i)
Sensitivities have
been modeled considering a 10% change in the indicated variable,
all else being equal.
As of
June 30, 2017, 2016 and 2015, the better and maximum use of
biological assets shall not significantly differ from the current
use.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
Breakdown of
Group’s inventories as of June 30, 2017, 2016 and 2015 are as
follows:
|
|
|
|
Crops
|
379
|
325
|
270
|
Materials and
supplies
|
255
|
212
|
154
|
Seeds and
fodders
|
135
|
109
|
61
|
Beef
|
41
|
31
|
19
|
Hotel
supplies
|
10
|
8
|
7
|
Good for resale and
supplies
|
3,896
|
2,888
|
-
|
Telephones and
others communication equipment
|
320
|
327
|
-
|
Total
inventories
|
5,036
|
3,900
|
511
|
As of
June 30, 2017, 2016 and 2015 the cost of inventories recognized as
expense amounted to Ps. 1,268, Ps. 905 and Ps. 834, respectively
and they have been included in “Costs” in the
Statements of Income.
16.
Financial
instruments by category
The
following note shows the carrying amount of financial assets and
financial liabilities by category of financial instrument and a
reconciliation to the corresponding line item in the Consolidated
Statements of Financial Position, as appropriate. Since the line
items “Trade and other receivables” and “Trade
and other payables” contain both financial instruments and
non-financial assets or liabilities (such as prepayments, trade
payables in-kind and tax payables), the reconciliation is shown in
the columns headed “Non-financial assets” and
“Non-financial liabilities”. Financial assets and
liabilities measured at fair value are assigned based on their
different levels in the fair value hierarchy.
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 or liabilities that the
Company can refer to at the date of valuation.
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 for valuation must be observable for the whole
of this period.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
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 that information is not available. The inputs used reflect the
Group’s assumptions regarding the factors which any market
player would consider in their pricing.
The
Group’s Finance Division has a team in place in charge of
estimating valuation of financial assets required to be reported in
the Consolidated 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, as of the end of each reporting period.
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.
Financial assets
and financial liabilities as of June 30, 2017 were as
follows:
|
Financial
assets at amortized cost
|
Financial
assets
at
fair value
through
profit or loss
|
Subtotal
financial
assets
|
|
|
|
|
|
|
|
|
|
|
June
30, 2017
|
|
|
|
|
|
|
|
Assets
as per Statement of Financial Position
|
|
|
|
|
|
|
|
Trade and other
receivables (excluding the allowance for doubtful accounts and
other receivables) (Note 17)
|
17,819
|
-
|
-
|
2,156
|
19,975
|
4,153
|
24,128
|
Investment in
financial assets:
|
|
|
|
|
|
|
|
-
Equity securities in public companies
|
-
|
1,665
|
-
|
82
|
1,747
|
-
|
1,747
|
-
Equity securities in private companies
|
-
|
15
|
-
|
964
|
979
|
-
|
979
|
-
Deposits
|
1,235
|
14
|
-
|
-
|
1,249
|
-
|
1,249
|
-
Bonds
|
-
|
4,490
|
425
|
-
|
4,915
|
-
|
4,915
|
- Mutual
funds
|
-
|
3,986
|
-
|
-
|
3,986
|
-
|
3,986
|
-
Others
|
-
|
749
|
-
|
-
|
749
|
-
|
749
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
- Crops
options
|
-
|
10
|
-
|
-
|
10
|
-
|
10
|
-
Swaps
|
-
|
-
|
29
|
-
|
29
|
-
|
29
|
-
Warrants
|
-
|
-
|
26
|
-
|
26
|
-
|
26
|
-
Foreign-currency options
|
-
|
4
|
27
|
-
|
31
|
-
|
31
|
Financial assets
and other assets held for sale
|
-
|
8,562
|
-
|
-
|
8,562
|
-
|
8,562
|
Restricted
assets
|
1,069
|
-
|
-
|
-
|
1,069
|
-
|
1,069
|
Cash and cash
equivalents (excluding bank overdrafts) (Note 18):
|
|
|
|
|
|
|
|
- Cash on
hand and at bank
|
8,731
|
-
|
-
|
-
|
8,731
|
-
|
8,731
|
- Short-term
bank in deposits
|
5
|
-
|
-
|
-
|
5
|
-
|
5
|
- Mutual
funds
|
-
|
302
|
-
|
-
|
302
|
-
|
302
|
- Short-term
investments
|
-
|
16,325
|
-
|
-
|
16,325
|
-
|
16,325
|
Total
assets
|
28,859
|
36,122
|
507
|
3,202
|
68,690
|
4,153
|
72,843
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
|
Financial
liabilities at amortized cost
|
Financial
liabilities
at
fair value
|
Subtotal
financial
liabilities
|
Non-financial
liabilities
|
|
|
|
|
|
|
|
|
|
June
30, 2017
|
|
|
|
|
|
|
|
Liabilities
as per Statement of Financial Position
|
|
|
|
|
|
|
|
Trade and other
payables (Note 20)
|
20,557
|
-
|
-
|
-
|
20,557
|
5,401
|
25,958
|
Borrowings
(excluding finance lease liabilities) (Note 22)
|
135,180
|
-
|
-
|
-
|
135,180
|
-
|
135,180
|
Finance lease
obligations
|
132
|
-
|
-
|
-
|
132
|
-
|
132
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
- Crops
futures
|
-
|
11
|
-
|
-
|
11
|
-
|
11
|
-
Forwards
|
-
|
5
|
152
|
10
|
167
|
-
|
167
|
- Foreign-currency
future contracts
|
-
|
9
|
5
|
-
|
14
|
-
|
14
|
- Crops
options
|
-
|
4
|
-
|
-
|
4
|
-
|
4
|
- Foreign-currency
options
|
-
|
4
|
-
|
-
|
4
|
-
|
4
|
Total
liabilities
|
155,869
|
33
|
157
|
10
|
156,069
|
5,401
|
161,470
|
Financial assets
and financial liabilities as of June 30, 2016 were as
follows:
|
Financial
assets at amortized cost
|
Financial
assets
at
fair value
through
profit or loss
|
Subtotal
financial
assets
|
|
|
|
|
|
|
|
|
|
|
June
30, 2016 (recast)
|
|
|
|
|
|
|
|
Assets
as per Statement of Financial Position
|
|
|
|
|
|
|
|
Trade and other
receivables (excluding the allowance for doubtful accounts and
other receivables) (Note 17)
|
13,551
|
-
|
-
|
1,931
|
15,482
|
2,640
|
18,122
|
Investment in
financial assets:
|
|
|
|
|
|
|
|
-
Equity securities in public companies
|
-
|
1,400
|
-
|
499
|
1,899
|
-
|
1,899
|
-
Equity securities in private companies
|
-
|
15
|
-
|
1,324
|
1,339
|
-
|
1,339
|
-
Deposits
|
-
|
49
|
-
|
-
|
49
|
-
|
49
|
-
Bonds
|
1,293
|
4,169
|
-
|
-
|
5,462
|
-
|
5,462
|
- Mutual
funds
|
-
|
2,920
|
-
|
-
|
2,920
|
-
|
2,920
|
-
Others
|
-
|
90
|
-
|
140
|
230
|
-
|
230
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
- Crops
options
|
-
|
9
|
-
|
-
|
9
|
-
|
9
|
- Foreign-currency
contracts
|
-
|
-
|
25
|
-
|
25
|
-
|
25
|
-
Others
|
-
|
11
|
16
|
-
|
27
|
-
|
27
|
Financial assets
and other assets held for sale
|
|
4,602
|
-
|
-
|
4,602
|
-
|
4,602
|
Restricted
assets
|
877
|
-
|
-
|
-
|
877
|
-
|
877
|
Cash and cash
equivalents (excluding bank overdrafts) (Note 18):
|
|
|
|
|
|
|
|
- Cash on hand and
at bank
|
6,259
|
-
|
-
|
-
|
6,259
|
-
|
6,259
|
- Short-term bank
in deposits
|
100
|
-
|
-
|
-
|
100
|
-
|
100
|
- Mutual
funds
|
-
|
7,737
|
-
|
-
|
7,737
|
-
|
7,737
|
Total
assets
|
22,080
|
21,002
|
41
|
3,894
|
47,017
|
2,640
|
49,657
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
|
Financial
liabilities at amortized cost
|
Financial
liabilities
at
fair value
|
Subtotal
financial
liabilities
|
Non-financial
liabilities
|
|
|
|
|
|
|
|
|
|
June
30, 2016 (recast)
|
|
|
|
|
|
|
|
Liabilities
as per Statement of Financial Position
|
|
|
|
|
|
|
|
Trade and other
payables (Note 20)
|
14,247
|
-
|
-
|
-
|
14,247
|
6,660
|
20,907
|
Borrowings
(excluding finance lease liabilities) (Note 22)
|
106,271
|
-
|
-
|
10,999
|
117,270
|
-
|
117,270
|
Finance lease
obligations
|
26
|
-
|
-
|
-
|
26
|
-
|
26
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
- Crops
futures
|
-
|
32
|
-
|
-
|
32
|
-
|
32
|
-
Forwards
|
-
|
198
|
-
|
-
|
198
|
-
|
198
|
- Foreign-currency
future contracts
|
-
|
28
|
3
|
-
|
31
|
-
|
31
|
- Crops
options
|
-
|
5
|
-
|
-
|
5
|
-
|
5
|
- Foreign-currency
options
|
-
|
1
|
-
|
-
|
1
|
-
|
1
|
Total
liabilities
|
120,544
|
264
|
3
|
10,999
|
131,810
|
6,660
|
138,470
|
Financial assets
and financial liabilities as of June 30, 2015 were as
follows:
|
Financial
assets at amortized cost (i)
|
Financial
assets
at
fair value
through
profit or loss
|
Subtotal
financial
assets
|
|
|
|
|
|
|
|
|
|
|
June
30, 2015 (recast)
|
|
|
|
|
|
|
|
Assets
as per Statement of Financial Position
|
|
|
|
|
|
|
|
IDBD
|
-
|
-
|
-
|
908
|
908
|
-
|
908
|
Trade and other
receivables (excluding the allowance for doubtful accounts and
other receivables) (Note 17)
|
1,864
|
-
|
-
|
-
|
1,864
|
456
|
2,320
|
Investment in
financial assets:
|
|
|
|
|
|
|
|
-
Equity securities in public companies
|
-
|
89
|
-
|
349
|
438
|
-
|
438
|
- Equity
securities in private companies
|
-
|
|
-
|
102
|
102
|
-
|
102
|
-
Mutual funds
|
-
|
383
|
-
|
-
|
383
|
-
|
383
|
-
Bonds
|
100
|
104
|
-
|
-
|
204
|
-
|
204
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
- Crops
options
|
-
|
3
|
-
|
-
|
3
|
-
|
3
|
- Warrants of
Condor
|
-
|
-
|
-
|
7
|
7
|
-
|
7
|
- IDBD
Warrants
|
-
|
228
|
-
|
-
|
228
|
-
|
228
|
Restricted
assets
|
611
|
-
|
-
|
-
|
611
|
-
|
611
|
Cash and cash
equivalents (excluding bank overdrafts) (Note 18)
|
|
|
|
|
|
|
|
- Cash on hand and
at bank
|
438
|
-
|
-
|
-
|
438
|
-
|
438
|
- Short-term bank
in deposits
|
84
|
-
|
-
|
-
|
84
|
-
|
84
|
- Mutual
funds
|
-
|
112
|
-
|
-
|
112
|
-
|
112
|
Total
assets
|
3,097
|
919
|
-
|
1,366
|
5,382
|
456
|
5,838
|
(i) The
fair value of financial assets and liabilities at their amortized
cost does not differ significantly from their book value, except
for borrowings.
(ii) As described
in Note 3 until acquiring control over IDBD, the Group stated its
equity interest in IDBD as an associate measured at fair value,
invoking the exception under IAS 28 and the warrants to acquire
IDBD’s common shares were booked at their quoted prices.
Since October 11, 2015, as result of consolidation, the equity
interest in IDBD as an associate and the warrants were eliminated
following the consolidation to add IDBD’s assets and
liabilities on a line-by-line basis.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
|
Financial
liabilities at amortized cost
|
Financial
liabilities
at
fair value
|
Subtotal
financial
liabilities
|
Non-financial
liabilities
|
|
|
|
|
|
|
|
|
|
June
30, 2015 (recast)
|
|
|
|
|
|
|
|
Liabilities
as per Statement of Financial Position
|
|
|
|
|
|
|
|
Trade and other
payables (Note 20)
|
1,149
|
-
|
-
|
-
|
1,149
|
824
|
1,973
|
Borrowings (Note
22)
|
8,258
|
-
|
-
|
15
|
8,273
|
-
|
8,273
|
Finance lease
obligations
|
26
|
-
|
-
|
-
|
26
|
-
|
26
|
Derivative
financial instruments:
|
|
|
|
|
|
|
|
Commitment to
tender offer shares in IDBD
|
-
|
-
|
-
|
503
|
503
|
-
|
503
|
-
Foreign-currency contracts
|
-
|
-
|
10
|
-
|
10
|
-
|
10
|
- Crops
futures
|
-
|
11
|
-
|
-
|
11
|
-
|
11
|
- Crops
options
|
-
|
9
|
-
|
-
|
9
|
-
|
9
|
Total
liabilities
|
9,433
|
20
|
10
|
518
|
9,981
|
824
|
10,805
|
Liabilities carried
at amortized cost also include liabilities under finance leases
where the Group is the lessee and which therefore have to be
measured in accordance with IAS 17 “Leases”. The
categories disclosed are determined by reference to IFRS 9. Finance
leases are excluded from the scope of IFRS 7 “Financial
instruments: Disclosures”: Therefore, finance leases have
been shown separately.
There
were no level transfers in the fiscal years filed.
The
following are details of the book value of financial instruments
recognized, which were offset in the statements of financial
position:
|
|
|
|
|
|
June
30, 2017
|
|
|
|
Financial
assets
|
|
|
|
Trade and other
receivables (excluding the allowance for doubtful accounts and
other receivables) (Note 17)
|
21,215
|
(904)
|
20,311
|
Financial
Liabilities
|
|
|
|
Trade and other
payables (Note 20)
|
(21,461)
|
904
|
(20,557)
|
|
As
of June 30, 2016 (recast)
|
|
|
|
|
June
30, 2016
|
|
|
|
Financial
assets
|
|
|
|
Trade and other
receivables (excluding the allowance for doubtful accounts and
other receivables) (Note 17)
|
16,969
|
(1,296)
|
15,673
|
Financial
Liabilities
|
|
|
|
Trade and other
payables (Note 20)
|
(15,543)
|
1,296
|
(14,247)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
|
As
of June 30, 2015 (recast)
|
|
|
|
|
June
30, 2015
|
|
|
|
Financial
assets
|
|
|
|
Trade and other
receivables (excluding the allowance for doubtful accounts and
other receivables) (Note 17)
|
2,082
|
(98)
|
1,984
|
Financial
Liabilities
|
|
|
|
Trade and other
payables (Note 20)
|
(1,247)
|
98
|
(1,149)
|
Imcome,
expense, gains and losses on financial instruments can be assigned
to the following categories:
|
Financial
assets / liabilities
at
amortized cost
|
Financial
assets / liabilities
at
fair value through profit or loss
|
Subtotal
financial assets and liabilities
|
Non-Financial
assets and liabilities
|
|
June
30, 2017
|
|
|
|
|
|
Interest
income
|
899
|
-
|
899
|
-
|
899
|
Interest
expenses
|
(6,736)
|
-
|
(6,736)
|
-
|
(6,736)
|
Foreign exchange
loss
|
(1,552)
|
4
|
(1,548)
|
-
|
(1,548)
|
Dividends
income
|
33
|
35
|
68
|
-
|
68
|
Fair value gains
financial assets at fair value through profit or loss
|
-
|
2,957
|
2,957
|
-
|
2,957
|
Loss from
repurchase of Non-convertible Notes
|
(31)
|
-
|
(31)
|
-
|
(31)
|
(Loss) / Gain from
derivative financial instruments (except commodities)
|
(46)
|
151
|
105
|
-
|
105
|
Gain on the
revaluation of receivables arising from the sale of
farmland
|
-
|
37
|
37
|
-
|
37
|
Other financial
results
|
(976)
|
-
|
(976)
|
-
|
(976)
|
Net
result
|
(8,409)
|
3,184
|
(5,225)
|
-
|
(5,225)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
|
Financial
assets / liabilities
at
amortized cost
|
Financial
assets / liabilities
at
fair value through profit or loss
|
Subtotal
financial assets and liabilities
|
Non-Financial
assets and liabilities
|
|
June
30, 2016 (recast)
|
|
|
|
|
|
Interest
income
|
689
|
-
|
689
|
-
|
689
|
Interest
expenses
|
(2,740)
|
-
|
(2,740)
|
-
|
(2,740)
|
Foreign exchange
loss
|
(3,278)
|
-
|
(3,278)
|
-
|
(3,278)
|
Dividends
income
|
72
|
-
|
72
|
-
|
72
|
Capitalized
borrowing costs
|
20
|
-
|
20
|
-
|
20
|
Fair value loss in
financial assets at fair value through profit or loss
(i)
|
-
|
(1,240)
|
(1,240)
|
-
|
(1,240)
|
Loss from
repurchase of Non-convertible Notes
|
(39)
|
-
|
(39)
|
-
|
(39)
|
Gain from
derivative financial instruments (except commodities)
|
-
|
1,089
|
1,089
|
-
|
1,089
|
Gain on the
revaluation of receivables arising from the sale of
farmland
|
-
|
33
|
33
|
-
|
33
|
Other financial
results
|
(729)
|
-
|
(729)
|
-
|
(729)
|
Impairment of
property, plant and equipment
|
-
|
(1)
|
(1)
|
-
|
(1)
|
Net
result
|
(6,005)
|
(119)
|
(6,124)
|
-
|
(6,124)
|
|
Financial
assets / liabilities
at
amortized cost
|
Financial
assets / liabilities
at
fair value through profit or loss
|
Subtotal
financial assets and liabilities
|
Non-Financial
assets and liabilities
|
|
June
30, 2015 (recast)
|
|
|
|
|
|
Interest
income
|
100
|
-
|
100
|
-
|
100
|
Interest
expenses
|
(887)
|
-
|
(887)
|
-
|
(887)
|
Foreign exchange
losses
|
(557)
|
-
|
(557)
|
-
|
(557)
|
Dividends
income
|
17
|
-
|
17
|
-
|
17
|
Capitalized
borrowing costs
|
13
|
-
|
13
|
-
|
13
|
Fair value gains
financial assets at fair value through profit or loss
|
-
|
182
|
182
|
-
|
182
|
Loss from
repurchase of Non-convertible Notes
|
(2)
|
-
|
(2)
|
-
|
(2)
|
Loss from
derivative financial instruments (except commodities)
|
-
|
(84)
|
(84)
|
-
|
(84)
|
Gain on the
revaluation of receivables arising from the sale of
farmland
|
-
|
53
|
53
|
-
|
53
|
Other financial
results
|
(125)
|
-
|
(125)
|
-
|
(125)
|
Net
result
|
(1,441)
|
151
|
(1,290)
|
-
|
(1,290)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
The
following table presents the changes in Level 3 instruments for the
years ended June 30, 2017, 2016 and 2015:
|
Investments in financial assets - Public companies
securities
|
Derivative financial instruments
|
Investment in associate IDBD
|
Derivative financial instruments - Commitment to tender offer of
shares in IDBD
|
Derivative financial instruments - Forwards
|
Investments
in financial assets - Private companies
|
Investments in financial assets - Others
|
|
Trade and other receivables
|
|
Total as of July 1, 2014
(recast)
|
211
|
-
|
-
|
(321)
|
-
|
-
|
-
|
-
|
-
|
(110)
|
Cumulative
translation adjustment
|
-
|
-
|
83
|
(45)
|
-
|
-
|
-
|
19
|
-
|
57
|
Transfer to level
3
|
-
|
-
|
1,826
|
-
|
-
|
-
|
-
|
(86)
|
-
|
1,740
|
Gain / (loss) for
the year
|
138
|
7
|
(1,001)
|
(137)
|
-
|
72
|
-
|
52
|
-
|
(869)
|
Transfer from
associates
|
-
|
-
|
-
|
-
|
-
|
30
|
-
|
-
|
-
|
30
|
Balances as of June 30, 2015
(recast)
|
349
|
7
|
908
|
(503)
|
-
|
102
|
-
|
(15)
|
-
|
848
|
Additions and
acquisitions
|
50
|
-
|
-
|
-
|
-
|
27
|
-
|
-
|
-
|
77
|
Cumulative
translation adjustment
|
-
|
-
|
60
|
(18)
|
-
|
291
|
52
|
(3,610)
|
706
|
(2,519)
|
Obtainment of
control over IDBD
|
-
|
-
|
(1,047)
|
-
|
-
|
861
|
88
|
(7,336)
|
1,187
|
(6,247)
|
Disposal
|
-
|
-
|
-
|
500
|
-
|
-
|
-
|
-
|
-
|
500
|
Gain / (loss) for
the year
|
100
|
(7)
|
79
|
21
|
-
|
43
|
-
|
(38)
|
38
|
236
|
Balances as of June 30, 2016
(recast)
|
499
|
-
|
-
|
-
|
-
|
1,324
|
140
|
(10,999)
|
1,931
|
(7,105)
|
Additions and
acquisitions
|
65
|
-
|
-
|
-
|
(8)
|
44
|
-
|
-
|
1,660
|
1,761
|
Cumulative
translation adjustment
|
21
|
-
|
-
|
-
|
(2)
|
169
|
6
|
242
|
439
|
875
|
Reclassification to
liabilities held for sale
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11,272
|
-
|
11,272
|
Write
off
|
(702)
|
-
|
-
|
-
|
66
|
-
|
(146)
|
-
|
-
|
(782)
|
Transferred to
current account receivables
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,874)
|
(1,874)
|
Gain / (loss) for
the year
|
199
|
-
|
-
|
-
|
(66)
|
(573)
|
-
|
(515)
|
-
|
(955)
|
Balance as of June 30, 2017
|
82
|
-
|
-
|
-
|
(10)
|
964
|
-
|
-
|
2,156
|
3,192
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
Clal
Clal is
a holding company that mainly operates in the insurance and pension
markets and in segments of pension funds. The company holds assets
and other businesses (such as insurance agencies) and is one of the
largest insurance groups in Israel. Clal mainly develops its
activities in three operating segments: long-term savings, general
insurance and health insurance.
Given
that IDBD failed to meet the requirements set forth, to have
control over an insurance company, on August 21, 2013, the
Commissioner required that IDBD grant an irrevocable power of
attorney to Mr. Moshe Tery ("the Trustee") by 51% of the
shareholding capital and vote in Clal, thus transferring control
over that investee. From such date, IDBD recognized its equity
interest in Clal as a financial asset held for sale, at fair value
through profit or loss.
On
December 30, 2014, the Commissioner sent an additional letter
setting a term by which IDBD’s control over and equity
interests in Clal were to be sold and giving directions as to the
Trustee’s continuity in office, among other
aspects.
The
sale arrangement outlined in the letter involves IDBD’s and
the Trustee’s interests in the sale process under different
options and timeframes. The current sale arrangement involved the
sale of the interest in the stock exchange or by over-the-counter
trades, as per the following detail and by the following
dates:
a.
Sell at least 5% of
its equity interest in Clal, since May 7, 2016.
b.
Sell at least an
additional 5% of its equity interest in Clal, during each of the
subsequent four-month periods.
c.
If IDBD sells more
than 5% of its equity interest in Clal in any given four-month
period, the percentage in excess of the required 5% would be offset
against the percentage required in the following
period.
In case
IDBD does not fulfills its obligation in the manner described in
the above paragraph the Trustee is entitled to act upon the
specified arrangement in lieu of IDBD, pursuant to all powers that
had been vested under the representations of the trust letter. The
consideration for the sale would be transferred to IDBD, with the
expenses incurred in the sale process to be solely borne by
IDBD.
During
February 2016, bondholders and minority shareholders as of that
date, filed a complaint against the Commissioner so that the order
by the Administrator to sell the shares in the market was revoked,
for this would cause irreversible damage to the company and its
bondholders. As of the date of issuance of these Consolidated
Financial Statements, no decision has been rendered on the
complaint.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
On
April 5, 2017, the District Court of Tel Aviv-Jaffa ordered the
Trustee to sell 5% of Clal’s shares managed by him/her within
a term of 30 days, pursuant to the decision and the petition filed
by the Commissioner.
The
Court considered that the Commissioner acted fairly and
proportionately in ordering such sale, that such sale should be
made at the best possible price and that, after completing it, the
Commissioner should use its discretionary power and examine the
circumstances of the case in ordering any new sales.
On
May 1, 2017 IDBD agreed to sell the 5% of Clal’s shares
jointly with a swap transaction. Hence, the shares were sold on May
4 without any type of encumbrances, at a price of NIS 59.86 each
(i.e., for a total of roughly NIS 166, equivalent to approximately
Ps. 697 at the exchange rate prevailing on that date). Such request
had the consent of the Trustee and a statement from the
Commissioner stating that such body does not object to the swap
transaction.
Concurrently
with the sale, IDBD entered into a swap transaction with a banking
institution whereby the former will charge or pay for the
difference between the sales value of the shares above described
and the value such shares will have at the time they are sold to
the third-party buyer upon the lapse of a 24-month period. IDBD
cannot repurchase such shares.
IDBD
continues to evaluate courses of action with regard to the District
Court’s pronouncement, including the possibility to file a
motion for appeal.
Based
on the terms and conditions of the swap contract, IDBD maintains
the major risks and benefits of all of Clal shares; as a result, as
of June 30, 2017, all of Clal shares were reported as a financial
asset available for sale and a liability in the amount of Ps. 783.
Valuation of mentioned shares as of June 30, 2017 and 2016 amounts
to Ps. 8,562 and 4,602 respectively, and a gain of Ps. 2,513 has
been recorded in 2017 and a loss of Ps. 1,951 has been recorded in
2016, reflecting the increase and decrease in the market price,
disclose in financial results, net in the line “Fair value
gain / loss of financial assets and liabilities at fair value
through profit or loss, net”
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
16.
Financial instruments by category
(Continued)
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. When no quoted prices are available in an
active market, fair values (particularly derivatives) are based on
recognized valuation methods:
Description
|
Pricing model / method
|
Parameters
|
Fair value hierarchy
|
|
Trade
and other receivables - Cellcom
|
Discounted
cash flows
|
Discount
rate.
|
Level
3
|
3.3
|
Interest-rate
swaps
|
Cash
flows - Theoretical price
|
Interest
rate futures contract and cash flow forward contract.
|
Level
2
|
-
|
Preferred
shares of Condor
|
Binomial
tree - Theoretical price I
|
Underlying
asset price (market price) and share price volatility (historical)
and market interest rate (Libor rate curve).
|
Level
3
|
Price
of underlying assets 1.8 to 2.2
Share
price volatility 58% to 78%
Market
interest-rate
1.7% to
2.1%
|
Promissory
note
|
Discounted
cash flows - Theoretical price
|
Market
interest-rate (Libor rate curve).
|
Level
3
|
Market
interest-rate
1.8% to
2.2%
|
Warrants
of Condor
|
Black-Scholes
– Theoretical price
|
Underlying
asset price (market price) and share price volatility (historical)
and market interest rate (Libor rate curve).
|
Level
2
|
Price
of underlying assets 1.8 to 1.7
Share
price volatility 58% to 78%
Market
interest-rate
1.7% to
2.1%
|
Call
option of Arcos
|
Discounted
cash flows
|
Projected
revenues and discounting rate.
|
Level
3
|
-
|
Investments
in financial assets - Other private companies
securities
|
Cash
flows / NAV – Theoretical price
|
Projected revenue
discounted
at the discounting
rate / The value is calculated in accordance with the
company’s shares in the equity funds on the basis of its
Financial Statements, based on fair value or investment
assessments.
|
Level
3
|
1 - 3.5
|
Investments
in financial assets - Others
|
Discounted
cash flows – Theoretical price
|
Projected revenue
discounted
at the discounting
rate / The value is calculated in accordance with the
company’s shares in the equity funds on the basis of its
Financial Statements, based on fair value or investment
assessments.
|
Level
3
|
1 - 3.5
|
Derivative
financial instruments - Forwards
|
Theoretical
price
|
Price
of underlying assets and volatility
|
Level 2 and
3
|
-
|
As of
June 30, 2017, there are no changes in the economic or business
conditions affecting the fair value of the group’s financial
assets and liabilities.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
17.
Trade
and other receivables
The
table below shows trade and other receivables of the Group as of
June 30, 2017, 2016 and 2015:
|
|
|
|
Non-current
|
|
|
|
Trade
receivables
|
|
|
|
Trade, leases and
services receivable
|
2,366
|
2,069
|
167
|
Less:
allowance for doubtful accounts
|
(4)
|
(2)
|
(2)
|
Total
non-current trade receivables
|
2,362
|
2,067
|
165
|
Other
receivables
|
|
|
|
Tax
credits
|
280
|
119
|
100
|
Guarantee
deposits
|
8
|
24
|
17
|
Prepayments
|
1,668
|
1,320
|
11
|
Loans
|
1,066
|
239
|
115
|
Others
|
72
|
4
|
19
|
Total
non-current other receivables
|
3,094
|
1,706
|
262
|
Total
non-current trade and other receivables
|
5,456
|
3,773
|
427
|
Current
|
|
|
|
Trade
receivables
|
|
|
|
Trade, leases and
services receivable
|
14,095
|
11,451
|
1,052
|
Less:
allowance for doubtful accounts
|
(332)
|
(189)
|
(118)
|
Total
current trade receivables
|
13,763
|
11,262
|
934
|
Other
receivables
|
|
|
|
Tax
credits
|
259
|
191
|
95
|
Guarantee
deposits
|
9
|
78
|
39
|
Prepayments
|
1,946
|
1,009
|
250
|
Borrowings granted,
deposits, and other balances
|
1,899
|
1,243
|
392
|
Others
|
460
|
375
|
63
|
Total
current other receivables
|
4,573
|
2,896
|
839
|
Total
current trade and other receivables
|
18,336
|
14,158
|
1,773
|
Total
trade and other receivables
|
23,792
|
17,931
|
2,200
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
17.
Trade and other receivables
(Continued)
The
carrying amounts of the Group’s trade and other receivables
denominated in foreign currencies are detailed in Note
34.
The
fair value of current receivables approximate their respective
carrying amounts due to the short-term nature, as the impact of
discounting is not considered significant. The present value of
receivables related to installment sales of communication devices,
realized by Cellcom, was calculated using a discount rate of 3.3%.
The book value of other non-current receivables is, or
approximates, its fair value on the balance sheet date. Fair value
are based on discounted cash flows (Level 3).
Trade
receivables are generally presented in the Statement of Financial
Position net of allowances for doubtful receivables. Impairment
policies and procedures by type of receivables are discussed in
detail in Note 2.
The
evolution of the Group’s provision for impairment of trade
receivables were as follows:
|
|
|
|
Beginning
of the year
|
191
|
120
|
90
|
Recoveries
|
(13)
|
(53)
|
21
|
Used during the
period
|
(265)
|
(4)
|
(14)
|
Additions
|
241
|
113
|
21
|
Cumulative
translation adjustment
|
182
|
15
|
2
|
End
of the period / year
|
336
|
191
|
120
|
The
Group’s trade receivables comprise several classes. The
maximum exposure to credit risk at the reporting date is the
carrying value of each class of credit (Note 4).
The
Group has also receivables with related parties. Neither of which
are due nor impaired.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
17.
Trade and other receivables
(Continued)
Due to
the distinct characteristics of each type of receivables, an aging
analysis of past due unimpaired and impaired receivables are shown
by type and class as of June 30, 2017, 2016 and 2015 (includes
receivables not past due to reconcile with the amounts in the
Statements of Financial Position):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
products
|
75
|
4
|
10
|
338
|
24
|
451
|
2.7%
|
Leases and
services
|
109
|
21
|
65
|
604
|
172
|
971
|
5.9%
|
Consumer
financing
|
-
|
-
|
-
|
-
|
16
|
16
|
0.1%
|
Hotel
operations
|
1
|
-
|
-
|
61
|
1
|
63
|
0.4%
|
Disposal of
properties
|
17
|
2
|
2
|
278
|
32
|
331
|
2.0%
|
Sale of
communication equipment
|
181
|
-
|
-
|
4,617
|
-
|
4,798
|
29.1%
|
Telecommunication
services
|
482
|
-
|
143
|
2,848
|
15
|
3,488
|
21.2%
|
Sale of products
(supermarkets)
|
38
|
-
|
-
|
6,229
|
76
|
6,343
|
38.5%
|
Total
at June 30, 2017
|
903
|
27
|
220
|
14,975
|
336
|
16,461
|
100%
|
Agricultural
products
|
60
|
7
|
8
|
256
|
18
|
349
|
2.6%
|
Leases and
services
|
51
|
8
|
10
|
794
|
84
|
947
|
7.0%
|
Hotel leases and
services
|
16
|
12
|
23
|
312
|
27
|
390
|
2.9%
|
Consumer
financing
|
-
|
-
|
-
|
-
|
15
|
15
|
0.1%
|
Hotel
operations
|
1
|
-
|
-
|
48
|
1
|
50
|
0.4%
|
Disposal of
properties
|
-
|
-
|
16
|
99
|
-
|
115
|
0.9%
|
Sale of
communication equipment
|
2,250
|
-
|
-
|
1,714
|
66
|
4,030
|
29.8%
|
Telecommunication
services
|
1,763
|
-
|
1,028
|
19
|
672
|
3,482
|
25.8%
|
Tourism
activities
|
16
|
12
|
20
|
219
|
51
|
318
|
2.3%
|
Sale of products
(supermarkets)
|
27
|
19
|
55
|
3,665
|
58
|
3,824
|
28.3%
|
Total
at June 30, 2016 (recast)
|
4,184
|
58
|
1,160
|
7,126
|
992
|
13,520
|
100%
|
|
|
|
|
|
|
|
|
Agricultural
products
|
4
|
1
|
3
|
199
|
16
|
223
|
18.3%
|
Leases and
services
|
82
|
14
|
16
|
574
|
79
|
765
|
62.8%
|
Hotel leases and
services
|
1
|
-
|
-
|
16
|
1
|
18
|
1.5%
|
Consumer
financing
|
-
|
-
|
-
|
5
|
15
|
20
|
1.6%
|
Disposal of
properties
|
-
|
-
|
-
|
183
|
9
|
192
|
15.8%
|
Total
at June 30, 2015 (recast)
|
87
|
15
|
19
|
977
|
120
|
1,218
|
100%
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
18.
Cash
flow information
The
following table shows the balances of cash and cash equivalents as
of June 30, 2017, 2016 and 2015:
|
|
|
|
Cash on hand and at
banks
|
8,731
|
6,259
|
438
|
Short-term bank in
deposits
|
5
|
100
|
84
|
Short
term investments
|
16,627
|
7,737
|
112
|
Total
cash and cash equivalents
|
25,363
|
14,096
|
634
|
Following is a
detailed description of cash flows generated by the Group’s
operations for the years ended as of June 30, 2017, 2016 and
2015.
|
|
|
|
Profit
for the year
|
5,028
|
9,118
|
2,243
|
Loss
from discontinued operations
|
(3,018)
|
(444)
|
-
|
Adjustments
for:
|
|
|
|
Income
tax
|
2,862
|
5,833
|
1,396
|
Depreciations and
amortizations
|
4,857
|
2,164
|
112
|
(Gain) / Loss from
disposal of farmlands
|
(280)
|
2
|
(550)
|
Gain on the
revaluation of receivables arising from the sale of
farmland
|
(37)
|
(33)
|
(53)
|
Loss / (Gain) from
disposal of property, plant and equipment
|
35
|
(6)
|
1
|
(Recovery)
Impairment of property, plant and equipment
|
(12)
|
26
|
2
|
Dividends
income
|
-
|
(72)
|
(17)
|
Share based
payments
|
101
|
56
|
31
|
Unrealized (Gain) /
Loss on derivative financial instruments
|
(19)
|
(1,064)
|
131
|
Release of
intangible assets due to TGLT agreement
|
28
|
-
|
-
|
Results for
business combination
|
(8)
|
-
|
-
|
Changes in fair
value of investment properties
|
(5,002)
|
(17,539)
|
(4,059)
|
Unrealized initial
recognition and changes in fair value of biological assets and
agricultural products
|
(1,355)
|
(606)
|
(136)
|
Changes in net
realizable value of agricultural products after
harvest
|
74
|
(208)
|
34
|
Provisions
|
233
|
789
|
236
|
Financial results,
net
|
5,251
|
7,640
|
1,248
|
Share of (profit) /
loss of joint ventures and associates
|
(172)
|
(534)
|
817
|
Reversal of
cumulative translation adjustment
|
(41)
|
(100)
|
(188)
|
Gain from disposal
of subsidiaries and joint ventures
|
(1)
|
(4)
|
(22)
|
Loss from
repurchase of Non-convertible Notes
|
31
|
39
|
2
|
Changes
in operating assets and liabilities:
|
|
|
|
Decrease in
biological assets
|
1,236
|
135
|
115
|
Increase in
inventories
|
(431)
|
(114)
|
(132)
|
Decrease in trading
properties
|
510
|
202
|
-
|
Increase in trade
and other receivables
|
(1,886)
|
(709)
|
(480)
|
Increase (Decrease)
in derivative financial instruments
|
91
|
(46)
|
4
|
Increase in trade
and other payables
|
1,829
|
392
|
134
|
Increase in
employee benefits
|
204
|
52
|
85
|
Increase in
provisions
|
(221)
|
(155)
|
(12)
|
Net
cash generated from continuing operating activities before income
tax paid
|
9,887
|
4,814
|
942
|
Net
cash generated from discontinued operating activities before income
tax paid
|
322
|
80
|
-
|
Net
cash generated from operating activities before income tax
paid
|
10,209
|
4,894
|
942
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
18.
Cash flow information
(Continued)
The
following table shows a detail of non-cash transactions occurred in
the years ended June 30, 2017, 2016 and 2015:
|
|
|
|
Increase in
restricted funds from the sale of farmlands
|
-
|
-
|
590
|
Dividends
payable
|
-
|
-
|
43
|
Acquisition of
non-controlling interest
|
-
|
139
|
-
|
Decrease in
borrowings through a decrease in investment in joint ventures and
associates
|
-
|
9
|
137
|
Increase in
financial assets through a decrease in trade and other
receivables
|
-
|
71
|
-
|
Increase in
financial assets through a decrease in investment in joint ventures
and associates
|
-
|
-
|
30
|
Increase in
financial assets through an increase in trade and other
payables
|
-
|
180
|
-
|
Increase in
property, plant and equipment through an increase in trade and
other payables and borrowings
|
(123)
|
2
|
2
|
Increase in
intangible assets through an increase in trade and other
payables
|
(111)
|
-
|
-
|
Increase in trading
properties through a decrease in investment properties
|
-
|
71
|
-
|
Increase in
investment properties through an increase in
borrowings
|
-
|
302
|
-
|
Increase in trade
and other receivables through a decrease in property, plant and
equipment
|
(118)
|
-
|
-
|
Increase in
derivative financial instruments through a decrease in investments
in financial assets
|
34
|
-
|
-
|
Distribution of
treasury shares
|
(7)
|
-
|
(55)
|
Options
expired
|
-
|
-
|
106
|
Distribution of
dividends not yet paid
|
64
|
64
|
5
|
Increase in
interest in joint ventures and associates through a decrease in
assets from derivative financial instruments
|
-
|
128
|
-
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
18.
Cash flow information
(Continued)
Incorporation for business combination
|
|
|
|
Investment
properties
|
-
|
29,586
|
-
|
Property,
plant and equipment
|
1,712
|
15,104
|
-
|
Trading
properties
|
-
|
2,656
|
-
|
Intangible
assets
|
19
|
6,603
|
-
|
Investments
in joint ventures and associates
|
(74)
|
9,268
|
-
|
Deferred
income tax
|
53
|
(4,681)
|
-
|
Trade
and other receivables
|
591
|
9,713
|
-
|
Investments
in financial assets
|
-
|
5,824
|
-
|
Derivative
financial instruments
|
-
|
(54)
|
-
|
Inventories
|
-
|
1,919
|
-
|
Restricted
assets
|
-
|
-
|
-
|
Income
tax and MPIT credits
|
-
|
91
|
-
|
Assets
held for sale
|
-
|
5,129
|
-
|
Trade
and other payables
|
(917)
|
(19,749)
|
-
|
Salaries
and social security liabilities
|
(148)
|
-
|
-
|
Borrowings
|
(660)
|
(60,306)
|
-
|
Provisions
|
2
|
(969)
|
-
|
Income
tax and MPIT liabilities
|
1
|
(267)
|
-
|
Employee
benefits
|
(47)
|
(405)
|
-
|
Net amount of non-cash assets incorporated / held for
sale
|
532
|
(538)
|
-
|
Cash
and cash equivalents
|
150
|
-
|
-
|
Non-controlling
interest
|
40
|
(8,630)
|
-
|
Goodwill
not yet allocated
|
(26)
|
1,391
|
-
|
Net amount of assets incorporated / held for sale
|
696
|
(7,777)
|
-
|
Interest
held before acquisition
|
67
|
-
|
-
|
Result
from business combination
|
-
|
-
|
-
|
Cash
and cash equivalents incorporated / held for sale
|
(150)
|
9,193
|
-
|
Net outflow of cash and cash equivalents / assets and liabilities
held for sale
|
613
|
1,416
|
-
|
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. During the
fiscal year ended June 30, 2017, the Company's Board of Directors
decided on November 3, 2016 to carry out a pro rata distribution
among shareholders of 3,833,352 treasury shares. No other activity
has been recorded for the fiscal years ended June 30, 2016 in the
capital accounts, other than those related to the acquisition of
treasury stock. During the fiscal year ended June 30, 2015, certain
option holders exercised their right to purchase additional shares,
with the resulting addition of 80,074 common shares with a nominal
value of Ps. 1 each. All of the existing options expired on May 22,
2015, after the end of the exercise period.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
Inflation adjustment of share capital
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 Law
N° 19,550, 5% of the profit of the year is separated to
constitute a legal reserve until they reach legal capped amounts
(20% of total capital). This legal reserve is not available for
dividend distribution and can only be released to absorb losses.
The Group has not reached the legal limit of this
reserve.
Special reserve
The
CNV, through General Rulling N° 562/9 and 576/10, has provided
for the application of Technical Resolutions N° 26 and 29 of
the FACPCE, which adopt the IFRS, IASB for companies subject to the
public offering regime ruled by Law 17,811, due to the listing of
their shares or corporate notes, and for entities that have applied
for authorization to be listed under the mentioned regime. The
Group has applied IFRS, as issued by the IASB, for the first time
in the year beginning July 1st, 2012, with the
transition date being July 1st, 2011. Pursuant to
CNV General Ruling N° 609/12, the Company set up a special
reserve, to reflect 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. The reserve recorded in due course amounted to Ps. 695,
which as of June 30, 2017 were fully used to absorb the negative
balances in the retained earnings account. As explained under Note
2.1. to these Consolidated Financial Statements, the Group’s
Board of Directors decided to change the accounting policy of the
investment property from the cost method to the fair value method,
as allowed by IAS 40. For this reason, as of the transition date,
figures have been modified and, hence, the special reserve as set
forth by General Ruling CNV N° 609/12 has been increased by
Ps. 1,516, which may only be reversed to be capitalized or to
absorb potential negative balances under retained
earnings.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
Dividends
During
the years ended June 30, 2017 and 2016, there were no distributions
of dividends. Dividends
distributed during fiscal year ended June 30, 2015 amounted to Ps.
6.
Additional paid-in capital from treasury shares
Upon
sale of the treasury shares, the difference between the net
realizable value of the treasury shares sold and their acquisition
cost shall be recorded, whether it is a gain or a loss, as part of
owners’ contributions not yet capitalized to be called
“Additional Paid-in Capital from Treasury
Stock”.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
19. Equity (Continued)
Group’s other
reserves at June 30, 2017, 2016 and 2015 were as
follows:
|
|
Changes
in non-controlling interest
|
Reserve
from
cumulative
translation adjustment
|
Reserve
for
share
based payments
|
Reserve
for new developments
|
Reserve
for the acquisition of securities issued by the
Company
|
|
Balances
as of June 30, 2014
|
(55)
|
(15)
|
634
|
70
|
17
|
200
|
851
|
Adjustment due to
changes in policies and accounting standards
|
-
|
253
|
80
|
-
|
-
|
-
|
333
|
Balances
as of June 30, 2014 (recast)
|
(55)
|
238
|
714
|
70
|
17
|
200
|
1,184
|
Other comprehensive
loss for the year
|
-
|
-
|
(194)
|
-
|
-
|
-
|
(194)
|
Total
comprehensive loss for the year
|
-
|
-
|
(194)
|
-
|
-
|
-
|
(194)
|
Appropriation
of retained earnings resolved by Ordinary Shareholders’
Meeting held on November 14, 2014:
|
|
|
|
|
|
|
|
- Share
distribution
|
55
|
-
|
-
|
-
|
-
|
(55)
|
-
|
- Reserve for new
developments
|
-
|
-
|
-
|
-
|
(17)
|
|
(17)
|
- Reserve for
repurchase of shares
|
-
|
-
|
-
|
-
|
-
|
(113)
|
(113)
|
Equity-settled
compensation
|
-
|
-
|
-
|
28
|
-
|
-
|
28
|
Acquisition of
treasury stock
|
(32)
|
-
|
-
|
-
|
-
|
-
|
(32)
|
Equity incentive
plan granted
|
-
|
-
|
-
|
(16)
|
-
|
-
|
(16)
|
Changes in
non-controlling interest
|
-
|
(28)
|
-
|
-
|
-
|
-
|
(28)
|
Balances
as of June 30, 2015 (recast)
|
(32)
|
210
|
520
|
82
|
-
|
32
|
812
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
19. Equity (Continued)
|
|
Changes
in non-controlling interest
|
Reserve
from
cumulative
translation adjustment
|
Reserve
for share based
compensation
|
Reserve
for future dividends
|
Reserve
for defined benefit plans
|
Other
subsidiaries reserves
|
Reserve
for the acquisition of securities issued by the
Company
|
|
Balances
as of June 30, 2015 (recast)
|
(32)
|
210
|
520
|
82
|
|
|
-
|
32
|
812
|
Other comprehensive
income / (loss) for the year
|
-
|
-
|
578
|
-
|
-
|
(6)
|
(24)
|
|
548
|
Total
comprehensive income / (loss) for the year
|
-
|
-
|
578
|
-
|
-
|
(6)
|
(24)
|
|
548
|
Appropriation
of retained earnings resolved by Shareholders’ Meeting held
on October 30 and November 26, 2015:
|
|
|
|
|
|
|
|
|
|
- Reserve for
future dividends
|
-
|
|
-
|
-
|
31
|
-
|
-
|
-
|
31
|
Equity-settled
compensation
|
-
|
|
-
|
17
|
-
|
-
|
-
|
-
|
17
|
Equity incentive
plan granted
|
-
|
|
-
|
(4)
|
-
|
-
|
-
|
-
|
(4)
|
Changes in
non-controlling interest
|
-
|
(92)
|
-
|
-
|
-
|
-
|
-
|
-
|
(92)
|
Cumulative
translation adjustment for interest held before business
combination
|
-
|
-
|
(58)
|
-
|
-
|
-
|
-
|
-
|
(58)
|
Share of changes in
subsidiaries’ equity
|
-
|
|
-
|
-
|
-
|
-
|
45
|
-
|
45
|
Balances
as of June 30, 2016 (recast)
|
(32)
|
118
|
1,040
|
95
|
31
|
(6)
|
21
|
32
|
1,299
|
Other comprehensive
income for the year
|
-
|
-
|
1,083
|
-
|
-
|
9
|
-
|
-
|
1,092
|
Total
comprehensive income for the year
|
-
|
-
|
1,083
|
-
|
-
|
9
|
-
|
-
|
1,092
|
Appropriation
of retained earnings resolved by Ordinary Shareholders’
Meeting held on October 31, 2016:
|
|
|
|
|
|
|
|
|
|
- Share
distribution
|
7
|
-
|
-
|
-
|
-
|
-
|
-
|
(7)
|
-
|
- Reserve for
future dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
- Release for
future dividends
|
-
|
-
|
-
|
-
|
(31)
|
-
|
-
|
-
|
(31)
|
Equity-settled
compensation
|
-
|
-
|
-
|
13
|
-
|
-
|
-
|
-
|
13
|
Equity incentive
plan granted
|
1
|
-
|
-
|
(5)
|
-
|
-
|
-
|
-
|
(4)
|
Changes in
non-controlling interest
|
-
|
125
|
-
|
-
|
-
|
-
|
2
|
-
|
127
|
Balances
as of June 30, 2017
|
(24)
|
243
|
2,123
|
103
|
-
|
3
|
23
|
25
|
2,496
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
20.
Trade
and other payables
Group’s trade
and other payables as of June 30, 2017, 2016 and 2015 were as
follows:
|
|
|
|
Non-current
|
|
|
|
Trade
payables
|
|
|
|
Trade
payables
|
2,063
|
1,461
|
618
|
Construction
obligations
|
873
|
895
|
-
|
Total
non-current trade payables
|
2,936
|
2,356
|
618
|
Other
payables
|
|
|
|
Payment plan for
payable taxes
|
-
|
-
|
24
|
Deferred
incomes
|
73
|
65
|
7
|
Taxes
payable
|
12
|
8
|
7
|
Others
|
967
|
35
|
10
|
Total
non-current other payables
|
1,052
|
108
|
48
|
Total
non-current trade and other payables
|
3,988
|
2,464
|
666
|
Current
|
|
|
|
Trade
payables
|
|
|
|
Admission
rights
|
-
|
188
|
143
|
Trade
payables
|
13,298
|
11,180
|
316
|
Accrued
invoices
|
849
|
612
|
223
|
Construction
obligations
|
353
|
1,238
|
-
|
Leases and services
payments received in advance
|
4,377
|
3,356
|
226
|
Guarantee
deposits
|
-
|
24
|
-
|
Total
current trade payables
|
18,877
|
16,598
|
908
|
Other
payables
|
|
|
|
Taxes
payable
|
577
|
333
|
220
|
Construction
provisions
|
343
|
509
|
-
|
Dividends payable
to non-controlling shareholders
|
251
|
435
|
124
|
Others
|
1,922
|
568
|
55
|
Total
current other payables
|
3,093
|
1,845
|
399
|
Total
current trade and other payables
|
21,970
|
18,443
|
1,307
|
Total
trade and other payables
|
25,958
|
20,907
|
1,973
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
The
Group is subject to claims, lawsuits and other legal proceedings in
the ordinary course of business, including claims from clients
where a third party seeks reimbursement or damages. The
Group’s liability under such claims, lawsuits and legal
proceedings cannot be estimated with certainty. From time to time,
the status of each major issue is evaluated and its potential
financial exposure is assessed. If the potential loss involved in
the claim or proceeding is deemed probable and the amount may be
reasonably estimated, a liability is recorded. The Group estimates
the amount of such liability based on the available information and
in accordance with the provisions of the IFRS. If additional
information becomes available, the Group will make an evaluation of
claims, lawsuits and other outstanding proceeding, and will revise
its estimates.
The
table below shows the evolution in the Group's provisions for other
liabilities categorized by type of provision:
|
|
Investments
in
associates
and
joint ventures (ii)
|
Sited
dismantling
and
remediation (iii)
|
|
|
|
As
of June 30, 2014 (recast)
|
64
|
-
|
-
|
-
|
-
|
64
|
Additions
|
47
|
18
|
-
|
-
|
-
|
65
|
Unused amounts
reversed
|
(32)
|
-
|
-
|
-
|
-
|
(32)
|
As
of June 30, 2015 (recast)
|
79
|
18
|
-
|
-
|
-
|
97
|
Additions
|
62
|
38
|
39
|
64
|
3
|
206
|
Unused amounts
reversed
|
(109)
|
-
|
-
|
(80)
|
(19)
|
(208)
|
Incorporated by
business combination (Note 3)
|
424
|
-
|
47
|
199
|
299
|
969
|
Cumulative
translation adjustment
|
248
|
(9)
|
28
|
113
|
144
|
524
|
As
of June 30, 2016 (recast)
|
704
|
47
|
114
|
296
|
427
|
1,588
|
Additions
|
259
|
105
|
-
|
20
|
131
|
515
|
Unused amounts
reversed
|
(269)
|
(79)
|
-
|
(135)
|
(68)
|
(551)
|
Share of loss of
joint ventures
|
-
|
(3)
|
-
|
-
|
-
|
(3)
|
Liabilities
incorporated by business combination (Note 3)
|
2
|
-
|
-
|
-
|
|
2
|
Cumulative
translation adjustment
|
141
|
2
|
26
|
39
|
90
|
298
|
As
of June 30, 2017
|
837
|
72
|
140
|
220
|
580
|
1,849
|
(i)
Additions and
recoveries are included in "Other operating results,
net".
(ii)
Corresponds to
equity interests in associates with negative equity, mainly New
Lipstick. Additions and recoveries are included in "Share of profit
/ (loss) of joint ventures and associates".
(iii)
The Group’s
companies are required to recognize certain costs related to the
dismantling of assets and remediating sites from the places where
such assets are located. The calculation of expenses are based on
the dismantling value for the current year, taking into
consideration the best estimate of future changes in prices,
inflation, etc. and such costs are capitalized at a risk-free
interest rate. Volume projections for retired or built assets are
recast based on expected changes from technological rulings and
requirements.
(iv)
Provisions for
other contractual obligations include a series of obligations
resulting from a contractual liability or laws, regarding which
there is a high degree of uncertainty as to the terms and the
necessary amounts to discharge such liability.
(v)
The balance
pertains to provisions related to investment property. Includes NIS
99 million (equivalent to approximately Ps. 465 as of the date of
these Consolidated Financial Statements) related to a termination
fee on a pre-acquisition contractual obligation between the
Company's subsidiary, IDBD and a brokerage firm regarding advisory
services on a property. The Company is currently disputing the
contractual termination fee, therefore the final amount and timing
of payment is uncertain. In November 2009, PBC’s Audit
Committee and Board of Directors approved the agreement with Rock
Real whereby the latter would look for and propose to PBC the
acquisition of commercial properties outside Israel, in addition to
assisting in the negotiations and management of such properties. In
return, Rock Real would receive 12% of the net income generated by
the acquired real property. Pursuant to amendment 16 of the Israel
Commercial Act 5759-1999, the agreement must be ratified by the
Audit Committee before the third year after the effective date;
otherwise, it expires. The agreement has not been ratified by the
Audit Committee within such three-year term, so in January 2017,
PBC issued a statement that hinted at the expiration of the
agreement and informed that it would begin negotiations to reduce
the debt. The parties have appointed an arbitrator that should
render a decision on the dispute.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
21.
Provisions (Continued)
The
analysis of total provisions is as follows:
|
|
|
|
Non-current
|
955
|
547
|
42
|
Current
|
894
|
1,041
|
55
|
Total
|
1,849
|
1,588
|
97
|
Dolphin
In
September 2016, a former non-controlling shareholder of IDBD (the
"Petitioner") filed a petition with the district court of Be'er
Sheva against Dolphin Netherlands, IFISA and Mr. Eduardo Elsztain
(jointly referred to as "Dolphin"), to initiate a claim under a
collective action (the “Petition”). The Petitioner
argues that in executing the modified tender offer of IDBH (a
former controlling company of IDBD), as explained in Note 4.H.a),
the non-controlling shareholders of IDBD, which voted against the
modification of the tender offer, were forced to sell their shares
at a value that differed from the value initially agreed upon and
that, therefore, Dolphin should compensate them for an estimated
amount of NIS 158 (equivalent to Ps. 754 as of the date of these
Consolidated Financial Statements). In July 2017, Dolphin filed a
motion to dismiss the Petition. Our legal advisors consider that
the collective petition will probably be dismissed by the Court. If
not dismissed, Dolphin will have to file an answer to the Petition
within the 60 days following the Court’s decision regarding
the motion to dismiss.
Cresud
On
February 23, 2016, a class action was filed against IRSA, the
Company, some first-line managers and directors with the District
Court of the USA for the Central District of California. The
complaint, on behalf of people holding American Depositary Receipts
of IRSA between November 3, 2014 and December 30, 2015, claims
presumed violations to the US federal securities laws. In addition,
it argues that defendants have made material misrepresentations and
made some omissions related to the IRSA’s investment in
IDBD.
Such
complaint was voluntarily waived on May 4, 2016 by the plaintiff
and filed again on May 9, 2016 with the US District Court by the
East District of Pennsylvania.
Furthermore, the
Companies and some of its first-line managers and directors are
defendants in a class action filed on April 29, 2016 with the US
District Court of the East District of Pennsylvania. The complaint,
on behalf of people holding American Depositary Receipts of the
Company between May 13, 2015 and December 30, 2015, claims
violations to the US federal securities laws. In addition, it
argues that defendants have made material misrepresentations and
made some omissions related to the IRSA’s investment in
IDBD.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
21.
Provisions (Continued)
Subsequently,
Cresud and IRSA requested that the complaint be moved to the
district of New York, which request was later granted.
On
December 8, 2016, the Court appointed the representatives of each
presumed class as primary plaintiffs and the lead legal advisor for
each of the classes. On February 13, 2017, the plaintiffs of both
classes filed a document containing certain amendments. The Company
and IRSA filed a petition requesting that the class action brought
by IRSA’s shareholders should be dismissed. On April 12,
2017, the court suspended the class action filed by the
Company’s shareholders until the Court decides on the
petition of dismissal of such class action. Filing information on
the motion to dismiss the collective remedy filed by shareholders
of IRSA was completed on July 7, 2017. The Court has yet to render
a decision on the motion to dismiss.
The
Companies hold that such allegations are meritless and will
continue making a strong defense in both actions.
Claims against Cellcom and its subsidiaries
Most
legal proceedings involve consumer claims and actions derived from
these claims and petitions have been filed requesting that they be
admitted as class actions.
Claims against Shufersal and its subsidiaries
Most
legal actions pertain to consumer claims and petitions requesting
that such claims be admitted as class actions. There are also
individual legal actions brought and employees, subcontractors and
suppliers.
Claims against PBC
On July 4, 2017, PBC was served notice
from the tax authority of
Israel of income tax official
assessments based on a “better assessment” of taxes for
the years 2012-2015, and concluded that PBC is required to pay
approximately NIS 187 (including interest) since compensation of
losses is not admitted.
In
the opinion of legal advisors to PBC, the company has sound
arguments against the Revenue Administration’s position and
will file its objection to it. As of the balance sheet date, there
is no provision in relation to this claim.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
Group’s
borrowings as of June 30, 2017, 2016 and 2015 are as
follows:
|
|
|
|
Non-current
|
|
|
|
Non-convertible
notes
|
93,944
|
69,997
|
5,427
|
Bank loans and
others
|
10,804
|
6,836
|
406
|
Other
borrowings
|
252
|
-
|
-
|
Non-recourse
loan
|
7,025
|
16,975
|
-
|
Total
non-current borrowings
|
112,025
|
93,808
|
5,833
|
Current
|
|
|
|
Non-convertible
notes
|
17,115
|
15,595
|
636
|
Bank loans and
others
|
4,213
|
4,662
|
524
|
Bank
overdrafts
|
126
|
1,397
|
1,291
|
Other
borrowings
|
1,833
|
1,834
|
15
|
Total
current borrowings
|
23,287
|
23,488
|
2,466
|
Total
borrowings
|
135,312
|
117,296
|
8,299
|
Urban
properties and investment business of the operations center in
Argentina
● On September 1,
2016, IRSA's Non-Convertible Notes Class VII and VIII were tendered
under the Program approved by the Shareholders’ Meeting for
up to US$ 300. The settlement took place on September 8, 2016. The
results are shown below:
Non-convertible
notes Class VII for an amount of Ps. 384.2 to be matured 36 months
after the issuing date, which accrue interest at an annual floating
interest rate, Badlar plus 299 basis points, interest payable on a
quarterly basis. Principal will be amortized in only one
installment due on September 9, 2019.
Non-convertible
notes Class VIII for an amount of US$ 184.5 (equivalent to Ps.
2,771 as of that date) to be matured 36 months after the issuing
date, paid in and payable in US Dollars, which will accrue interest
at an annual fixed interest rate of 7.0%, interest payable on a
quarterly basis. Principal will be amortized in only one
installment due on September 9, 2019.
● On February 20,
2017, IRSA signed a loan with a foreign banking institution for US$
50 maturing on February 23, 2022. The loan will accrue interest at
a fixed interest rate of 5.95%, interest payable on a quarterly
basis. There is one grace year for the principal, which is
subsequently amortized over 17 consecutive and equal
installments.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
22.
Borrowings (Continued)
Urban
properties and investment business of the operations center in
Israel
● In July 2016,
Shufersal repurchased NCN Series B for a nominal value of NIS 511
(equivalents to Ps. 2,771 as of that date) with an increase of the
issue of NCN Series F by a ratio of 1.175 for each NIS 1 of the
Series B. The NCN Series B acquired by Shufersal were cancelled and
delisted. The swap transaction does not amount to an exchange of
debt instruments because the terms are not substantially different.
All expenses related to the bond swap have been deducted from
outstanding balance of the debt and shall be amortized over the
remaining term of it.
● On August 2, 2016,
lDBD has issued a new series of NCN in the Israeli market in an
amount of NIS 325 (equivalent to Ps. 1,213 as of that date) due in
2019, at an annual IPC (indexed interest rate) plus 4.25%. These
NCN are secured by shares of Clal subject to the approval of the
Israel Commission of Capital Markets, Savings and Insurance. On
September 15, 2016, the Supreme Court rendered an opinion on the
use of Clal’s shares as collateral and has requested the
Capital Markets, Savings and Insurance Commission to explain the
reasons why it does not allow IDBD to secure debentures with up to
5% of Clal shares. In January 2017, the Court ordered that IDBD
should refrain from securing the debentures in excess of 5% of
Clal’s shares, as they are already securing in part a loan by
Menorha.
In
accordance with the decision rendered by the Supreme Court on the
petition filed by IDBD to pledge Clal’s shares in September,
2016, on October 13, 2016, the Board of Directors of IDBD resolved
a partial early redemption of the debentures, which was effected on
November 1, 2016 for an approximately amount of NIS 239 at nominal
value (“the redeemed portion”) and represents a total
of approximately NIS 244 with respect to principal, interest and
compensation for early redemption. The early redemption represented
73.7% of the outstanding principal balance of the
debentures.
In
addition, IDBD issued debentures (Series L) for a total of NIS 381
(equal to Ps. 1,565 as of that date). The debentures accrue
interest at a rate of 6.95%. The principal will be repaid in a
single payment on November 28, 2019. The first interest payment
will be made on February 28, 2017 for the period spanning from the
issue date to the payment date. The remaining interest payments
will be made in 4 annual consecutive quarterly installments due in
February, May, August and November each year. In order to ensure
full compliance with all commitments, IDBD pledged DIC’s
shares for nearly 46.2 million.
● On August 4, 2016,
DIC issued further debentures due 2025 in an amount of NIS 360
(equivalent to Ps. 1,344 as of that date). The bonds were placed at
an internal rate of return of 5.70%.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
22. Borrowings
(Continued)
● In October 2016,
PBC issued debentures for NIS 102 (equal to Ps. 417 as of that
date), at an annual effective rate of 2.99% indexed to the CPI, and
also issued debentures for roughly NIS 497 (equal to Ps. 2,055 as
of that date) at an effective rate of 4.10% with no CPI indexation
clause.
● In January 2017,
IDBG received a loan from an Israeli financial entity in the amount
of US$ 41.4. Principal will be reimbursed after the lapse of two
years and shall accrue interest at 7%. The loan is backed by IDBD
and PBC (jointly and severally). In addition, the due date has been
extended to December 31, 2018 for a bank loan in the amount of US$
59 granted by a US bank to a subsidiary of IDBG (Great Wash Park
LLC) which is building a shopping mall in Las Vegas,
Nevada.
● On February 16,
2017, IDBD made a placement of Series 13 Debentures in the Israeli
market for NIS 1,060 (equivalent to Ps. 4,452 as of that date),
maturing in November 2019, at a fixed annual interest rate of
5.40%. Such debentures are collateralized by the potential cash
flow that could derive from dividends or the sale of certain shares
of Clal Insurance Enterprise Holdings Ltd., held by
IDBD.
● In May 2012, IDBD
was granted a loan from Menorah Group, which accrues interest at a
rate of 6.9%, plus CPI. The loan was collateralized by a pledge
over the shares of DIC and Clal Insurance Enterprise Holdings. The
total loan amounts to nearly NIS 153 (equivalent to Ps. 643 as of
that date) and was collateralized by shares held by IDBD in DIC and
Clal, which represent, respectively, roughly 15.3% and 4% of the
share capital of such companies. In March 2017, IDBD reimbursed the
loan balance plus a penalty for advance payment in the amount of
NIS 154 (equivalent to Ps. 647 as of that date). As a consequence
thereof, the pledges held by the bank over DIC’s and
Clal’s shares were dropped.
● During April 2017,
PBC made a public offering of debentures (series I) for nearly NIS
431, for which it raised roughly NIS 446 (approximately equivalent
to Ps. 1,873 as of the issuance date).
● During April 2017,
Gav-Yam made a public offering of debentures (series F) for nearly
NIS 303 (approximately equivalent to Ps. 1,272 as of the issuance
date).
● In April 2017, DIC
made a public offering to expand its debentures (series F) for
approximately NIS 444, for which it raised roughly NIS 555
(approximately equivalent to Ps. 2,359 as of the issuance
date).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
22. Borrowings (Continued)
The
maturity of the Group's borrowings (excluding obligations under
finance leases) and the Group's exposure to fixed and variable
interest rates is as follows:
|
|
|
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
Urban properties
and investments business
|
|
|
|
Operations
Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
Operations Center in Argentina
|
Operations
Center in
Israel
|
|
|
|
Operations
Center in
Argentina
|
|
Do
accrue interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than one
year
|
3,173
|
423
|
18,249
|
18,672
|
21,845
|
1,195
|
2,573
|
18,172
|
20,745
|
21,940
|
1,202
|
1,056
|
2,258
|
Between 1 and 2
years
|
1,482
|
207
|
14,145
|
14,352
|
15,834
|
1,205
|
16
|
16,826
|
16,842
|
18,047
|
417
|
2,300
|
2,717
|
Between 2 and 3
years
|
476
|
3,598
|
11,400
|
14,998
|
15,474
|
500
|
1
|
19,535
|
19,536
|
20,036
|
848
|
2
|
850
|
Between 3 and 4
years
|
474
|
1,360
|
10,558
|
11,918
|
12,392
|
1,332
|
14
|
4,643
|
4,657
|
5,989
|
710
|
-
|
710
|
Between 4 and 5
years
|
119
|
217
|
10,520
|
10,737
|
10,856
|
40
|
1,063
|
7,092
|
8,155
|
8,195
|
218
|
-
|
218
|
More than 5
years
|
-
|
5,878
|
51,560
|
57,438
|
57,438
|
34
|
5,302
|
36,170
|
41,472
|
41,506
|
40
|
1,274
|
1,314
|
|
5,724
|
11,683
|
116,432
|
128,115
|
133,839
|
4,306
|
8,969
|
102,438
|
111,407
|
115,713
|
3,435
|
4,632
|
8,067
|
Do
not accrue interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than one
year
|
45
|
250
|
1,003
|
1,253
|
1,298
|
31
|
240
|
1,265
|
1,505
|
1,536
|
21
|
175
|
196
|
Between 1 and 2
years
|
-
|
4
|
-
|
4
|
4
|
5
|
3
|
-
|
3
|
8
|
4
|
1
|
5
|
Between 2 and 3
years
|
-
|
7
|
-
|
7
|
7
|
-
|
-
|
-
|
-
|
-
|
4
|
-
|
4
|
Between 3 and 4
years
|
-
|
19
|
-
|
19
|
19
|
-
|
3
|
-
|
3
|
3
|
1
|
-
|
1
|
Between 4 and 5
years
|
-
|
5
|
-
|
5
|
5
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
More than 5
years
|
-
|
8
|
-
|
8
|
8
|
-
|
10
|
-
|
10
|
10
|
-
|
-
|
-
|
|
45
|
293
|
1,003
|
1,296
|
1,341
|
36
|
256
|
1,265
|
1,521
|
1,557
|
30
|
176
|
206
|
|
5,769
|
11,976
|
117,435
|
129,411
|
135,180
|
4,342
|
9,225
|
103,703
|
112,928
|
117,270
|
3,465
|
4,808
|
8,273
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
22. Borrowings (Continued)
The
following tables show a breakdown of the Group’s fixed-rate
and floating-rate borrowings per currency denomination and
functional currency of the subsidiary issuing the loans (excluding
finance leases) for the years ended June 30, 2017 and 2016. All
amounts in millions of Argentine Pesos:
|
|
June 30, 2017
Functional currency
|
Rate per currency denomination
|
|
|
|
|
|
|
|
Fixed rate:
|
|
|
|
|
|
|
|
Argentine
Peso
|
135
|
-
|
-
|
-
|
-
|
8,694
|
8,829
|
Brazilian
Reais
|
-
|
155
|
-
|
-
|
-
|
-
|
155
|
US
Dollar
|
16,409
|
-
|
-
|
-
|
-
|
715
|
17,124
|
NIS
|
-
|
-
|
-
|
-
|
-
|
103,294
|
103,294
|
Subtotal
fixed-rate borrowings
|
16,544
|
155
|
-
|
-
|
-
|
112,703
|
129,402
|
Floating rate:
|
|
|
|
|
|
|
|
Argentine
Peso
|
480
|
-
|
-
|
-
|
-
|
-
|
480
|
Brazilian
Reais
|
-
|
468
|
-
|
-
|
-
|
-
|
468
|
US
Dollar
|
195
|
-
|
14
|
-
|
-
|
1,022
|
1,231
|
NIS
|
-
|
-
|
-
|
-
|
-
|
3,710
|
3,710
|
Subtotal
floating rate borrowings
|
675
|
468
|
14
|
-
|
-
|
4,732
|
5,889
|
Total
borrowings as per analysis
|
17,219
|
623
|
14
|
-
|
-
|
117,435
|
135,291
|
Finance lease
obligations
|
2
|
19
|
-
|
-
|
-
|
-
|
21
|
Total borrowings as per Statement of Financial
Position
|
17,221
|
642
|
14
|
-
|
-
|
117,435
|
135,312
|
|
|
June 30, 2016 (recast)
Functional currency
|
Rate per currency denomination
|
|
|
|
|
|
|
|
Fixed rate:
|
|
|
|
|
|
|
|
Argentine
Peso
|
238
|
-
|
-
|
-
|
-
|
19,101
|
19,339
|
Bolivian
Peso
|
-
|
-
|
11
|
-
|
-
|
-
|
11
|
Brazilian
Reais
|
-
|
242
|
-
|
-
|
-
|
-
|
242
|
US
Dollar
|
11,984
|
-
|
1
|
-
|
-
|
-
|
11,985
|
NIS
|
-
|
-
|
-
|
-
|
-
|
77,833
|
77,833
|
Subtotal
fixed-rate borrowings
|
12,222
|
242
|
12
|
-
|
-
|
96,934
|
109,410
|
Floating rate:
|
|
|
|
|
|
|
|
Argentine
Peso
|
708
|
-
|
-
|
-
|
-
|
-
|
708
|
Brazilian
Reais
|
-
|
188
|
-
|
-
|
-
|
-
|
188
|
US
Dollar
|
201
|
-
|
-
|
-
|
-
|
1,687
|
1,888
|
NIS
|
-
|
-
|
-
|
-
|
-
|
5,081
|
5,081
|
Subtotal
floating rate borrowings
|
909
|
188
|
-
|
-
|
-
|
6,768
|
7,865
|
Total
borrowings as per analysis
|
13,131
|
430
|
12
|
-
|
-
|
103,702
|
117,275
|
Finance lease
obligations
|
-
|
21
|
-
|
-
|
-
|
-
|
21
|
Total borrowings as per Statement of Financial
Position
|
13,131
|
451
|
12
|
-
|
-
|
103,702
|
117,296
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
22. Borrowings (Continued)
|
|
June 30, 2015 (recast)
Functional currency
|
Rate per currency denomination
|
|
|
|
|
|
|
|
Fixed rate:
|
|
|
|
|
|
|
|
Argentine
Peso
|
826
|
-
|
-
|
-
|
-
|
-
|
826
|
Brazilian
Reais
|
-
|
185
|
-
|
-
|
-
|
-
|
185
|
US
Dollar
|
5,362
|
-
|
-
|
71
|
21
|
-
|
5,454
|
Subtotal
fixed-rate borrowings
|
6,188
|
185
|
-
|
71
|
21
|
-
|
6,465
|
Floating rate:
|
|
|
|
|
|
|
|
Argentine
Peso
|
1,426
|
-
|
-
|
-
|
-
|
-
|
1,426
|
Bolivian
Peso
|
-
|
-
|
7
|
-
|
-
|
-
|
7
|
Brazilian
Reais
|
-
|
259
|
-
|
-
|
-
|
-
|
259
|
US
Dollar
|
128
|
-
|
-
|
-
|
-
|
-
|
128
|
Subtotal
floating rate borrowings
|
1,554
|
259
|
7
|
-
|
-
|
-
|
1,820
|
Total
borrowings as per analysis
|
7,742
|
444
|
7
|
71
|
21
|
-
|
8,285
|
Finance lease
obligations
|
3
|
22
|
-
|
-
|
-
|
-
|
25
|
Total borrowings as per Statement of Financial
Position
|
7,745
|
466
|
7
|
71
|
21
|
-
|
8,310
|
Equity Incentive Plan
The
Group has an equity incentive plan, created in September 30, 2011,
which aims at certain selected employees, directors and top
management of the Company, IRSA and IRSA CP (the
“Participants”). Participation in the plan is voluntary
and employees are invited to participate by the Board.
Under
the Incentive Plan, entitle the Participants to receive shares
("Contributions") of the Company and IRSA, based on a percentage of
their annual bonus for the years 2011, 2012 and 2013, providing
they remain as employee of the Company for at least five years,
among other conditions, required to qualify such Contributions.
These contributions shall be held by the Company and IRSA, and as
the conditions established by the Plan are verified, such
contributions shall be transferred to the
Participants.
As of
June 30, 2017, 2016 and 2015, the Company set up a reserve for the
Incentive Plan under Shareholder’s Equity in the amount of
Ps. 113, Ps. 102 and Ps. 96, respectively. The reserve was based on
the fair value of the shares to be granted under the Group’s
contribution, on a proportional basis to the employee’s
permanence in the Incentive Plan and adjusted for the probability
that these beneficiaries may leave the Group before the required
term has elapsed and/or the conditions to be entitled to the
mentioned plan benefits are met as of each period end.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
23.
Employee benefits
(Continued)
As of
June 30, 2017, 2016 and 2015, the Group recognized a charge in
connection with the Incentive Plan of Ps. 18.4, Ps. 25.1 and Ps.
30.8, respectively. The total cost of the plan that has not yet
been recognized because the term for the full granting of the
benefit is still effective amounts to Ps. 8.1, Ps. 27.3 and Ps.
56.4, respectively, for each fiscal year. This cost is expected to
be recognized over the next fiscal year.
During
the fiscal years ended June 30, 2017, 2016 and 2015, the Group
granted 0.4, 1 and 1.8 million shares, respectively, corresponding
to the Participants’ Contributions.
Movements in the
number of matching shares outstanding under the incentive plan
corresponding to the Company´s contributions are as
follows:
|
|
|
|
At
the beginning
|
6,324,737
|
7,613,638
|
10,033,785
|
Additions
|
-
|
-
|
308,426
|
Granted
|
(443,839)
|
(1,028,766)
|
(1,883,077)
|
Disposals
|
(46,222)
|
(260,135)
|
(845,496)
|
At
the end
|
5,834,676
|
6,324,737
|
7,613,638
|
Defined contribution plan
The
Group has a defined contribution plan (the “Plan”)
covering certain selected managers in Argentina. The Plan was
effective as from January 1, 2006. Participants may make pre-tax
contributions to the Plan of up to 2.5% of their monthly salary
(“Base Contributions”) and of up to 15% of their annual
bonus (“Extraordinary Contributions”). Under the Plan,
the Group matches employee contributions to the plan at a rate of
200% for Base Contributions and 300% for Extraordinary
Contributions.
All
contributions are invested in funds administered outside of the
Group. Participants or their assignees, as the case may be, will
have access to the 100% of the Company contributions under the
following circumstances:
(i)
ordinary retirement
in accordance with applicable labor regulations;
(ii)
total or permanent
incapacity or disability;
In case
of resignation or termination without good cause, the manager will
receives the Group’s contribution only if he or she has
participated in the Plan for at least 5 years.
Contributions made
by the Group under the Plan amount to Ps. 21, Ps. 10 and Ps. 5 for the fiscal
years ended June 30, 2017, June 30, 2016 and 2015,
respectively.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
23.
Employee benefits
(Continued)
Established only by subsidiary undertakings
Brasilagro Stock Option Plan
The
Group’s subsidiary, Brasilagro, has a stock option plan (the
“Brasilagro Stock Option Plan”), under which Brasilagro
grants equity-settled options to certain directors and top
management (the “Participants” or
"Beneficiaries").
The
Board of Directors approved the three tranches of
Brasilagro’s Stock Option Plan on August 11, 2010, July 3,
2012 and September 4, 2012, respectively, and Brasilagro’s
Board of Directors was authorized to grant stock options to
selected employees. Upon exercise of each option, its beneficiary
becomes entitled to purchase one share of Brasilagro’s
capital stock at the exercise price set forth under the
Plan.
Brasilagro’s
Stock Option Plan has five beneficiaries and grants 233,689,
206,425 and 206,425 stock options at an exercise price of Rs. 8.97,
Rs. 8.25, and Rs. 8.52 per share, respectively. The options may be
exercised in full as from August 12, 2012, July 3, 2014 and
September 4, 2014, respectively, and are exercisable during three
years as from the time they become exercisable. As of June 30,
2015, none of the stock options was exercised or cancelled and
177,213 expired. As of June 30, 2014, none of the stock options was
exercised, 109,054 were canceled and 68,159 expired.
The
Group did not recognize any charge for the fiscal years ended June
30, 2017 and 2016 related to Brasilagro Stock Option Plan. During
the fiscal year ended June 30, 2015, the Group had recognized a
charge of Ps. 0.2.
The
fair value of the Brasilagro’s awards was measured at the
date of grant using the Black-Scholes valuation
technique.
Key
grant-date fair value and other assumptions under the Brasilagro
Stock Option Plan are detailed below:
Grant
date
|
|
|
Expected
volatility
|
41.62%
|
40.50%
|
Expected
life
|
|
|
Risk free
rate
|
9.37%
|
9.12%
|
Expected dividend
yield
|
0.50%
|
0.50%
|
Option’s fair
value
|
|
|
Exercise
price
|
|
|
Due
date
|
|
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
23.
Employee benefits
(Continued)
Movements in the
number of equity-settled options outstanding and their related
weighted average exercise prices during the year are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
At the
beginning
|
-
|
-
|
|
206,425
|
|
206,425
|
Granted
|
-
|
-
|
-
|
-
|
-
|
-
|
Cancelled
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
Expired
|
-
|
-
|
-
|
-
|
-
|
-
|
At the
end
|
-
|
-
|
|
206,425
|
|
206,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the
beginning
|
|
233,689
|
|
206,425
|
|
206,425
|
Granted
|
-
|
-
|
-
|
-
|
-
|
-
|
Cancelled
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercised
|
-
|
(233,689)
|
-
|
-
|
-
|
-
|
Expired
|
-
|
-
|
-
|
-
|
-
|
-
|
At the
end
|
|
-
|
|
206,425
|
|
206,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the
beginning
|
|
301,848
|
|
260,952
|
|
260,952
|
Granted
|
-
|
-
|
-
|
-
|
-
|
-
|
Cancelled
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
Expired
|
-
|
(68,159)
|
-
|
(54,527)
|
-
|
(54,527)
|
At the
end
|
|
233,689
|
|
206,425
|
|
206,425
|
On
December 9, 2016, the Company was notified that all of the stock
call options had been exercised under the First Program, making up
a total of 97,371 stock call options, at an exercise price of Ps.
40.04 per share, with a total value of Ps. 3.901.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
23.
Employee benefits
(Continued)
Following notice of
the exercise of stock call options by the beneficiary, the Company
transferred upon the beneficiary the amount of shares that would
equal the number of reported options, as applicable, considering
that the shares to be transferred by the Company are currently
Treasury stock. On the other hand, the beneficiary paid the
exercise price in cash following the transfer of
shares.
Brasilagro Warrants
On
March 15, 2006, the Board of Directors of Brasilagro approved the
issuance of 512,000 share warrants (the "Brasilagro Warrants"),
256,000 of which correspond to the first tranche, and 256,000 of
which correspond to the second tranche.
The
first tranche of Brasilagro Warrants were delivered to its founding
shareholders in March 2006, before Brasilagro’s IPO. As
reported by Brasilagro in its IPO Prospectus, said warrants were
granted to its founding shareholders in recognition of their
founding efforts, their entrepreneurial spirit in preparing
Brasilagro for its IPO, the work done in developing the business
plan, and their commitment to the Company’s growth. The
warrants were distributed among the founding shareholders for no
consideration.
As
Brasilagro received services from its founding shareholders in
exchange for share-based payments, the first issuance of Brasilagro
Warrants are within the scope of IFRS 2. However, due to the fact
that these warrants could have been fully exercised since March 15,
2009, that is, before the transition date to the IFRS (July 1,
2009), and that the fair value of the warrants had not been
published, the Group applied the exemption available under IFRS 1
for these equity instruments.
Each
lot of 1,000 Warrants grants the right to subscribe 100 shares of
Brasilagro. Brasilagro Warrants vest over a three-year period from
the date of grant at 33% every year, and are exercisable by their
holders over a fifteen-year period. The number of shares to be
subscribed upon exercise of the warrants shall be adjusted in the
event of split or reverse split of shares.
The
256,000 warrants of the second issue were exercisable as of June
30, 2017 and 2016, and of the first issue as of June 30,
2015.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
23.
Employee benefits
(Continued)
Brasilagro Warrants
of the first issuance outstanding at each period end under have the
following expiry date and exercise prices:
|
|
|
Expiry:
|
Exercise
price per share
|
|
|
|
April 27,
2021
|
Rs.
18.20
|
256,000
|
256,000
|
256,000
|
(i)
From
the Brasilagro Warrants under the second tranche 177,004 were owned
by the Company as of June 30, 2017 and 2016, respectively, and
under the first tranche, as of June 30, 2015.
Group’s
management believes that Brasilagro Warrants under the second
tranche (which are only exercisable if and when a transfer of
control or acquisition of a significant interest occurs) has a fair
value as of any of the periods presented because the exercise price
will be equal to the price per share to be paid by the party that
obtains control or that acquires a significant interest in
Brasilagro. As a result, no liability has been recorded with
respect to the Brasilagro Warrants of the second
issuance.
Each
lot of 1,000 warrants grants the right to subscribe 100 shares of
Brasilagro. Brasilagro Warrants of the second issuance are
exercisable by their holders during a fifteen-year period but only
in the event of change in control and/or acquisition of a material
interest in Brasilagro. The number of shares to be subscribed upon
exercise of the warrants shall be adjusted in the event of split or
reverse split of shares.
As
Brasilagro Warrants under the second issuance were delivered to
provide Brasilagro’s founding shareholders with a mechanism
to leverage their interest in Brasilagro, and not in exchange for
goods and/or services, they are not within the scope of IFRS 2.
Rather, they are accounted for as a derivative financial liability
in accordance with IAS 32 and IFRS 9.
Out of
the warrants under the second issuance 177,004 were held by the
Company as of June 30, 2017 and 168,902 were held by the Company as
of June 30, 2016 and 2015.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
23.
Employee benefits
(Continued)
IDBD
Benefits to hired
employees include post-employment benefits, retirement benefits,
share-based plans and other short and long-term benefits. The
Group’s liabilities in relation to severance pay and/or
retirement benefits of Israeli employees are calculated in
accordance with Israeli laws.
|
|
|
Present
value of unfunded obligations
|
673
|
572
|
Present
value of funded obligations
|
1,789
|
1,070
|
Total
Present value of defined benefits obligations
(post-employment)
|
2,462
|
1,642
|
Fair
value of plan assets
|
(1,703)
|
(1,101)
|
Recognized liability for defined benefits obligations
|
759
|
541
|
Liability
for other long-term benefits
|
4
|
148
|
Total recognized liabilities
|
763
|
689
|
Assets
designed for payment of benefits for employees
|
-
|
(4)
|
Net position from employee benefits
|
763
|
685
|
Plans associated to certain key members of management
IDBD,
through its subsidiaries, has granted stock incentive plans to key
members of management. In April 2016, some modifications have been
introduced to the plans as regards exercise prices for each of the
five tranches of options, thus establishing a range of NIS 9.5 to
NIS 12.5 per share. The share price at the time of approval was NIS
7.73 per share.
The
Group’s income tax has been calculated on the estimated
taxable profit for the years ended June 30, 2017, 2016 and 2015, at
the rates prevailing in the respective tax jurisdictions. The
subsidiaries of the Group in the jurisdictions where the Group
operates are required to calculate their income taxes on a separate
basis; thus, they are not permitted to compensate
subsidiaries’ losses against subsidiaries
income.
The
details of the provision for the Group’s income tax is as
follows:
|
|
|
|
Current income
tax
|
(893)
|
(673)
|
(687)
|
Deferred income
tax
|
(1,969)
|
(5,176)
|
(703)
|
MPIT
|
-
|
16
|
(6)
|
Income
tax
|
(2,862)
|
(5,833)
|
(1,396)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
24. Taxation (Continued)
The
statutory tax rate in the countries where the Group operates for
all of the years presented are:
|
|
Argentina
|
35%
|
Brazil
|
|
Uruguay
|
|
Bolivia
|
25%
|
USA
|
|
Bermudas
|
0%
|
Israel
|
24%
|
In
December 2016, the Government of Israel modified the income tax
rate thus generating a reduction from the 25% to a 24% for calendar
year 2017, and to a 23% for calendar year 2018 onwards. The effect
from the rate change is recorded as part of deferred tax
expense
Deferred tax assets
and liabilities of the Group as of June 30, 2017, 2016 and 2015
will be recovered as follows:
|
|
|
|
Deferred income tax
assets to be recovered after more than 12 months
|
7,249
|
5,465
|
1,239
|
Deferred income tax
assets to be recovered within 12 months
|
431
|
1,952
|
374
|
Deferred
income tax assets
|
7,680
|
7,417
|
1,613
|
|
|
|
|
Deferred income tax
liabilities to be recovered after more than 12 months
|
(19,522)
|
(24,966)
|
(6,673)
|
Deferred income tax
liabilities to be recovered within 12 months
|
(9,652)
|
(406)
|
(175)
|
Deferred
income tax liabilities
|
(29,174)
|
(25,372)
|
(6,848)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
24. Taxation (Continued)
The
movement in the deferred income tax (opened by assets and
liabilities) during the years ended June 30, 2017, 2016, 2015 and
2014, without taking into consideration the offsetting of balances
within the same tax jurisdiction, is as follows:
Deferred
income tax asset
|
|
|
|
|
As
of June 30, 2014 (recast)
|
1,124
|
103
|
155
|
1,382
|
Charged to the
Statement of Income
|
209
|
222
|
175
|
606
|
Reserve for changes
in non-controlling interest
|
(52)
|
-
|
-
|
(52)
|
Reclassification to
liabilities
|
-
|
-
|
(132)
|
(132)
|
Use of tax loss
carry-forwards
|
(157)
|
-
|
-
|
(157)
|
Cumulative
translation adjustment
|
(52)
|
1
|
17
|
(34)
|
As
of June 30, 2015 (recast)
|
1,072
|
326
|
215
|
1,613
|
Charged to the
Statement of Income
|
173
|
(161)
|
(4)
|
8
|
Reserve for changes
in non-controlling interest
|
(94)
|
-
|
-
|
(94)
|
Use of tax loss
carry-forwards
|
(366)
|
-
|
-
|
(366)
|
Business
combinations
|
2,261
|
1,025
|
442
|
3,728
|
Cumulative
translation adjustment
|
1,666
|
597
|
265
|
2,528
|
As
of June 30, 2016 (recast)
|
4,712
|
1,787
|
918
|
7,417
|
Charged to the
Statement of Income
|
(355)
|
(40)
|
(99)
|
(494)
|
Use of tax loss
carry-forwards
|
(171)
|
-
|
-
|
(171)
|
Reclassification to
other assets held for sale
|
-
|
-
|
(47)
|
(47)
|
Cumulative
translation adjustment
|
552
|
284
|
139
|
975
|
As
of June 30, 2017
|
4,738
|
2,031
|
911
|
7,680
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
24. Taxation (Continued)
Deferred income tax liability
|
Investment
properties
and property, plant
and
equipment
|
|
|
|
|
Trade and other receivables
|
|
|
|
As
of June 30, 2014 (recast)
|
(5,300)
|
(88)
|
-
|
(53)
|
-
|
(56)
|
-
|
8
|
(5,489)
|
Charged (Credited)
to the Statement of Income
|
(602)
|
16
|
-
|
(19)
|
-
|
(680)
|
-
|
(24)
|
(1,309)
|
Reclassifications
from trading properties
|
(33)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(33)
|
Reclassification to
Trade receivables
|
45
|
(45)
|
-
|
63
|
-
|
-
|
-
|
-
|
63
|
Reclassification
from Investments
|
-
|
-
|
-
|
-
|
-
|
(63)
|
-
|
-
|
(63)
|
Reclassification of
Assets
|
-
|
-
|
-
|
-
|
-
|
132
|
-
|
-
|
132
|
Cumulative
translation adjustment
|
(143)
|
5
|
-
|
(4)
|
-
|
(15)
|
-
|
8
|
(149)
|
As
of June 30, 2015 (recast)
|
(6,033)
|
(112)
|
-
|
(13)
|
-
|
(682)
|
-
|
(8)
|
(6,848)
|
Charged /
(Credited) to the Statement of Income
|
(5,234)
|
(113)
|
247
|
(837)
|
(17)
|
572
|
(12)
|
210
|
(5,184)
|
Business
combinations
|
(5,630)
|
-
|
(2,031)
|
64
|
-
|
(20)
|
(64)
|
(728)
|
(8,409)
|
Currency
translation adjustment
|
(4,163)
|
49
|
(1,076)
|
776
|
(37)
|
(13)
|
(44)
|
(423)
|
(4,931)
|
As
of June 30, 2016 (recast)
|
(21,060)
|
(176)
|
(2,860)
|
(10)
|
(54)
|
(143)
|
(120)
|
(949)
|
(25,372)
|
Charged /
(Credited) to the Statement of Income
|
(1,703)
|
26
|
490
|
-
|
(2)
|
(155)
|
45
|
(176)
|
(1,475)
|
Reclassification of
opening amounts
|
59
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
59
|
Reclassification to
other assets held for sale
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
36
|
36
|
Business
combinations
|
-
|
-
|
-
|
-
|
-
|
(7)
|
-
|
-
|
(7)
|
Cumulative
translation adjustment
|
(1,948)
|
-
|
(312)
|
1
|
(10)
|
-
|
(24)
|
(122)
|
(2,415)
|
As
of June 30, 2017
|
(24,652)
|
(150)
|
(2,682)
|
(9)
|
(66)
|
(305)
|
(99)
|
(1,211)
|
(29,174)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
24. Taxation (Continued)
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 may have
expiration dates or may be permanently available for use by the
Group depending on the tax jurisdiction where the tax loss carry
forward is generated. Tax loss carry forwards in Argentina and
Uruguay generally expire within 5 years, while in Israel they do
not expire. Tax loss carry forward in Bolivia expire within 3
years. Tax loss carry forwards in Brazil do not expire. However, in
Brazil, the taxable profit for each year can only be reduced by tax
losses up to a maximum of 30%.
As
of June 30, 2017, the Group's tax loss carry forward prescribed as
follows:
Jurisdiction
|
|
|
|
Argentina
|
274
|
2013
|
2018
|
Argentina
|
916
|
2014
|
2019
|
Argentina
|
214
|
2015
|
2020
|
Argentina
|
1,366
|
2016
|
2021
|
Argentina
|
1,935
|
2017
|
2022
|
Uruguay
|
13
|
2013
|
2018
|
Uruguay
|
22
|
2014
|
2019
|
Uruguay
|
9
|
2015
|
2020
|
Uruguay
|
7
|
2016
|
2021
|
Uruguay
|
2
|
2017
|
2022
|
Bolivia
|
7
|
2017
|
2022
|
Brazil
|
1
|
2008 – 2017
|
|
Israel
|
98,050
|
|
|
Total
cumulative tax loss carry-forwards
|
102,816
|
|
|
The
Group assesses the realizability of deferred income tax assets, by
considering whether it is probable that some portion or all of the
deferred income tax assets will not be realized. In order to make
this assessment, Management considers the scheduled reversal of
deferred income tax liabilities, projected business and tax
planning strategies.
The
Group did not recognize deferred income tax assets of Ps. 131,849,
Ps. 74,301 and Ps. 36 as of June 30, 2017, 2016 and 2015,
respectively. Although the Management estimates that, once
operational, certain Group's business will generate sufficient
income, pursuant to IAS 12, Management has determined that, as a
result of the recent loss history and the lack of verifiable and
objective evidence due to the subsidiary’s limited operating
history, there is sufficient uncertainty as to the generation of
sufficient income to be able to offset the losses within a
reasonable timeframe, therefore, no deferred tax asset is
recognized in relation to these losses.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
24. Taxation (Continued)
The
Group did not recognize deferred income tax liabilities of Ps.
1,792, Ps. 796 and Ps. 37 as of June 30, 2017, 2016 and 2015,
respectively, related to the potential dividends distribution of
its investments in foreign subsidiaries, associates and joint
ventures. In addition, the withholdings and/or similar taxes paid
at source could be creditable against the Group’s potential
final tax liability.
On June
30, 2017, the Company recognized a deferred liability in the amount
of Ps. 857 related to the potential future sale of one of its
subsidiaries shares.
IDBD
and DIC assess whether it is necessary to recognize deferred tax
liabilities for the temporary differences arising in relation to
its investments in subsidiaries; in this respect, IDBD, DIC and PBC
estimate that if each of them is required to dispose of its
respective holdings in subsidiaries, they would not be liable to
income tax on the sale and, for such reason, they did not recognize
the deferred tax liabilities related to this difference in these
Consolidated Financial Statements.
Based
on the estimated and aggregate effect of all these aspects on the
Companies' performance, Management estimates that as of June 30,
2017, it is probable that the Company will realize all of the
deferred tax assets.
Below
is a reconciliation between the income tax recognized and that,
which would result from applying the prevailing tax rate,
applicable in the respective countries, on the Income/loss before
income tax for the years ended June 30, 2017, 2016 and
2015:
|
|
|
|
Loss for the year
calculated at the tax rate prevailing in the respective
countries
|
(2,018)
|
(5,948)
|
(1,805)
|
Permanent
differences:
|
|
|
|
Share of profit of
joint ventures and associates
|
37
|
485
|
396
|
Unrecognized tax
losses carry-forwards (i)
|
(1,253)
|
(158)
|
(9)
|
Expiration of tax
loss carry-forwards
|
(31)
|
-
|
(13)
|
Non-taxable
(loss) / profit
|
(535)
|
(144)
|
53
|
Change
of income tax rate
|
529
|
(357)
|
-
|
Changes in fair
value of financial instruments and sale of shares
(ii)
|
434
|
-
|
-
|
Others
|
(25)
|
289
|
(18)
|
Income
tax from continuing operations
|
(2,862)
|
(5,833)
|
(1,396)
|
|
|
|
|
(i)
corresponds
primarily to holding companies in Israel.
(ii)
corresponds
mainly to changes in fair value related to
Clal.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
24. Taxation (Continued)
The
Company does not set up an allowance for MPIT and is considering
filing a declaratory action under the terms of section 322 of the
Civil and Commercial Procedural Code against the AFIP seeking
certainty as to the application of the MPIT for the fiscal year
2014, 2015, 2016 and 2017 and advance payments from 7 through 11
corresponding to fiscal year 2014, in relation to the decision by
the Argentine Supreme Court in the case “Hermitage” on
September 15, 2010 and “Perfil” on February 11, 2014.
In such judicial precedents, the Court had declared such tax to be
unconstitutional given that, under certain circumstances, it proves
to be unreasonable and inconsistent with the ability-to-pay
principle.
The Group as lessee
Operating leases:
In the
ordinary course of business, the Group enters into several
operating lease agreements. Group conducts a portion of its
agricultural activities on land rented from third parties under
operating lease contracts averaging a harvest year. Rent expense
for the years ended as of June 30, 2017, 2016 and 2015 amounted to
Ps. 126.5, Ps. 79.7 and Ps. 98.8, respectively and is included in
the line item "Costs" in the Statement of Income.
As
discussed in Note 2.9, the Group is also using land in the Province
of Salta under rights of use agreement (the "Anta Agreement") for
which the Group is currently paying a rent fee of 10% of the
production. Rent expense paid for the years ended as of June 30,
2017, 2016 and 2015 amounted to Ps. 9.8, Ps. 4.5 and Ps. 4.7,
respectively and is included in the line item "Costs" in the
Statement of Income.
The
Group leases property or spaces for administrative or commercial
use both in Argentina and Israel, under operating leases. The
agreements entered into include several clauses, including but not
limited, to fixed, variable or adjustable payments. Some leases
were agreed upon with related parties (Note 32). The amounts
involved are not material for any of the periods
filed.
The
future aggregate minimum lease payments the Group will have to
cancel under non-cancellable operating leases were as
follows:
|
|
|
|
No later than 1
year
|
2,860
|
3,907
|
38
|
Later than 1 year
and not later than 5 years
|
8,130
|
6,862
|
47
|
More than 5
years
|
2,472
|
2,256
|
84
|
|
13,462
|
13,025
|
169
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
25. Leases (Continued)
Finance leases:
The
Group is party to several financial lease agreements, mainly of
equipment for administrative use in the ordinary course of
business. The amounts involved do not prove material to any of the
fiscal years under review.
The
Group as lessor
Operating leases (Shopping malls, offices and other
buildings):
In the
segments Shopping malls and Offices and Others in the Operations
Center in Argentina and in the segment Real Estate of the
Operations Center in Israel, the Group enters into operating lease
agreements typical in the business. Given the diversity of
properties and lessees, and the various economic and regulatory
jurisdictions where the Group operates, the agreements may adopt
different forms, such as fixed, variable, adjustable leases, etc.
For example, in the Operations Center in Argentina, operating lease
agreements with lessees of Shopping malls generally include step-up
clauses and contingent payments. In Israel, agreements tend to be
agreed upon for fixed amounts, although in some cases they may
include adjustment clauses. Income from leases are recorded in the
Statement of Income under rental and service income in all of the
filed periods.
Rental
properties are considered to be investment property. Book value is
included in Note 10. The future minimum proceeds generated from
non-cancellable operating leases from Group’s Shopping malls,
offices and other buildings are as follows:
|
|
|
|
No later than 1
year
|
4,437
|
3,137
|
982
|
Later than 1 year
and not later than 5 years
|
12,451
|
13,366
|
1,112
|
More than 5
years
|
4,632
|
4,247
|
8
|
|
21,520
|
20,750
|
2,102
|
Operating leases (Farmlands):
From
time to time, the Group leases certain farmlands. The leases have
an average term of one crop year. Rental income is generally based
on the market price of a particular crop multiplied by a fixed
amount of tons per hectare leased or based on a fixed amount in
dollars per hectare leased.
Even
though all leases described above are cancellable by law, the Group
considered them to be non-cancellable.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
25. Leases (Continued)
The
future aggregate minimum lease proceeds under non-cancellable
operating leases from the Group are as follows:
|
|
|
|
No later than 1
year
|
6
|
14
|
5
|
Later than 1 year
and not later than 5 years
|
-
|
-
|
1
|
More than 5
years
|
-
|
-
|
-
|
|
6
|
14
|
6
|
Finance leases:
The
Group does not act as a lessor in connection with finance
leases.
|
|
|
|
Sale of trading
properties and developments
|
1,454
|
191
|
10
|
Crops
|
1,244
|
1,015
|
950
|
Cattle
|
123
|
80
|
57
|
Dairy
|
97
|
65
|
72
|
Sugarcane
|
355
|
294
|
198
|
Supplies
|
112
|
63
|
55
|
Beef
|
1,324
|
966
|
806
|
Sale of
communication equipment
|
4,006
|
1,844
|
-
|
Revenue from
supermarkets
|
47,277
|
18,536
|
-
|
Sales
revenues
|
55,992
|
23,054
|
2,148
|
Consignment
revenues
|
254
|
119
|
32
|
Rental and service
incomes
|
8,710
|
5,435
|
2,995
|
Income from
communication services
|
11,959
|
4,956
|
-
|
Income from hotels
and tourism services
|
766
|
557
|
396
|
Agricultural rental
and services
|
89
|
38
|
37
|
Commissions and
brokerage operations
|
98
|
66
|
38
|
Others
|
50
|
7
|
6
|
Services
income
|
21,926
|
11,178
|
3,504
|
Total
revenues
|
77,918
|
34,232
|
5,652
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
|
|
|
|
Costs of leases and
services
|
-
|
13
|
7
|
Other operative
costs
|
10
|
9
|
9
|
Cost
of property operations
|
10
|
22
|
16
|
Crops
|
2,547
|
1,695
|
1,745
|
Cattle
|
364
|
254
|
220
|
Dairy
|
181
|
135
|
133
|
Sugarcane
|
662
|
500
|
374
|
Supplies
|
84
|
49
|
43
|
Beef
|
1,234
|
837
|
654
|
Agricultural rental
and services
|
26
|
8
|
7
|
Consignment
costs
|
45
|
6
|
3
|
Commissions and
brokerage operations
|
91
|
66
|
44
|
Others
|
52
|
9
|
7
|
Costs
of agricultural sales and services
|
5,286
|
3,559
|
3,230
|
Costs of leases and
services
|
2,836
|
1,888
|
1,077
|
Cost of trading
properties and developments
|
1,420
|
15
|
14
|
Cost from hotel
operations and tourism
|
649
|
420
|
278
|
Costs of sale of
communication equipment
|
2,716
|
1,304
|
-
|
Costs of
communication services
|
8,467
|
3,304
|
-
|
Cost of
supermarkets
|
35,431
|
14,018
|
-
|
Costs of sale and
developments
|
-
|
151
|
-
|
Total
costs
|
56,815
|
24,681
|
4,615
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
The
Group discloses expenses in the Statement of Income by function of
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.
For the
year ended June 30, 2017:
|
|
|
|
|
|
Cost
of agricultural sales and services
|
Cost
of agriculture production
|
Other
agricultural operative costs
|
Costs
of leases and services
|
Cost
of trading properties and developments
|
Cost
of sale of
communication
equipments
|
Costs
of communication services
|
Cost
of hotels and
tourism services
|
|
|
General
and administrative expenses
|
|
|
Leases, services
charges and vacant property costs
|
59
|
2
|
-
|
78
|
3
|
-
|
-
|
1
|
-
|
143
|
27
|
9
|
179
|
Depreciation and
amortization
|
71
|
55
|
3
|
25
|
-
|
-
|
1,744
|
34
|
211
|
2,143
|
590
|
2,124
|
4,857
|
Doubtful
accounts
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4
|
209
|
213
|
Advertising,
publicity and other selling expenses
|
-
|
-
|
-
|
284
|
-
|
-
|
-
|
-
|
-
|
284
|
-
|
1,575
|
1,859
|
Taxes, rates and
contributions
|
5
|
17
|
-
|
226
|
6
|
-
|
-
|
1
|
-
|
255
|
30
|
832
|
1,117
|
Maintenance and
repairs
|
26
|
36
|
-
|
1,370
|
14
|
-
|
-
|
139
|
-
|
1,585
|
107
|
693
|
2,385
|
Fees and payments
for services
|
246
|
8
|
1
|
91
|
2
|
-
|
3,283
|
19
|
-
|
3,650
|
710
|
1,702
|
6,062
|
Director´s
fees
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
250
|
-
|
250
|
Payroll and social
security liabilities
|
212
|
122
|
5
|
698
|
2
|
-
|
962
|
346
|
1,910
|
4,257
|
1,672
|
4,976
|
10,905
|
Cost of sale of
goods and services
|
-
|
-
|
-
|
-
|
1,393
|
2,716
|
40
|
-
|
33,310
|
37,459
|
-
|
-
|
37,459
|
Food, beverage and
other lodging expenses
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
88
|
-
|
88
|
4
|
-
|
92
|
Changes in
biological assets and agricultural products
|
1,301
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,301
|
-
|
-
|
1,301
|
Supplies and
labors
|
1,336
|
1,695
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,031
|
-
|
8
|
3,039
|
Freights
|
1
|
22
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
23
|
-
|
249
|
272
|
Bank commissions
and expenses
|
13
|
1
|
-
|
1
|
-
|
-
|
-
|
-
|
-
|
15
|
9
|
6
|
30
|
Conditioning and
clearance
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
48
|
48
|
Travel, library
expenses and stationery
|
19
|
14
|
1
|
-
|
-
|
-
|
-
|
-
|
-
|
34
|
9
|
1
|
44
|
Export
expenses
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
Others
|
23
|
2
|
-
|
63
|
-
|
-
|
2,438
|
21
|
-
|
2,547
|
845
|
1,513
|
4,905
|
Total
expenses by nature
|
3,312
|
1,974
|
10
|
2,836
|
1,420
|
2,716
|
8,467
|
649
|
35,431
|
56,815
|
4,257
|
13,946
|
75,018
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
28. Expenses by nature
(Continued)
For the
year ended June 30, 2016 (recast):
|
|
|
|
|
|
|
Cost
of agricultural sales and services
|
Cost
of agriculture production
|
Other
agricultural operative costs
|
Costs
of leases and services
|
Cost
of trading properties
and
developments
|
|
Costs
of sale of communication equipment
|
Costs
of communication services
|
Cost
of hotels and tourism
services
|
|
|
General
and administrative expenses
|
|
|
Leases, services
charges and vacant property costs
|
33
|
1
|
-
|
47
|
1
|
2
|
-
|
-
|
-
|
-
|
84
|
(1)
|
(2)
|
81
|
Depreciation and
amortization
|
48
|
20
|
3
|
35
|
-
|
11
|
-
|
683
|
10
|
45
|
855
|
281
|
1,028
|
2,164
|
Doubtful
accounts
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
59
|
10
|
69
|
Advertising,
publicity and other selling expenses
|
-
|
-
|
-
|
282
|
-
|
-
|
-
|
-
|
-
|
-
|
282
|
-
|
682
|
964
|
Taxes, rates and
contributions
|
3
|
13
|
-
|
219
|
4
|
1
|
-
|
-
|
-
|
-
|
240
|
20
|
463
|
723
|
Maintenance and
repairs
|
17
|
24
|
1
|
611
|
8
|
57
|
-
|
-
|
13
|
-
|
731
|
76
|
274
|
1,081
|
Fees and payments
for services
|
173
|
5
|
1
|
16
|
-
|
15
|
-
|
675
|
-
|
-
|
885
|
444
|
750
|
2,079
|
Director´s
fees
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
207
|
-
|
207
|
Payroll and social
security liabilities
|
149
|
90
|
4
|
560
|
1
|
220
|
-
|
405
|
16
|
663
|
2,108
|
792
|
1,983
|
4,883
|
Cost of sale of
goods and services
|
-
|
-
|
-
|
40
|
152
|
48
|
1,304
|
13
|
-
|
13,304
|
14,861
|
-
|
-
|
14,861
|
Changes in
biological assets and agricultural products
|
1,796
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,796
|
-
|
2
|
1,798
|
Supplies and
labors
|
78
|
1,056
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,134
|
-
|
1
|
1,135
|
Freights
|
1
|
13
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
14
|
-
|
145
|
159
|
Bank commissions
and expenses
|
10
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
10
|
7
|
4
|
21
|
Conditioning and
clearance
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
30
|
30
|
Travel, library
expenses and stationery
|
14
|
14
|
1
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
29
|
6
|
1
|
36
|
Export
expenses
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
25
|
25
|
Others
|
13
|
-
|
-
|
79
|
-
|
26
|
-
|
1,528
|
-
|
6
|
1,652
|
259
|
639
|
2,550
|
Total
expenses by nature
|
2,335
|
1,236
|
10
|
1,889
|
166
|
380
|
1,304
|
3,304
|
39
|
14,018
|
24,681
|
2,150
|
6,035
|
32,866
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
28. Expenses by nature
(Continued)
For the
year ended June 30, 2015 (recast):
|
|
|
|
|
|
Cost
of agricultural sales and services
|
Cost
of agriculture production
|
Other
agricultural operative costs
|
Cost
of property operations
|
Cost
of trading properties and developments
|
|
|
General
and administrative expenses
|
|
|
Leases, services
charges and vacant property costs
|
14
|
-
|
-
|
17
|
1
|
-
|
32
|
10
|
2
|
44
|
Depreciation and
amortization
|
51
|
16
|
3
|
15
|
1
|
12
|
98
|
13
|
1
|
112
|
Doubtful
accounts
|
1
|
-
|
-
|
-
|
-
|
-
|
1
|
-
|
29
|
30
|
Advertising,
publicity and other selling expenses
|
-
|
-
|
-
|
173
|
-
|
7
|
180
|
-
|
58
|
238
|
Taxes, rates and
contributions
|
3
|
11
|
-
|
108
|
3
|
-
|
125
|
16
|
162
|
303
|
Maintenance and
repairs
|
13
|
21
|
1
|
326
|
7
|
34
|
402
|
32
|
3
|
437
|
Fees and payments
for services
|
151
|
6
|
1
|
9
|
1
|
1
|
169
|
110
|
8
|
287
|
Director´s
fees
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
134
|
-
|
134
|
Payroll and social
security liabilities
|
119
|
65
|
3
|
404
|
-
|
162
|
753
|
239
|
47
|
1,039
|
Cost of sale of
goods and services
|
-
|
-
|
-
|
-
|
2
|
61
|
63
|
-
|
-
|
63
|
Changes in
biological assets and agricultural products
|
1,601
|
-
|
-
|
-
|
-
|
-
|
1,601
|
-
|
-
|
1,601
|
Supplies and
labors
|
14
|
1,094
|
-
|
-
|
-
|
-
|
1,108
|
-
|
4
|
1,112
|
Freights
|
2
|
12
|
-
|
-
|
-
|
-
|
14
|
-
|
124
|
138
|
Commissions and
expenses
|
9
|
-
|
-
|
-
|
-
|
-
|
9
|
15
|
4
|
28
|
Conditioning and
clearance
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
20
|
20
|
Travel, library
expenses and stationery
|
15
|
11
|
1
|
12
|
-
|
1
|
40
|
15
|
3
|
58
|
Others
|
7
|
-
|
-
|
13
|
-
|
-
|
20
|
23
|
9
|
52
|
Total
expenses by nature
|
2,000
|
1,236
|
9
|
1,077
|
15
|
278
|
4,615
|
607
|
474
|
5,696
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
29.
Other
operating results, net
|
|
|
|
Gain / (Loss) from
commodity derivative financial instruments
|
121
|
(77)
|
8
|
Gain from disposal
of interest in associates
|
1
|
4
|
22
|
Reversal of
cumulative translation adjustment (i)
|
41
|
100
|
219
|
Loss from agreement
with TGLT
|
(27)
|
-
|
-
|
Contingencies
(ii)
|
(25)
|
(5)
|
(29)
|
Donations
|
(123)
|
(58)
|
(40)
|
Expenses related to
transfers of investment properties to subsidiaries
(iii)
|
-
|
-
|
(119)
|
Others
|
(146)
|
(83)
|
(44)
|
Total
other operating results, net
|
(158)
|
(119)
|
17
|
(i)
As of June 30,
2017, they pertain to the reversal of exchange difference reverse
created by IMadison, settled during the fiscal year. As of June 30,
2016, Ps. 143 correspond to the reversal of cumulative translation
adjustment before business combination with IDBD and Ps. 9 to the
reversal of the translation reserve generated in Rigby, following
dissolution of the company. As of June 30, 2015 pertains to the
reversal of the translation reserve generated in Rigby following
the partial capital reduction of the company.
(ii)
Including legal
costs and expenses.
(iii)
On December 22,
2014, IRSA conveyed title on the properties located in Bouchard
710, Suipacha 652, BankBoston Tower, República Building,
Intercontinental Plaza Building and the plot of land next to the
latter, onto its subsidiary IRSA CP, which as from such date
continues to operate such properties. These transfers have no
effects whatsoever in the Consolidated Financial Statements of the
Group other than the expenses and taxes associated to the
transfer.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
30.
Financial
results, net
|
|
|
|
Financial
income
|
|
|
|
Interest
income
|
899
|
689
|
100
|
Foreign exchange
gains
|
232
|
721
|
129
|
Dividends
income
|
68
|
72
|
17
|
Financial
income
|
1,199
|
1,482
|
246
|
Financial
costs
|
|
|
|
Interest
expenses
|
(6,736)
|
(2,740)
|
(887)
|
Foreign exchange
losses
|
(1,780)
|
(3,999)
|
(686)
|
Other
financial costs
|
(976)
|
(729)
|
(125)
|
Financial
costs
|
(9,492)
|
(7,468)
|
(1,698)
|
Less:
financial costs capitalized
|
-
|
20
|
13
|
Total
financial costs
|
(9,492)
|
(7,448)
|
(1,685)
|
Other
financial results:
|
|
|
|
Fair value gain /
(loss) of financial assets and liabilities at fair value through
profit or loss
|
2,957
|
(1,240)
|
182
|
Loss from
repurchase of NCN
|
(31)
|
(39)
|
(2)
|
Gain / (Loss) on
derivative financial instruments (except commodities)
|
105
|
1,089
|
(84)
|
Gain on the
revaluation of receivables arising from the sale of
farmland
|
37
|
33
|
53
|
Impairment of
properties, plant and equipment
|
-
|
(1)
|
-
|
Total
other financial results
|
3,068
|
(158)
|
149
|
Total
financial results, net
|
(5,225)
|
(6,124)
|
(1,290)
|
Basic
earnings per share amounts are calculated in accordance with IAS
33, by dividing the profit attributable to equity holders of the
Group by the weighted average number of ordinary shares outstanding
during the year, excluding ordinary shares purchased by the Group
and held as treasury shares.
|
|
|
|
Profit from
continuinig operations attributable to the equity holders of the
parent
|
718
|
5,034
|
954
|
Profit from
discontinued operations attributable to the equity holders of the
parent
|
793
|
133
|
-
|
Profit from
operations attributable to the equity holders of the
parent
|
1,511
|
5,167
|
954
|
Weighted average
number of ordinary shares in issue (millions)
|
498
|
495
|
492
|
Basic
earnings per share from continuing operations
|
1.44
|
10.17
|
1.94
|
Basic
earnings per share from discontinued operations
|
1.60
|
0.27
|
-
|
Basic
earnings per share
|
3.04
|
10.44
|
1.94
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
31. Earnings per share
(Continued)
Diluted
earnings per share amounts are calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential shares. As of June 30, 2017 and 2016 the
Group holds treasury shares with potentially dilutive effect, as of
June 30, 2015 the Group holds treasury shares and warrants with
potentially dilutive effect. Therefore, diluted earnings per share
is as follows:
|
|
|
|
Profit from
continuinig operations attributable to the equity holders of the
parent
|
718
|
5,034
|
954
|
Profit from
discontinued operations attributable to the equity holders of the
parent
|
793
|
133
|
-
|
Profit from
operations attributable to the equity holders of the
parent
|
1,511
|
5,167
|
954
|
Weighted average
number of ordinary shares in issue (millions)
|
500
|
502
|
554
|
Diluted
earnings per share from continuing operations
|
1.43
|
10.03
|
1.72
|
Diluted
earnings per share from discontinued operations
|
1.59
|
0.27
|
-
|
Diluted
earnings per share
|
3.02
|
10.30
|
1.72
|
32.
Related
party transactions
During
the normal course of business, the Group conducts transactions with
different entities or parties related to it.
As
mentioned in Note 3, on October 11, 2015, the Group took over IDBD.
Before takeover, the Group had entered into certain transactions
with IDBD as associate, mainly related to the subscription of
warrants and/or capital contributions, but had not conducted
commercial transactions. See Note 3 for further information related
to investment in IDBD.
Remunerations
of the Board of Directors
The Act
N° 19,550 provides that the remuneration of the Board of
Directors, where it is not set forth in the Company’s
by-laws, shall be fixed by the Shareholders' Meetings. The maximum
amount of remuneration that the members of the Board are allowed to
receive, including salary and other performance-based remuneration
of permanent technical-administrative functions, may not exceed 25%
of the profits.
Such
maximum amount will be limited to 5% where no dividends are
distributed to the Shareholders, and will be increased
proportionately to the distribution, until reaching such cap where
the total of profits is distributed.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
Some of
the Group's Directors are hired under the Employment Contract Act
N° 20,744. This Act rules on certain conditions of the work
relationship, including remuneration, salary protection, working
hours, vacations, paid leaves, minimum age requirements, workmen
protection and forms of suspension and contract
termination.
The
remuneration of directors for each fiscal year is based on the
provisions established by the Act N° 19,550, taking into
consideration whether such directors perform
technical-administrative functions and depending upon the results
recorded by the Company during the fiscal year.
Once
such amounts are determined, they should be approved by the
Shareholders’ Meeting.
Senior
Management remuneration
The
members of the Senior or Top Management are appointed and removed
by the Board of Directors, and perform functions in accordance with
the instructions delivered by the Board itself.
The
Society’s Senior Management is composed of as
follows:
Name
|
Date of birth
|
Position
|
Actual
position since
|
Alejandro
G. Elsztain
|
03/31/1966
|
General
Manager
|
1994
|
Carlos
Blousson
|
09/21/1963
|
General
Manager of Operations in Argentina and Bolivia
|
2008
|
Matías
I. Gaivironsky
|
02/23/1976
|
Administrative
and Financial Manager
|
2011
|
Alejandro
Casaretto
|
10/15/1952
|
Regional
Agricultural Manager
|
2008
|
The
remuneration earned by Senior Management for their functions
consists of an amount that is fixed taking into account the
manager's backgrounds, capacity and experience, plus an annual
bonus based on their individual performance and the Group's
results. Members of the senior management participate in defined
contribution and share-based incentive plans that are described in
Note 23, respectively.
Corporate
Service Agreement with IRSA and IRSA CP
Given
that the operating areas of our Company, IRSA and IRSA CP share
certain characteristics of affinity, the Board considered it was
convenient to implement alternatives that allows to reduce certain
fixed costs, with the aim of reducing their incidence on the
operating results, building on and enhancing the individual
efficiencies of each of the companies in the different areas that
form part of operating management.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
To such
end, on June 30, 2004, a Master Agreement for the Exchange of
Corporate Services (“Frame Agreement") was entered into
between Cresud, IRSA and IRSA CP, which was amended on August 23,
2007, August 14, 2008, November 27, 2009, March 12, 2010, July 11,
2011, October 15, 2012, November 12, 2013, February 24, 2014,
February 18, 2015 and November 12, 2015.
Under
the current Master Agreement corporate services are provided in the
following areas: Human Resources, Finance, Institutional Relations,
Administration and Control, Insurance, Security, Agreements,
Technical Tasks, Infrastructure and Services, Architecture and
Design, Development and Works, Real Estate, Hotels, Board of
Directors, Board of directors of Real Estate Business, General
Manager Office, Board Safety, Audit Committee, Real Estate Business
Management, Human Resources of Real Estate Business, Fraud
Prevention, Internal Audit, Planning, Shared Services Center,
Procurement and Environment and Quality.
Pursuant to this
agreement, the companies hired an external consulting firm to
review and evaluate half-yearly the criteria used in the process of
determining the amount of corporate services, as well as the basis
for distribution and source documentation used in the process
indicated above, by means of a half-yearly report.
It
should be noted that the operations indicated above allows Cresud,
IRSA and IRSA CP to keep our strategic and commercial decisions
fully independent and confidential, with cost and profit
apportionment being made on the basis of operating efficiency and
equity, without pursuing individual economic benefits for any of
the companies.
Offices
and Shopping malls spaces leases
The
offices of our president are located at 108 Bolivar, in the
Autonomous City of Buenos Aires. The property has been rented to
Isaac Elsztain e Hijos S.A., a company controlled by some family
members of Eduardo Sergio Elsztain, our president, and to Hamonet
S.A., a company controlled by Fernando A. Elsztain, one of our
directors, and some of its family members.
In
addition, Tarshop, BACS, BHN Sociedad de Inversión S.A., BHN
Seguros Generales S.A. and BHN Visa S.A. rent offices owned by IRSA
CP in different buildings.
Furthermore, we
also let various spaces in our Shopping malls (stores, stands,
storage space or advertising space) to third parties and related
parties such us Tarshop S.A. and BHSA.
Lease
agreements entered into with associates included similar provisions
and amounts to those included in agreements with third
parties.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
Donations
granted to Fundación IRSA and Fundación Museo de los
Niños
Fundación IRSA
is a non-profit charity institution that seeks to support and
generate initiatives concerning education, the promotion of
corporate social responsibility and the entrepreneurial spirit of
the youth. It carries out corporate volunteering programs and
fosters donations by the employees. The main members of
Fundación IRSA's Board of Directors are: Eduardo S. Elsztain
(President); Saul Zang (Vice President I), Alejandro Elsztain (Vice
President II) and Mariana C. de Elsztain (secretary). It funds its
activities with the donations made by us, IRSA and IRSA CP.
Fundación Museo de los Niños is a non-profit association,
created by the same founders of Fundación IRSA and its
Management Board is formed by the same members as Fundación
IRSA’s. Fundación Museo de los Niños acts as
special vehicle for the developments of "Museo de los Niños,
Abasto" and the "Museo de los Niños, Rosario". On October 29,
1999, our shareholders approved the award of the agreement
“Museo de los Niños, Abasto” to Fundación
Museo de los Niños.
On
October 31, 1997, IRSA CP entered into an agreement with
Fundación IRSA whereby it loaned 3,800 square meters of the
area built in the Abasto Shopping Mall for a total term of 30
years, and on November 29, 2005, shareholders of IRSA CP approved
another agreement entered into with Fundación Museo de los
Niños whereby 2,670.11 square meters built in the Shopping
Mall Alto Rosario were loaned for a term of 30 years.
Fundación IRSA has used the available area to house the museum
called “Museo de los Niños, Abasto” an interactive
learning center for kids and adults, which was opened to the public
in April 1999.
Legal
services
The
Group hires legal services from Estudio Zang, Bergel &
Viñes, from which Saúl Zang is a partner and sits at the
Board of the Group companies.
Hotel
services
Our
company and related parties sometimes rent from NFSA and Hoteles
Argentinos S.A. hotel services and conference rooms for
events.
Purchase-Sale
of goods and/or services hiring
In
the normal course of its business and with the aim of make
resources more efficient, in certain occasions purchase and/or hire
services which later sells and/or recover for companies or other
related parties, based upon their actual utilization.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
Borrowings
In the
normal course of its activities, the Group enters into diverse loan
agreements or credit facilities between the group’s companies
and/or other related parties. These borrowings accrue interests at
market rates.
Financial
and service operations with BHSA
The
Group works with several financial entities in the Argentine market
for operations including, but not limited to, credit, investment,
purchase and sale of securities and financial derivatives. Such
entities include BHSA and its subsidiaries. Furthermore, BHSA and
BACS usually act as underwriters in Capital Market transactions. In
addition, we have entered into agreements with BHSA, who provides
collection services for our Shopping malls.
Transactions
with IFISA
On
February 10, 2015, Dolphin, sold 71,388,470 IDBD shares to IFISA,
for an amount of US$ 25.6, US$ 4 of which were paid upon execution
and the remaining balance of US$ 21.6 were financed for a term of
up to 360 days and priced at Libor 1M (one month) + 3%. Following
subsequent amendments, the parties agreed to increase the rate to
9% as from February 2016 and extend the maturity to February 5,
2018.
On May
31, 2015, the Group, through Dolphin, sold to IFISA 46 million of
warrants Series 4 for a total amount of NIS 0.46 (equivalent to US$
0.12 at the time of the transaction), provided IFISA agreed to
exercise them fully when Dolphin were so required by
IDBD.
On July
28, 2015, Dolphin granted a loan to IFISA for an amount of US$ 7.2,
due in July 2016, which accrued interest at Libor 1M (one month) +
3%. Following subsequent amendments, the parties agreed to increase
the rate to 9% and extend the maturity to February 5,
2018.
On
October 9, 2015, REIG granted a loan in the amount of US$ 40 to
IFISA. The original term of the loan was one year calculated from
the disbursement and would bear interest at a rate of 3% + Libor
1M, to be determined monthly. Following subsequent amendments, the
parties agreed to increase the rate to 9% and extend the maturity
to February 5, 2018.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
In
February 2016, DN B.V., a subsidiary of Dolphin, entered into an
option contract with IFISA whereby Dolphin is granted the right,
but not the obligation to acquire 92,665,925 shares of IDBD held by
IFISA at a share price of NIS 1.64 plus an annual interest of 8.5%.
The exercise date for the option extends for two
years.
On June
30, 2016, the Company had a credit facility with IFISA involving
shares and/or GDRs of IRSA for up to 3,500,000 GDRs. This credit
facility will expire in June 2017 and accrues interest at an annual
fixed rate of 6%.
On June
18, 2012, Cresud signed a credit facility with IFISA for a maximum
amount of US$ 6, which expired on November 24, 2012, extended until
November 24, 2015, at a rate of LIBOR (12 MONTH) + 300 bp.; the
credit facility was terminated on the expiration date.
Investment
in investment funds managed by BACS
The
Group invests its liquid funds in mutual funds managed by BACS
among other entities.
Loan
between Dolphin and IDBD
As
described in Note 3 to the Consolidated Financial Statements,
Dolphin had granted a series of subordinated loans to IDBD
(“the debt”). This debt has the following
characteristics: (i) it is subordinated, even in the case of
insolvency, to all current or future debts of IDBD; (ii) will be
reimbursed after payment of all the debts to their creditors; (iii)
accrues interest at a rate of 0.5%, which will be added to the
amount of the debt and will be payable only on the date the
subordinated debt is amortized; (iv) Dolphin will not have a right
to participate or vote in the meetings with IDBD creditors with
respect to the subordinated debt; (v) as from January 1, 2016,
Dolphin has the right, at its own discretion, to convert the debt
balance into IDBD shares, at that time, whether wholly or
partially, including the interest accrued over the debt until that
date; (vi) should Dolphin opt to exercise the conversion, the debt
balance will be converted so that Dolphin will receive IDBD shares
according to a share price that will be 10% less than the average
price of the last 30 days prior to the date the conversion option
is exercised. In the event there is no market price per share, this
will be determined in accordance with an average of three
valuations made by external or independent experts, who shall be
determined it by mutual consent and, in the event of a lack of
consent, they will be set by the President of the Institute of
Certified Public Accountants in Israel.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
San
Bernardo lease
We
lease a rural establishment in the Province of Córdoba, which
is owned by San Bernardo de Córdoba S.A. (previously
denominated Isaac Elsztain e hijos S.C.A.) pursuant to a lease
agreement entered into in August 2015, for a fraction of 12,600
hectares.
The
consideration for the lease was agreed at an amount equal to 3.5 kg
of beef per hectare. For computation purposes the price per kilo of
beef reported in the webpage of the Mercado de Hacienda de Liniers
(Cattle Market) is considered. In addition, a productivity premium
was agreed equal to 15% of the excess over 240,000 kilograms of
cattle in the establishment; this will be a one-off payment to be
effected in September 2016. The lease contract may be extended for
up to two annual periods. Currently, the parties are negotiating
the conditions for its extension.
Consulting
Agreement
In
accordance with the terms of the Consulting Agreement, in force as
from November 7, 1994, and its amendments, CAMSA provides us with
advisory services on matters related to activities and investments
included agricultural, real estate, financial and hotel operations,
among others. An 85% of the capital stock of CAMSA is held by one
of our shareholders and President of our Board of Directors, while
the remaining 15% of the capital stock is owned by our First Vice
President.
Based
on the terms and conditions of the Consulting Agreement, CAMSA
provides us with the following services:
●
advise in relation
to investing in all aspects of the agricultural business, real
estate, financial, and hotel operations, among others, and business
proposals;
●
acts on behalf of
our company in such transactions, negotiating prices, terms and
conditions and other terms of each transaction; and
●
provides advisory
services on investments in securities related to such
transactions.
As
regards the Consulting Agreement, in consideration for its services
we pay CAMSA an annual fee equal to 10% of our annual net income
after tax. During fiscal year 2017, income for Ps. 200 was
recognized in this respect, Ps. 115.0 of which has been paid as of
June 30, 2017.
The
re-measurement of fees following the change in the accounting
policy for the prior fiscal years is shown in Note
2.1(ii).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(All
amounts in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
The
Consulting Agreement can be revoked by any of the parties upon
prior written notice that should not exceed 60 days. If we revoke
the Consulting Agreement without cause, we will be liable to pay
CAMSA twice the average fee amounts paid for management services
during the two fiscal years preceding such revocation.
Purchase-sale
of financial assets
Cash
surplus are usually invested in several instruments that may
include those issued by related companies acquired at issuance or
from unrelated third parties through transactions in the secondary
market.
Sale
of advertising space in media
Our
company and our related parties frequently enter into agreements
with third parties whereby we sell/acquire rights of use to
advertise in media (TV, radio stations, newspapers, etc.) that will
later be used in advertising campaigns. Normally, these spaces
are sold and/or recovered to/from other companies or other related
parties, based on their actual use.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party transactions
(Continued)
The
following is a summary of the balances with related parties as of
June 30, 2017:
Related
party
|
Description of
transaction
|
Non-current
–
Trade and other
receivables
|
Current
-
Trade and other
receivables
|
Non-current
-
Trade and other
payables
|
Current
-
Trade and other
payables
|
|
Associates
|
|
|
|
|
|
|
Tarshop
|
Leases and/or
rights of use
|
-
|
2
|
-
|
(1)
|
-
|
New
Lipstick
|
Reimbursement of
expenses
|
-
|
5
|
-
|
-
|
-
|
Lipstick
|
Reimbursement of
expenses
|
-
|
2
|
-
|
-
|
-
|
Condor
|
Borrowings
|
-
|
8
|
-
|
-
|
-
|
Agro-Uranga
S.A
|
Dividends
receivables
|
-
|
8
|
-
|
-
|
-
|
Agrofy
Gobal
|
Other
receivables
|
3
|
-
|
-
|
-
|
-
|
Agrofy
S.A.
|
Other
receivables
|
-
|
13
|
-
|
-
|
-
|
Manibil
|
Contributions to be
paid in
|
83
|
1
|
-
|
-
|
-
|
BHSA
|
Reimbursement of
expenses
|
-
|
-
|
-
|
(1)
|
-
|
BHSA
|
Leases and/or
rights of use
|
-
|
2
|
-
|
-
|
-
|
BHSA
|
Borrowings
|
-
|
-
|
-
|
-
|
(2)
|
Total
Associates
|
|
86
|
41
|
-
|
(2)
|
(2)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party transactions
(Continued)
Related
party
|
Description of
transaction
|
Non-current
–
Trade and other
receivables
|
Current
-
Trade and other
receivables
|
Non-current
-
Trade and other
payables
|
Current
-
Trade and other
payables
|
|
Joint
Ventures
|
|
|
|
|
|
|
Cresca
S.A.
|
Loans
granted
|
168
|
-
|
-
|
-
|
-
|
NPSF
|
Reimbursement of
expenses
|
-
|
1
|
-
|
-
|
-
|
NPSF
|
Borrowings
|
-
|
-
|
-
|
-
|
(4)
|
NPSF
|
Advertising
spaces
|
-
|
-
|
-
|
-
|
-
|
NPSF
|
Share based
compensation plan
|
-
|
1
|
-
|
-
|
-
|
NPSF
|
Management
fees
|
-
|
1
|
-
|
-
|
-
|
Quality
|
Reimbursement of
expenses
|
-
|
5
|
-
|
-
|
-
|
Cyrsa
|
Borrowings
|
-
|
-
|
-
|
-
|
(5)
|
Mehadrin
|
Commissions
|
-
|
-
|
-
|
(5)
|
-
|
Total
Joint Ventures
|
|
168
|
8
|
-
|
(6)
|
(9)
|
Other
related parties
|
|
|
|
|
|
|
La
Rural
|
Leases and/or
rights of use
|
1
|
28
|
-
|
-
|
-
|
CAMSA and its
subsidiaries
|
Reimbursement of
expenses
|
-
|
5
|
-
|
(3)
|
-
|
Management
fees
|
-
|
-
|
(935)
|
(85)
|
-
|
Estudio Zang,
Bergel & Viñes
|
Legal
services
|
-
|
-
|
-
|
(4)
|
-
|
Museo de los
Niños
|
Leases and/or
rights of use
|
-
|
1
|
-
|
-
|
-
|
Taaman
|
Leases and/or
rights of use
|
-
|
-
|
-
|
(24)
|
-
|
Willifood
|
Financial
operations
|
-
|
-
|
-
|
(29)
|
-
|
Total
Other related parties
|
|
1
|
34
|
(935)
|
(145)
|
-
|
Parent
company
|
|
|
|
|
|
|
IFISA
|
Financial
operations
|
-
|
1,283
|
-
|
-
|
-
|
Total
Parent company
|
|
-
|
1,283
|
-
|
-
|
-
|
Directors
and Senior Management
|
|
|
|
|
|
-
|
Directors and
Senior Management
|
Director’s
fees
|
-
|
-
|
-
|
(46)
|
-
|
Total
Directors and Senior Management
|
|
-
|
-
|
-
|
(46)
|
-
|
Total
|
|
255
|
1,366
|
(935)
|
(199)
|
(11)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party transactions
(Continued)
The
following is a summary of the balances with related parties as of
June 30, 2016 (recast):
Related
party
|
|
Description of
transaction
|
|
Non-current
- Investment
in
financial assets
|
|
Current
- Investment
in
financial assets
|
|
Non-current
- Trade and other receivables
|
|
Current
- Trade and other receivables
|
|
Non-current
- Trade and other payables
|
|
Current
- Trade and other payables
|
|
Non-current
- Borrowings
|
|
Current
- Borrowings
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarshop
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Leases
and/or rights of use
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
New
Lipstick
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
-
|
|
4
|
|
-
|
|
-
|
|
-
|
|
-
|
Lipstick
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
Agro-Uranga
S.A
|
|
Dividends
receivables
|
|
-
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Brokerage
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
Agrofy
S.A.
|
|
Other
receivables
|
|
-
|
|
-
|
|
-
|
|
17
|
|
-
|
|
-
|
|
-
|
|
-
|
BHSA
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
-
|
|
1
|
|
-
|
|
(1)
|
|
-
|
|
-
|
|
Borrowings
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2)
|
|
(10)
|
BACS
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Non-convertible
notes
|
|
100
|
|
21
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Total Associates
|
|
|
|
100
|
|
21
|
|
-
|
|
26
|
|
-
|
|
(3)
|
|
(2)
|
|
(10)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party transactions
(Continued)
Related party
|
Description of transaction
|
Non-current - Investment in financial assets
|
Current - Investment in financial assets
|
Non-current - Trade and other receivables
|
Current - Trade and other receivables
|
Non-current - Trade and other payables
|
Current - Trade and other payables
|
Non-current - Borrowings
|
Current - Borrowings
|
Joint Ventures
|
|
|
|
|
|
|
|
|
|
Cresca S.A.
|
Loans granted
|
-
|
-
|
162
|
-
|
-
|
-
|
-
|
-
|
Puerto Retiro
|
Borrowings
|
-
|
-
|
-
|
3
|
-
|
-
|
-
|
-
|
NPSF
|
Reimbursement of expenses
|
-
|
-
|
-
|
2
|
-
|
-
|
-
|
-
|
|
Borrowings
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6)
|
|
Share based contribution plan
|
-
|
-
|
-
|
1
|
-
|
-
|
-
|
-
|
|
Management fees
|
-
|
-
|
-
|
4
|
-
|
-
|
-
|
-
|
Quality
|
Reimbursement of expenses
|
-
|
-
|
-
|
1
|
-
|
-
|
-
|
-
|
Cyrsa
|
Credit due to capital reduction
|
-
|
-
|
-
|
3
|
-
|
-
|
-
|
-
|
Total Joint Ventures
|
|
-
|
-
|
162
|
14
|
-
|
-
|
-
|
(6)
|
Other related parties
|
|
|
|
|
|
|
|
|
|
CAMSA and its subsidiaries
|
Reimbursement of expenses
|
-
|
-
|
-
|
9
|
-
|
-
|
-
|
-
|
|
Management fees
|
-
|
-
|
-
|
-
|
(935)
|
-
|
-
|
-
|
Estudio Zang, Bergel & Viñes
|
Legal services
|
-
|
-
|
-
|
-
|
-
|
(1)
|
-
|
-
|
Museo de los Niños
|
Leases and/or rights of use
|
-
|
-
|
-
|
2
|
-
|
-
|
-
|
-
|
Boulevard Norte S.A.
|
Reimbursement of expenses
|
-
|
-
|
-
|
1
|
-
|
-
|
-
|
-
|
Ogden Argentina S.A.
|
Borrowings
|
-
|
-
|
-
|
1
|
-
|
-
|
-
|
-
|
Consultores Venture Capital Uruguay
|
Management fees
|
-
|
-
|
-
|
2
|
-
|
-
|
-
|
-
|
Total Other related parties
|
|
-
|
-
|
-
|
15
|
(935)
|
(1)
|
-
|
-
|
Parent company
|
|
|
|
|
|
|
|
|
|
IFISA
|
Reimbursement of expenses
|
-
|
-
|
-
|
12
|
-
|
-
|
-
|
-
|
|
Financial operations
|
-
|
-
|
-
|
1,074
|
-
|
-
|
-
|
-
|
Total Parent company
|
|
-
|
-
|
-
|
1,086
|
-
|
-
|
-
|
-
|
Directors and Senior Management
|
|
|
|
|
|
|
|
|
|
Directors and Senior Management
|
Director’s fees
|
-
|
-
|
-
|
-
|
-
|
(29)
|
-
|
-
|
|
Advances
|
-
|
-
|
-
|
4
|
-
|
-
|
-
|
-
|
Total Directors and Senior Management
|
|
-
|
-
|
-
|
4
|
-
|
(29)
|
-
|
-
|
Total
|
|
100
|
21
|
162
|
1,145
|
(935)
|
(33)
|
(2)
|
(16)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party transactions
(Continued)
The
following is a summary of the balances with related parties as of
June 30, 2015 (recast):
Related
party
|
|
Description of
transaction
|
|
Non-current
- Investment
in
financial assets
|
|
Non-current
- Trade and other receivables
|
|
Current
- Trade and other receivables
|
|
Non-current
- Trade and other payables
|
|
Current
- Trade and other payables
|
|
Non-current
- Borrowings
|
|
Current
- Borrowings
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tarshop
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Leases
and/or rights of use
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
New
Lipstick
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
3
|
|
-
|
|
-
|
|
-
|
|
-
|
Condor
|
|
Financial
operations
|
|
-
|
|
-
|
|
29
|
|
-
|
|
-
|
|
-
|
|
-
|
Lipstick
|
|
Reimbursement of
expenses
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
Agro-Uranga
S.A
|
|
Purchase of goods
and/or services
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
|
Sale of
inputs
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
BHSA
|
|
Advances
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
|
Borrowings
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8)
|
|
(22)
|
|
Leases
and/or rights of use
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
BACS
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Non-convertible
notes
|
|
100
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Total Associates
|
|
|
|
100
|
|
-
|
|
39
|
|
-
|
|
(3)
|
|
(8)
|
|
(22)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party transactions
(Continued)
Related
party
|
|
Description of
transaction
|
|
Non-current
- Investment
in
financial assets
|
|
Non-current
- Trade and other receivables
|
|
Current
- Trade and other receivables
|
|
Non-current
- Trade and other payables
|
|
Current
- Trade and other payables
|
|
Non-current
- Borrowings
|
|
Current
- Borrowings
|
Joint Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cresca
S.A.
|
|
Loans
granted
|
|
-
|
|
114
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Puerto
Retiro
|
|
Borrowings
|
|
-
|
|
-
|
|
2
|
|
-
|
|
-
|
|
-
|
|
-
|
NPSA
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Borrowings
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8)
|
|
Leases
and/or rights of use
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
|
Management
fees
|
|
-
|
|
-
|
|
3
|
|
-
|
|
-
|
|
-
|
|
-
|
Baicom
|
|
Borrowings
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
Cyrsa
|
|
Credit
due to capital reduction
|
|
-
|
|
-
|
|
9
|
|
-
|
|
-
|
|
-
|
|
-
|
.
|
|
Borrowings
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(14)
|
|
-
|
Total
Joint Ventures
|
|
|
|
-
|
|
115
|
|
16
|
|
-
|
|
(1)
|
|
(14)
|
|
(8)
|
Other
related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAMSA
and its subsidiaries
|
|
Management
fees
|
|
-
|
|
-
|
|
-
|
|
(401)
|
|
(7)
|
|
-
|
|
-
|
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
7
|
|
-
|
|
-
|
|
-
|
|
-
|
Estudio
Zang, Bergel & Viñes
|
|
Legal
services
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
Museo
de los Niños
|
|
Leases
and/or rights of use
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
Boulevard Norte
S.A.
|
|
Reimbursement of
expenses
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
Ogden Argentina
S.A.
|
|
Borrowings
|
|
-
|
|
-
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
Consultores Venture
Capital Uruguay
|
|
Management
fees
|
|
-
|
|
-
|
|
2
|
|
-
|
|
-
|
|
-
|
|
-
|
Total Other related parties
|
|
|
|
-
|
|
-
|
|
12
|
|
(401)
|
|
(8)
|
|
-
|
|
-
|
Parent
company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IFISA
|
|
Financial
operations
|
|
-
|
|
-
|
|
323
|
|
-
|
|
-
|
|
-
|
|
-
|
Total
Parent company
|
|
|
|
-
|
|
-
|
|
323
|
|
-
|
|
-
|
|
-
|
|
-
|
Directors
and Senior Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Senior Management
|
|
Director’s
fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(42)
|
|
-
|
|
-
|
Total
Directors and Senior Management
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(42)
|
|
-
|
|
-
|
Total
|
|
|
|
100
|
|
115
|
|
390
|
|
(401)
|
|
(54)
|
|
(22)
|
|
(30)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
The
following is a summary of the transactions with related parties for
the year ended as of June 30, 2017:
Related
party
|
Leases and/or
rights
of
use
|
Administration and
management fees
|
Sale
of goods and/or services
|
Compensation of
Directors and senior management
|
|
|
|
|
Associates
|
|
|
|
|
|
|
|
|
Agro-Uranga
S.A.
|
-
|
-
|
3
|
-
|
-
|
-
|
-
|
-
|
Agrofy
|
-
|
3
|
-
|
-
|
-
|
3
|
-
|
-
|
Adama
|
-
|
-
|
16
|
-
|
-
|
-
|
-
|
-
|
Tarshop
|
14
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
BACS
|
1
|
-
|
-
|
-
|
-
|
39
|
-
|
-
|
BHSA
|
9
|
-
|
-
|
-
|
-
|
(2)
|
-
|
-
|
Condor
|
-
|
-
|
-
|
-
|
-
|
235
|
-
|
-
|
Total
Associates
|
24
|
3
|
19
|
-
|
-
|
275
|
-
|
-
|
Joint
Ventures
|
|
|
|
|
|
|
|
|
Cyrsa
|
-
|
-
|
-
|
-
|
-
|
(2)
|
-
|
-
|
NPSA
|
6
|
4
|
-
|
-
|
-
|
-
|
-
|
-
|
Entertainment
Holding S.A.
|
-
|
-
|
-
|
-
|
-
|
8
|
-
|
-
|
Total
Joint Ventures
|
6
|
4
|
-
|
-
|
-
|
6
|
-
|
-
|
Other
related parties
|
|
|
|
|
|
|
|
|
San Bernardo de
Córdoba S.A.
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
CAMSA and its
subsidiaries
|
1
|
(200)
|
-
|
-
|
-
|
-
|
-
|
-
|
Fundación
IRSA
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(9)
|
Hamonet
S.A.
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Estudio Zang,
Bergel & Viñes
|
-
|
-
|
-
|
-
|
(6)
|
-
|
-
|
-
|
BHN Sociedad de
inversión
|
1
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Bacs Administradora
de Activos S.A.
|
2
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
BHN Seguros
Generales S.A.
|
1
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
BHN Vida
S.A.
|
18
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Isaac Elsztain e
Hijos S.C.A.
|
(2)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
Other related parties
|
19
|
(200)
|
-
|
-
|
(6)
|
-
|
-
|
(9)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
Related
party
|
Leases and/or
rights
of
use
|
Administration and
management fees
|
Sale
of goods and/or services
|
Compensation of
Directors and senior management
|
|
|
|
|
Parent
company
|
|
|
|
|
|
|
|
|
IFISA
|
-
|
-
|
-
|
-
|
-
|
13
|
-
|
-
|
Total
Parent company
|
|
|
|
|
|
13
|
-
|
-
|
Directors
and Senior Management
|
|
|
|
|
|
|
|
|
Directors
|
-
|
-
|
-
|
(126)
|
-
|
-
|
-
|
-
|
Senior
Management
|
-
|
-
|
-
|
(7)
|
-
|
-
|
-
|
-
|
Total
Directors and Senior Management
|
-
|
-
|
-
|
(133)
|
-
|
-
|
-
|
-
|
Total
|
49
|
(193)
|
19
|
(133)
|
(6)
|
294
|
-
|
(9)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
The
following is a summary of the transactions with related parties for
the year ended June 30, 2016 (recast):
Related
party
|
Leases and/or
rights
of
use
|
Administration and
management fees
|
Sale
of goods and/or services
|
Compensation of
Directors and senior management
|
|
|
|
|
Associates
|
|
|
|
|
|
|
|
|
Agro-Uranga
S.A.
|
-
|
-
|
3
|
-
|
-
|
-
|
-
|
-
|
Tarshop
|
12
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
BACS
|
6
|
-
|
-
|
-
|
-
|
21
|
-
|
-
|
BHSA
|
3
|
-
|
-
|
-
|
-
|
(5)
|
-
|
-
|
Total
Associates
|
21
|
-
|
3
|
-
|
-
|
16
|
-
|
-
|
Joint
Ventures
|
|
|
|
|
|
|
|
|
Cyrsa
|
-
|
-
|
-
|
-
|
-
|
(3)
|
-
|
-
|
NPSA
|
-
|
3
|
-
|
-
|
-
|
(2)
|
-
|
-
|
Puerto
Retiro
|
-
|
-
|
-
|
-
|
-
|
1
|
-
|
-
|
Adama
|
-
|
-
|
16
|
-
|
-
|
-
|
-
|
-
|
ISPRO
|
-
|
-
|
9
|
-
|
-
|
-
|
-
|
-
|
Mehadrin
|
-
|
-
|
48
|
-
|
-
|
-
|
-
|
-
|
Total
Joint Ventures
|
-
|
3
|
73
|
-
|
-
|
(4)
|
-
|
-
|
Other
related parties
|
|
|
|
|
|
|
|
|
San Bernardo de
Córdoba S.A.
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Fundación
IRSA
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8)
|
CAMSA and its
subsidiaries
|
-
|
(534)
|
-
|
-
|
-
|
-
|
-
|
-
|
Hamonet
S.A.
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Estudio Zang,
Bergel & Viñes
|
-
|
-
|
-
|
-
|
(6)
|
-
|
-
|
-
|
Isaac Elsztain e
Hijos S.C.A.
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Condor
|
-
|
-
|
-
|
-
|
-
|
122
|
-
|
-
|
Total
Other related parties
|
(3)
|
(534)
|
-
|
-
|
(6)
|
122
|
-
|
(8)
|
Parent
company
|
|
|
|
|
|
|
|
|
IFISA
|
-
|
-
|
-
|
-
|
-
|
39
|
-
|
-
|
Total
Parent company
|
-
|
-
|
-
|
-
|
-
|
39
|
-
|
-
|
Directors
and Senior Management
|
|
|
|
|
|
|
|
|
Directors
|
-
|
-
|
-
|
(156)
|
-
|
-
|
-
|
-
|
Senior
Management
|
-
|
-
|
-
|
(16)
|
-
|
-
|
-
|
-
|
Total
Directors and Senior Management
|
-
|
-
|
-
|
(172)
|
-
|
-
|
-
|
-
|
Total
|
18
|
(531)
|
76
|
(172)
|
(6)
|
173
|
-
|
(8)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
32. Related party
transactions (Continued)
The
following is a summary of the transactions with related parties for
the year ended June 30, 2015 (recast):
Related
party
|
Leases and/or
rights
of
use
|
Administration and
management fees
|
Sale
of goods and/or services
|
Compensation of
Directors and senior management
|
|
|
|
|
Associates
|
|
|
|
|
|
|
|
|
Agro-Uranga
S.A.
|
-
|
-
|
8
|
-
|
-
|
-
|
-
|
-
|
Tarshop
|
9
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
BACS
|
4
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
BHSA
|
2
|
-
|
-
|
-
|
-
|
(15)
|
-
|
-
|
Total
Associates
|
15
|
-
|
8
|
-
|
-
|
(15)
|
-
|
-
|
Joint
Ventures
|
|
|
|
|
|
|
|
|
Cyrsa
|
-
|
-
|
-
|
-
|
-
|
(9)
|
-
|
-
|
NPSF
|
(1)
|
2
|
-
|
-
|
-
|
(1)
|
-
|
-
|
Puerto
Retiro
|
-
|
-
|
-
|
-
|
-
|
1
|
-
|
-
|
Total
Joint Ventures
|
(1)
|
2
|
-
|
-
|
-
|
(9)
|
-
|
-
|
Other
related parties
|
|
|
|
|
|
|
|
|
CAMSA and its
subsidiaries
|
-
|
(145)
|
-
|
-
|
-
|
-
|
-
|
|
Fundación
IRSA
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(5)
|
Estudio Zang,
Bergel & Viñes
|
-
|
-
|
-
|
-
|
(5)
|
-
|
-
|
-
|
Isaac Elsztain e
Hijos S.C.A.
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Condor
|
-
|
-
|
-
|
-
|
-
|
161
|
-
|
-
|
Total
Other related parties
|
(1)
|
(145)
|
-
|
-
|
(5)
|
161
|
-
|
(5)
|
Parent
company
|
|
|
|
|
|
|
|
|
IFISA
|
-
|
-
|
-
|
-
|
-
|
227
|
-
|
-
|
Total
Parent company
|
-
|
-
|
-
|
-
|
-
|
227
|
-
|
-
|
Directors
and Senior Management
|
|
|
|
|
|
|
|
|
Directors
|
-
|
-
|
-
|
(134)
|
-
|
-
|
-
|
-
|
Senior
Management
|
-
|
-
|
-
|
(11)
|
-
|
-
|
-
|
-
|
Total
Directors and Senior Management
|
-
|
-
|
-
|
(145)
|
-
|
-
|
-
|
-
|
Total
|
13
|
(143)
|
8
|
(145)
|
(5)
|
364
|
-
|
(5)
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
33.
Cost
of sales and services provided
Description
|
|
|
|
Services and other operating costs
|
|
|
Telephones and computer equipment
|
Good for resale and supplies
|
|
|
Total as of 06.30.16
(recast)
|
Total as of 06.30.15
(recast)
|
Inventories as of 06.30.16
|
567
|
650
|
-
|
-
|
4,974
|
8
|
327
|
2,888
|
27
|
9,441
|
1,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
for business combination
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,575
|
-
|
Initial
recognition and changes in the fair value of biological assets and
agricultural products at the point of harvest
|
279
|
(115)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
164
|
172
|
182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in net realizable value of agricultural products after
harvest
|
-
|
(143)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(143)
|
208
|
(34)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
due to harvest
|
-
|
1,877
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,877
|
1,247
|
1,228
|
Purchases
and classifications
|
61
|
2,033
|
-
|
-
|
1,202
|
-
|
2,128
|
33,253
|
62
|
38,739
|
14,846
|
1,097
|
Consume
|
(1)
|
(815)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(816)
|
(618)
|
(605)
|
Additions
|
-
|
-
|
-
|
-
|
27
|
2
|
-
|
-
|
-
|
29
|
425
|
1
|
Impairments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(158)
|
-
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
|
(1)
|
Transfers
|
-
|
-
|
-
|
-
|
26
|
-
|
-
|
-
|
-
|
26
|
|
3
|
Expenses
incurred
|
-
|
347
|
25
|
1,884
|
825
|
486
|
8,760
|
2,178
|
83
|
14,588
|
8,001
|
1,666
|
Cumulative
translation adjustment
|
29
|
54
|
-
|
-
|
1,100
|
-
|
288
|
1,008
|
28
|
2,507
|
2,886
|
(46)
|
Inventories as of 06.30.17
|
(760)
|
(776)
|
-
|
-
|
(5,783)
|
(10)
|
(320)
|
(3,896)
|
(36)
|
(11,581)
|
(9,180)
|
|
Costs as of 06.30.17
|
175
|
3,112
|
25
|
1,884
|
2,371
|
486
|
11,183
|
35,431
|
164
|
54,831
|
-
|
-
|
Costs as of 06.30.16 (recast)
|
138
|
2,116
|
81
|
1,889
|
166
|
361
|
3,455
|
14,028
|
1,201
|
-
|
23,435
|
-
|
Costs as of 06.30.15 (recast)
|
128
|
1,813
|
59
|
1,077
|
15
|
278
|
-
|
-
|
-
|
-
|
-
|
3,370
|
(i) Includes
Ps. (13) corresponding to materials of IRSA and FYO and Ps. (2) of
meet due for slaughtering of Cactus as of June 30,
2014.
(ii) Includes
Ps. (18) corresponding to materials and inputs of IRSA and FYO and
Ps. (2) of meet due for slaughtering of SACPSA as of June 30, 2015.
Does not include Ps. 0.7 corresponding to fattening.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
34.
Foreign
currency assets and liabilities
Book
amounts of foreign currency assets and liabilities are as
follows:
Item (3) / Currency
|
Amount of foreign currency (2)
|
Prevailing exchange rate (1)
|
|
Amount of foreign currency (2)
|
Prevailing exchange rate (1)
|
Total as of 06.30.16
(recast)
|
Amount of foreign currency
(2)
|
Prevailing exchange rate (1)
|
Total as of 06.30.15
(recast)
|
Assets
|
|
|
|
|
|
|
|
|
|
Restricted assets
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
2
|
16.530
|
41
|
-
|
-
|
-
|
-
|
-
|
-
|
Total restricted assets
|
|
|
41
|
|
|
-
|
|
|
-
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
Uruguayan
Peso
|
-
|
-
|
-
|
3
|
0.334
|
1
|
-
|
0.335
|
-
|
US
Dollar
|
60
|
16.53
|
995
|
43
|
14.940
|
637
|
29
|
8.988
|
263
|
Euros
|
9
|
18.85
|
172
|
12
|
16.492
|
195
|
-
|
10.005
|
-
|
Trade and other receivables related parties
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
45
|
16.53
|
747
|
42
|
15.040
|
635
|
10
|
9.088
|
93
|
Total trade and other receivables
|
|
|
1,914
|
|
|
1,468
|
|
|
356
|
Investment in financial assets
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
62
|
16.53
|
1,020
|
166
|
14.940
|
2,477
|
27
|
8.988
|
240
|
New
Israel Shekel
|
-
|
-
|
-
|
-
|
-
|
-
|
3
|
2.407
|
6
|
Pounds
|
1
|
21.49
|
18
|
1
|
19.763
|
19
|
1
|
14.134
|
10
|
Investment in financial assets
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
-
|
-
|
-
|
33
|
14.940
|
499
|
|
|
|
Total Investment in financial assets
|
|
|
1,038
|
|
|
2,995
|
|
|
256
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
2
|
16.53
|
31
|
1
|
14.940
|
15
|
1
|
8.988
|
10
|
New
Israel Shekel
|
-
|
-
|
-
|
-
|
-
|
-
|
95
|
2.407
|
228
|
Financial instruments related parties
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
-
|
-
|
-
|
-
|
-
|
-
|
3
|
9.088
|
29
|
Total derivative financial instruments
|
|
|
31
|
|
|
15
|
|
|
267
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
Uruguayan
Peso
|
|
|
|
-
|
-
|
-
|
-
|
0.335
|
-
|
US
Dollar
|
326
|
16.53
|
5,387
|
84
|
14.940
|
1,260
|
39
|
8.988
|
349
|
Euros
|
3
|
18.85
|
49
|
4
|
16.492
|
60
|
-
|
10.005
|
1
|
New
Israel Shekel
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
2.407
|
2
|
Total Cash and cash equivalents
|
|
|
5,436
|
|
|
1,320
|
|
|
352
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
34.
Foreign currency assets and liabilities
(Continued)
Item (3) / Currency
|
Amount of foreign currency (2)
|
Prevailing exchange rate (1)
|
|
Amount of foreign currency (2)
|
Prevailing exchange rate (1)
|
Total as of 06.30.16
(recast)
|
Amount of foreign currency (2)
|
Prevailing exchange rate (1)
|
Total as of 06.30.15
(recast)
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
|
|
|
|
|
|
New
Israel Shekel
|
-
|
-
|
-
|
2
|
3.892
|
7
|
-
|
-
|
-
|
US
Dollar
|
78
|
16.53
|
1,300
|
100
|
15.040
|
1,502
|
13
|
9.088
|
118
|
Euros
|
1
|
19.00
|
19
|
3
|
16.640
|
54
|
-
|
-
|
-
|
Trade and other payables related parties
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
-
|
-
|
-
|
2
|
15.040
|
31
|
-
|
-
|
-
|
Total trade and other payables
|
|
|
1,319
|
|
|
1,594
|
|
|
118
|
Borrowings
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
1,283
|
16.63
|
21,328
|
1,945
|
15.040
|
29,246
|
616
|
9.088
|
5,598
|
Total borrowings
|
|
|
21,328
|
|
|
29,246
|
|
|
5,598
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
US
Dollar
|
-
|
-
|
-
|
1
|
15.040
|
19
|
1
|
9.088
|
9
|
New
Israel Shekel
|
-
|
-
|
-
|
-
|
-
|
-
|
210
|
2.3809
|
500
|
Total derivative financial instruments
|
|
|
-
|
|
|
19
|
|
|
509
|
(1)
Exchange
rate as of June 30, 2017, 2016 and 2015 according to Banco
Nación Argentina records.
(2)
Considering
foreign currencies those that differ from each Group’s
functional currency at each year-end. Stated in millions of
units.
(3)
The
Company uses derivative instruments as complement in order to
reduce its exposure to exchange rate movements. (Note
19).
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
35.
Financial
assets and other assets held for sale
As
mentioned in Note 3, the investment in Israir has been reclassified
to held for sale. Additionally, IDB Tourism is currently
negotiating the sale of its equity interests in Open Sky Ltd., but
the terms and conditions of such sale have not yet been finalized.
The assets and liabilities related to the Open Sky Ltd. transaction
have been also reclassified. In addition, the equity interest of
the Group in Adama and the related non-recourse loan had been
reclassified to held for sale before the disposal on November 22,
2016.
Pursuant to IFRS 5,
assets and liabilities available for sale have been valued at the
lower of their book value and fair value less cost of sale. Given
that the book value of some assets was higher, an impairment loss
of Ps. 231 has been recorded.
The
following table shows the main assets and liabilities held for
sale:
Group
of assets held for sale:
|
|
Property,
plant and equipment
|
1,712
|
Intangible
assets
|
19
|
Investments
in associates
|
33
|
Deferred
income tax asset
|
57
|
Employee
benefits
|
5
|
Income
tax credit
|
10
|
Trade
and other receivables
|
688
|
Cash
and cash equivalents
|
157
|
Total
|
2,681
|
Liabilities
directly associated to assets classified as held for
sale:
|
|
Trade
and other payables
|
930
|
Payroll
and social security liabilities
|
148
|
Employee
benefits
|
52
|
Deferred
income tax liability
|
10
|
Borrowings
|
715
|
Total
|
1,855
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
36.
Profit
from discontinued operations
The
results of Israir Open Sky and IDB Tourism operations, equity
earnings in Adama and the finance costs associated to the
non-recourse loan related to it, until its sale, and the gain/loss
for the sale of its investment in Adama have been reclassified in
the Statements of Income/(Operations) of Discontinued
Operations.
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
4,410
|
4,410
|
-
|
1,152
|
1,152
|
Costs
|
-
|
(3,795)
|
(3,795)
|
-
|
(1,010)
|
(1,010)
|
Gross profit
|
-
|
615
|
615
|
-
|
142
|
142
|
General
and administrative expenses
|
-
|
(233)
|
(233)
|
-
|
(94)
|
(94)
|
Selling
expenses
|
-
|
(221)
|
(221)
|
-
|
(93)
|
(93)
|
Other
operating results, net (i)
|
4,216
|
(264)
|
3,952
|
-
|
13
|
13
|
Profit / (Loss) from operations
|
4,216
|
(103)
|
4,113
|
-
|
(32)
|
(32)
|
Share
of profit of joint ventures and associates
|
255
|
43
|
298
|
335
|
9
|
344
|
Profit / (Loss) from operations before financing and
taxation
|
4,471
|
(60)
|
4,411
|
335
|
(23)
|
312
|
Finance
income
|
-
|
4
|
4
|
373
|
3
|
376
|
Finance
costs
|
(1,346)
|
(60)
|
(1,406)
|
(238)
|
(32)
|
(270)
|
Other
financial results
|
-
|
-
|
-
|
-
|
-
|
-
|
Financial results, net
|
(1,346)
|
(56)
|
(1,402)
|
135
|
(29)
|
106
|
Profit / (Loss) before income tax
|
3,125
|
(116)
|
3,009
|
470
|
(52)
|
418
|
Income
tax
|
-
|
9
|
9
|
-
|
26
|
26
|
Income / (Loss) for the year from discontinued
operations
|
3,125
|
(107)
|
3,018
|
470
|
(26)
|
444
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
● Sale
of farmlands
On July
20, 2017, the Company executed a purchase-sale agreement for all of
“La Esmeralda” establishment consisting of 9,352
hectares devoted to agricultural and cattle raising activities in
the Nueve de Julio district, Province of Santa Fe, Argentina. The
total amount of the transaction was fixed at US$ 19 (US$/ha.
2,031), US$ 4 of which have already been paid. As for the remaining
balance of US$ 15, US$ 3 will be collected upon execution of
conveyance deed and deliver of possession in June 2018, with the
remaining balance being secured with a mortgage on real property,
payable in 4 equal installments, with maturity in April 2022; the
balances will accrue interest at a rate of 4%.
● Issuance
of non-convertible notes series N
In July
2017, IDBD made a public offering of approximately NIS 642.1
nominal value of corporate notes (Series N), the corporate notes
accrue interest at a 5% annual rate. Taking into account the issue costs, the net
consideration reflects an effective interest rate of 5.3% per
year.
Principal will be
repaid in one bullet payment due on December 30, 2022 while
interest will be payable quarterly in four installments every year,
on the thirtieth day of March, June, September and December each
year for the period 2017-2022. IDBD is entitled to redeem corporate
notes, in whole or in part, through an early redemption in
accordance with the provisions of the issue
prospectus.
To
secure full compliance with all commitments, IDBD has pledged
around 60.4 million of shares of DIC with a single first lien
and in guarantee by means of the lien,
in an unlimited amount, in favor of the trustee for the
benefit of corporate note-holders.
● Tender
offer for Clal
In July
2017, IDBD received an initial non-binding offer from an
international group for the potential acquisition of its interest
in Clal. The offer provides the execution of a transaction, which
consideration will be based on the equity value of Clal, in
accordance with Clal Financial Statement at the time of finalizing
the transaction. On June 30, 2017, this value amounted to NIS 4,880
(or approximately Ps. 23,011 on the consolidated balance sheet
date). This transaction is contingent upon performance of a due
diligence and the execution of an agreement, as well as getting the
approvals required by law. IDBD is analyzing the offer. There is no
certainty that the offer will go forward under the terms offered,
or that the transaction will be completed.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
37.
Subsequent events
(Continued)
On
August 30, 2017, IDBD sold an additional 5% of its equity interest
in Clal through a swap transaction, based on the same principles
that were applied to the swap transaction mentioned in Note 14. The
consideration for the transaction amounted to around NIS 152.5 (or
approximately Ps. 762 on the transaction date). Following
completion of the transaction, IDBD’s interest in Clal was
reduced from 49.9% to 44.9% of its capital stock.
● Ispro
In
August 2017, the Board of Directors of PBC decided to start a
process to examine the potential sale of its interest in Ispro. In
this respect, it has received several offers.
● IRSA
CP Non-Convertible notes Classes III and IV
On
September 5, 2017, Non-Convertible Notes Class III and IV were
tendered under the Program approved by the Shareholders’
Meeting for up to US$ 500. The settlement will take place on
September 12, 2017. The offering of Class III bonds was declared
vacant. The results of the Class IV offer are shown
below:
●
NCN Class IV for a
nominal value of US$ 140.0 to be matured 36 months after the
issuing date, paid in and payable in US Dollars, which will accrue
interest at an annual fixed interest rate of 5.0%, interest payable
on a quarterly basis. Principal will be amortized in only one
installment due on September 14, 2020.
On
September 28, 2017 DIC made a partial exchange offer to the holders
of DIC’s series F bonds, in return for DIC’s series J
bonds (a new series). DIC’s series J bonds has terms that are
materially different from the series F, so this will be treated in
accordance with international accounting rules as the repayment of
the existing original financial undertaking and the recognition of
a new financial undertaking at fair value. As a result of this
exchange, the DIC registered a loss for the difference between the
cancellation and the value of the new debt, in the approximate
amount of NIS 459 million (approximately PS. 2,228 at the date of
the exchange).
●
Metropolitan’s
debt refinancing
Metropolitan 885
Third Avenue Leasehold LLC ("Metropolitan"), a subsidiary of New
Lipstick, has renegotiated its debt for a total amount of US$ 113.1
million non-recourse to IRSA originally maturing on August
1st, 2017,
extending the maturity to April 30, 2020, obtaining a US$ 20
million forgiveness by the lending bank and reducing the interest
rate of Libor + 4 bps to Libor + 2 bps. after canceling US$ 40
million in cash, of which IRSA has contributed US$ 20 million.
Subsequently to the renegotiation, Metropolitan’s debt amounts to US $
53.1 million.
● Sale
of IRSA CP’s shares
On
October 27, 2017, IRSA has completed the sale in the secondary
market of 2,560,000 ADSs of IRSA CP, each representing four common
shares, which represent 8.1% of IRSA CP. After the executed
transaction, IRSA holds an 86.5% equity interest in IRSA
CP.
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
Schedule
I
The
following is a summary of The Group´s investments in real
state as of June 30, 2017 prepared in accordance with SEC
Regulation S-X 12-28
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Buildings, facilities and improvements
|
|
|
Buildings, facilities
and improvements
|
|
|
|
Fair Value at the end of the year
|
|
Date of acquisition
|
Rental properties
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations Center in Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
Abasto
|
-
|
10
|
455
|
21
|
10
|
476
|
486
|
-
|
4,888
|
5,374
|
|
Jul-1994
|
Alto
Palermo Shopping
|
-
|
9
|
583
|
18
|
9
|
601
|
610
|
-
|
4,362
|
4,972
|
|
Nov-1997
|
Alto
Avellaneda
|
-
|
18
|
312
|
33
|
18
|
345
|
363
|
-
|
2,914
|
3,277
|
|
Dec-1997
|
Alcorta
Shopping
|
-
|
11
|
213
|
35
|
11
|
248
|
259
|
1
|
2,110
|
2,370
|
|
Jun-1997
|
Alto
Noa
|
-
|
-
|
71
|
13
|
-
|
84
|
84
|
-
|
594
|
678
|
|
Mar-1995
|
Buenos
Aires Design
|
-
|
-
|
74
|
8
|
-
|
82
|
82
|
-
|
(57)
|
25
|
|
Nov-1997
|
Patio
Bullrich
|
-
|
10
|
206
|
12
|
10
|
218
|
228
|
-
|
1,151
|
1,379
|
|
Oct-1998
|
Alto
Rosario
|
-
|
26
|
140
|
26
|
26
|
166
|
192
|
-
|
2,187
|
2,379
|
|
Nov-2004
|
Mendoza
Plaza
|
-
|
11
|
174
|
12
|
11
|
186
|
197
|
-
|
1,102
|
1,299
|
|
Dec-1994
|
Dot
Baires Shopping
|
-
|
85
|
331
|
23
|
85
|
354
|
439
|
-
|
2,848
|
3,287
|
|
Nov-2006
|
Córdoba
Shopping
|
|
1
|
103
|
8
|
1
|
111
|
112
|
-
|
647
|
759
|
|
Dec-2006
|
Distrito
Arcos
|
-
|
-
|
-
|
287
|
-
|
287
|
287
|
-
|
604
|
891
|
-
|
Nov-2009
|
Alto
Comahue
|
-
|
1
|
12
|
297
|
1
|
309
|
310
|
-
|
492
|
802
|
-
|
May-2006
|
Patio
Olmos
|
-
|
12
|
21
|
-
|
12
|
21
|
33
|
-
|
114
|
147
|
|
Sep-2007
|
Soleil
Premium Outlet
|
-
|
23
|
56
|
71
|
23
|
127
|
150
|
-
|
772
|
922
|
-
|
Jul-2010
|
Dot
building
|
-
|
13
|
75
|
12
|
13
|
87
|
100
|
1
|
650
|
751
|
|
Nov-2006
|
Bouchard
710
|
-
|
40
|
49
|
3
|
40
|
52
|
92
|
-
|
985
|
1,077
|
-
|
Jun-2005
|
Bouchard
551
|
-
|
5
|
3
|
1
|
5
|
4
|
9
|
-
|
46
|
55
|
-
|
Mar-2007
|
Intercontinental
Plaza
|
-
|
7
|
58
|
1
|
7
|
59
|
66
|
-
|
(54)
|
12
|
|
Nov-1997
|
BankBoston
tower
|
-
|
78
|
56
|
-
|
78
|
56
|
134
|
1
|
1,013
|
1,148
|
-
|
Aug-2007
|
República
building
|
-
|
111
|
86
|
-
|
111
|
86
|
197
|
-
|
1,337
|
1,534
|
-
|
Apr-2008
|
La
Adela
|
-
|
11
|
-
|
-
|
11
|
-
|
11
|
-
|
236
|
247
|
-
|
Jul-2014
|
Edificio
Phillips
|
-
|
-
|
469
|
-
|
-
|
469
|
469
|
-
|
77
|
546
|
-
|
Jul-2015
|
Others
|
-
|
23
|
41
|
3
|
23
|
44
|
67
|
-
|
901
|
968
|
n/a
|
n/a
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
Schedule I (Continued)
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Buildings, facilities and improvement
|
|
|
Buildings, facilities and improvements
|
|
|
|
Fair Value at the end of the year
|
|
Date of acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations Center in Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
Tivoli
|
-
|
150
|
1,881
|
2,564
|
267
|
4,328
|
4,595
|
-
|
(588)
|
4,007
|
|
Oct-2015
|
Kiryat
Ono Mall
|
-
|
392
|
731
|
1,180
|
763
|
1,540
|
2,303
|
-
|
(4)
|
2,299
|
|
Oct-2015
|
Shopping
Center Modi’in A
|
|
223
|
289
|
510
|
434
|
588
|
1,022
|
-
|
4
|
1,026
|
|
Oct-2015
|
HSBC
|
|
5,753
|
2,136
|
6,587
|
11,190
|
3,286
|
14,476
|
-
|
830
|
15,306
|
1927-1984
|
Oct-2015
|
Matam
park - Haifa
|
|
576
|
2,913
|
3,576
|
1,121
|
5,944
|
7,065
|
-
|
56
|
7,121
|
1979-2015
|
Oct-2015
|
Herzeliya
North
|
-
|
944
|
1,403
|
2,524
|
1,836
|
3,035
|
4,871
|
-
|
(30)
|
4,841
|
1996-2015
|
Oct-2015
|
Gav-Yam
Center - Herzeliya
|
|
748
|
817
|
1,518
|
1,455
|
1,628
|
3,083
|
-
|
60
|
3,143
|
1997-2006
|
Oct-2015
|
Neyar
Hadera Modi’in
|
-
|
186
|
272
|
550
|
363
|
645
|
1,008
|
-
|
(11)
|
997
|
|
Oct-2015
|
Gav
yam park - Beer Sheva
|
|
34
|
402
|
455
|
67
|
824
|
891
|
-
|
30
|
921
|
|
Oct-2015
|
Haifa
Bay
|
-
|
123
|
235
|
351
|
238
|
471
|
709
|
-
|
11
|
720
|
|
Oct-2015
|
Others
PBC
|
Mortgage
|
1,790
|
2,052
|
4,523
|
3,482
|
4,833
|
8,365
|
-
|
305
|
8,670
|
|
|
Ispro
planet -BeerSheva -Phase1
|
-
|
154
|
294
|
973
|
300
|
1,121
|
1,421
|
-
|
-
|
1,421
|
|
Oct-2015
|
Ha'
SHARON
|
-
|
329
|
319
|
660
|
639
|
669
|
1,308
|
-
|
56
|
1,364
|
|
Oct-2015
|
Ha'
SEFLA
|
-
|
110
|
81
|
280
|
215
|
256
|
471
|
-
|
(4)
|
467
|
|
Oct-2015
|
Zafon
|
-
|
12
|
10
|
76
|
24
|
74
|
98
|
-
|
(26)
|
124
|
|
|
Mizpe
Sapir
|
-
|
59
|
22
|
79
|
144
|
46
|
160
|
-
|
(7)
|
167
|
|
|
Others
Shufersal
|
|
172
|
498
|
951
|
334
|
1,287
|
1,621
|
-
|
119
|
1,740
|
n/a
|
Oct-2015
|
Total Rental properties
|
|
12,644
|
17,924
|
28,240
|
23,551
|
35,077
|
58,628
|
3
|
30,670
|
89,301
|
|
|
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Consolidated
Financial Statements (Continued)
(Amounts
in millions of Argentine Pesos, except otherwise
indicated)
Schedule I (Continued)
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Buildings, facilities and improvements
|
|
|
Buildings, facilities and improvements
|
|
|
|
Fair Value at the end of the year
|
|
|
Undeveloped parcels of land
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations Center in Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
Building
annexed to Dot
|
-
|
25
|
-
|
-
|
25
|
-
|
25
|
-
|
890
|
915
|
-
|
|
Luján
plot of land
|
-
|
42
|
-
|
-
|
42
|
-
|
42
|
-
|
125
|
167
|
-
|
|
Caballito
– Ferro
|
-
|
46
|
4
|
-
|
46
|
4
|
50
|
-
|
159
|
209
|
-
|
|
Santa
María del Plata
|
-
|
159
|
64
|
-
|
159
|
64
|
223
|
-
|
2,909
|
3,132
|
-
|
|
Others
|
-
|
12
|
4
|
-
|
12
|
4
|
16
|
-
|
270
|
286
|
-
|
-
|
Operations Center in Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
Tivoli
|
-
|
498
|
-
|
294
|
968
|
(176)
|
792
|
-
|
-
|
792
|
|
|
Others
|
-
|
961
|
5
|
1,012
|
1,870
|
108
|
1,978
|
-
|
168
|
2,146
|
n/a
|
|
Total undeveloped parcels of land
|
|
1,743
|
77
|
1,306
|
3,122
|
4
|
3,126
|
-
|
4,521
|
7, 647
|
|
|
Properties under development
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations Center in Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
PH
Office Park
|
-
|
16
|
-
|
112
|
16
|
112
|
128
|
20
|
22
|
170
|
|
-
|
Building
annexed to Alto Palermo Shopping
|
-
|
38
|
-
|
9
|
38
|
9
|
47
|
-
|
47
|
94
|
|
-
|
Distrito
Arcos
|
-
|
-
|
-
|
2
|
-
|
2
|
2
|
-
|
-
|
2
|
|
-
|
Catalinas
Norte
|
-
|
42
|
-
|
21
|
42
|
21
|
63
|
-
|
286
|
349
|
|
|
Operations Center in Israel
|
|
|
|
|
|
|
|
|
|
|
|
|
Tivoli
|
-
|
-
|
417
|
432
|
-
|
849
|
849
|
-
|
-
|
849
|
|
|
Ispro
Planet – Beer Sheva – Phase 1
|
-
|
42
|
44
|
113
|
81
|
118
|
199
|
-
|
11
|
210
|
|
|
Others
|
-
|
216
|
179
|
966
|
420
|
941
|
1,361
|
-
|
(30)
|
1,331
|
|
|
Total properties under development
|
|
354
|
640
|
1,655
|
597
|
2,052
|
2,649
|
20
|
336
|
3,005
|
|
|
Total
|
|
14,738
|
18,777
|
31,229
|
27,835
|
36,909
|
64,744
|
23
|
35,118
|
99,885
|
|
|
The
breakdown of investment properties as of June 30, 2017, not
includes leased farmlands for the amount of Ps. 304
million.