cresyfs1q16_6k.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 FORM 6-K
 

 REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of November 2015
 

 Cresud Sociedad Anónima, 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
(C1091AAQ)
Buenos Aires, Argentina
 (Address of principal executive offices)


 Form 20-F x               Form 40-F  o
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes o               No x
 

 
 
CRESUD S.A.C.I.F. y A.
(THE “COMPANY”)

REPORT ON FORM 6-K

 

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

 

 

 

 
 

 

Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 

 


 
 

 

Legal Information

 

 

Denomination: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria

Fiscal year N°:  83, beginning on July 1, 2015

Legal address: Moreno 877, 23rd floor – Autonomous City of Buenos Aires, Argentina

Company activity: Real state, agricultural, commercial and financial activities

Date of registration of the by-laws in the Public Registry of Commerce: February 19, 1937

Date of registration of last amendment of the by-laws in the Public Registry of Commerce: February 25, 2013

Expiration of Company charter: June 6, 2082

Common Stock subscribed, issued and paid up: 501,642,804 common shares.

 

 

Majority shareholder’s: Inversiones Financieras del Sur S.A.

Legal address: Road 8, km 17,500, Zonamérica Building 1, store 106, Montevideo, Uruguay

Parent company Activity: Investment

Capital stock: 187,651,850 common shares

 

Type of stock

CAPITAL STATUS

Authorized to be offered publicly (Shares)

Subscribed, Issued and Paid-in (Ps.)

Ordinary certified shares of Ps. 1 face value and 1 vote each

501,642,804

501,642,804

 

 

 

1


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

as of September 30, 2015 and June 30, 2015

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

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

 

 

Note

09.30.15

 

06.30.15

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Investment properties

10

3,435,699

 

3,474,959

Property, plant and equipment

11

1,826,815

 

1,977,195

Trading properties

12

123,624

 

129,654

Intangible assets

13

171,530

 

175,763

Biological assets

14

416,645

 

458,879

Investments in associates and joint ventures

8, 9

2,992,144

 

3,394,288

Deferred income tax assets

26

687,918

 

652,186

Income tax credit

 

160,605

 

160,457

Restricted assets

17

3,621

 

4,301

Trade and other receivables

18

419,617

 

426,777

Investment in financial assets

19

505,416

 

622,845

Derivative financial instruments

20

323,637

 

207,602

Total non-current assets

 

11,067,271

 

11,684,906

Current Assets

 

 

 

 

Trading properties

12

4,088

 

3,300

Biological assets

14

113,809

 

119,998

Inventories

15

467,505

 

511,350

Restricted assets

17

119,238

 

607,021

Income tax credit

 

27,632

 

30,749

Trade and other receivables

18

1,850,872

 

1,772,373

Investment in financial assets

19

1,006,926

 

504,102

Derivative financial instruments

20

46,312

 

29,554

Cash and cash equivalents

21

1,033,415

 

633,693

Total current assets

 

4,669,797

 

4,212,140

TOTAL ASSETS

 

15,737,068

 

15,897,046

SHAREHOLDERS’ EQUITY

 

 

 

 

Capital and reserves attributable to equity holders of the parent

 

 

 

 

Share capital

 

495,015

 

494,777

Treasury stock

 

6,628

 

6,866

Inflation adjustment of share capital

 

64,561

 

64,530

Inflation adjustment of treasury stock

 

864

 

895

Share premium

 

659,464

 

659,464

Additional Paid-in Capital from Treasury Stock

 

14,952

 

12,678

Cost of treasury stock

 

(32,198)

 

(32,198)

Changes in non-controlling interest

 

48,668

 

53,806

Cumulative translation adjustment

 

350,151

 

463,297

Equity-settled compensation

 

83,719

 

81,988

Reserve for the acquisition of securities issued by the company

 

32,198

 

32,198

Retained earnings

 

(173,928)

 

117,559

Equity attributable to equity holders of the parent

 

1,550,094

 

1,955,860

Non-controlling interest

 

2,258,916

 

2,558,906

TOTAL SHAREHOLDERS’ EQUITY

 

3,809,010

 

4,514,766

 

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

Fernando A. Elsztain

Director

Acting as President

 

2


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

as of September 30, 2015 and June 30, 2015 (Continued)

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

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

 

 

Note

09.30.15

 

06.30.15

LIABILITIES

 

 

 

 

Non-current liabilities

 

 

 

 

Trade and other payables

22

269,791

 

264,054

Income tax liabilities

 

59,896

 

-

Borrowings

25

6,626,706

 

5,832,973

Deferred income tax liabilities

26

195,312

 

150,691

Derivative financial instruments

20

264,098

 

268,862

Payroll and social security liabilities

23

5,374

 

5,539

Provisions

24

410,483

 

386,948

Total non-current liabilities

 

7,831,660

 

6,909,067

Current liabilities

 

 

 

 

Trade and other payables

22

1,292,834

 

1,306,835

Income tax liabilities

 

78,853

 

142,361

Payroll and social security liabilities

23

160,733

 

230,400

Borrowings

25

2,247,408

 

2,476,886

Derivative financial instruments

20

261,152

 

261,760

Provisions

24

55,418

 

54,971

Total current liabilities

 

4,096,398

 

4,473,213

TOTAL LIABILITIES

 

11,928,058

 

11,382,280

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

15,737,068

 

15,897,046

 

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

 

Fernando A. Elsztain

Director

Acting as President

 

3


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Income

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

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

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

 

 

 

Note

09.30.15

 

09.30.14

Revenues

28

1,624,361

 

1,523,484

Costs

29

(1,194,591)

 

(1,243,223)

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

 

196,625

 

282,227

Changes in the net realizable value of agricultural produce after harvest

 

(8,933)

 

(22,021)

Gross profit

 

617,462

 

540,467

Gain from disposal of investment properties (Note 4)

 

383,585

 

316,767

General and administrative expenses

30

(194,458)

 

(139,351)

Selling expenses

30

(146,516)

 

(122,554)

Other operating results, net

32

10,709

 

964

Profit from operations

 

670,782

 

596,293

Share of loss of associates and joint ventures

8, 9

(496,669)

 

(102,728)

Profit from operations before financing and taxation

 

174,113

 

493,565

Finance income

33

91,441

 

55,418

Finance cost

33

(516,535)

 

(497,685)

Other financial results

33

(21,772)

 

101,449

Financial results, net

33

(446,866)

 

(340,818)

(Loss) / Profit before income tax

 

(272,753)

 

152,747

Income tax expense

26

(89,007)

 

(131,082)

(Loss) / Profit for the period

 

(361,760)

 

21,665

 

 

 

 

 

Attributable to:

 

 

 

 

Equity holders of the parent

 

(292,151)

 

(122,005)

Non-controlling interest

 

(69,609)

 

143,670

 

 

 

 

 

Loss per share attributable to equity holders of the parent during the period:

 

 

 

 

Basic

 

(0.59)

 

(0.25)

Diluted

 

(i) (0.59)

 

(i) (0.25)

 

(i)   Due to the loss for the period, there is no diluted effect on this result.

 

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

Fernando A. Elsztain

Director

Acting as President

 

4


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

 

Unaudited Condensed Interim Consolidated Statements of Comprehensive Income

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

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

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

 

 

09.30.15

 

09.30.14

(Loss) / Profit for the period

(361,760)

 

21,665

Other comprehensive income:

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

Currency translation adjustment

(361,301)

 

(84,292)

Currency translation adjustment from associates and joint ventures

41,016

 

30,334

Other comprehensive loss for the period (i)

(320,285)

 

(53,958)

Total comprehensive loss for the period

(682,045)

 

(32,293)

 

 

 

 

Attributable to:

 

 

 

Equity holders of the parent

(405,297)

 

(130,380)

Non-controlling interest

(276,748)

 

98,087

 

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

 

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

 

Fernando A. Elsztain

Director

Acting as President

 

5


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

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

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

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

 

 

 

 

Share Capital

Treasury Stock

Inflation adjustment

of Share

Capital

Inflation adjustment

of Treasury

Stock

Share

premium

Additional Paid-in Capital from Treasury Stock

Cost of

Treasury

Stock

Subtotal

Changes in

non-controlling interests

Cumulative translation adjustment

Equity-settled

compensation

Reserve for the acquisition of securities issued by the company

Retained earnings

Subtotal

Non-controlling interest

Total

Shareholders’

equity

Balances as of June 30, 2015

494,777

6,866

64,530

895

659,464

12,678

(32,198)

1,207,012

53,806

463,297

81,988

32,198

117,559

1,955,860

2,558,906

4,514,766

Loss for the period

-

-

-

-

-

-

-

-

-

-

-

-

(292,151)

(292,151)

(69,609)

(361,760)

Other comprehensive loss for the period

-

-

-

-

-

-

-

-

-

(113,146)

-

-

-

(113,146)

(207,139)

(320,285)

Total comprehensive loss for the period

-

-

-

-

-

-

-

-

-

(113,146)

-

-

(292,151)

(405,297)

(276,748)

(682,045)

Cash dividends

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(4,513)

(4,513)

Acquisition of subsidiaries

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(3,033)

(3,033)

Capital contributions from non-controlling interest

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(95)

(95)

Equity-settled compensation

-

-

-

-

-

-

-

-

-

-

4,669

-

-

4,669

1,527

6,196

Equity incentive plan granted

238

(238)

31

(31)

-

2,274

-

2,274

-

-

(2,938)

-

664

-

-

-

Changes in non- controlling interest

-

-

-

-

-

-

-

-

(5,138)

-

-

-

-

(5,138)

(17,128)

(22,266)

Balances as of September 30, 2015

495,015

6,628

64,561

864

659,464

14,952

(32,198)

1,209,286

48,668

350,151

83,719

32,198

(173,928)

1,550,094

2,258,916

3,809,010

 

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

Fernando A. Elsztain

Director

Acting as President

 

6


 
 

 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

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

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

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

 

 

Share Capital

Treasury Stock

Inflation adjustment

of Share Capital

Inflation adjustment

of Treasury Stock

Share

premium

Cost of

Treasury

Stock

Share

warrants

Subtotal

Changes in

non-controlling interests

Cumulative translation adjustment

Equity-settled

compensation

Legal

reserve

Reserve for new developments

Special

reserve

Reserve for the acquisition of securities issued by the company

Retained earnings

Subtotal

Non-controlling interest

Total

Shareholders’

equity

Balances as of June 30, 2014

490,997

10,566

64,047

1,378

773,079

(54,876)

106,264

1,391,455

(15,429)

633,607

70,028

81,616

17,065

633,940

200,000

(1,066,428)

1,945,854

2,488,932

4,434,786

(Loss) / Profit for the period

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(122,005)

(122,005)

143,670

21,665

Other comprehensive loss for the period

-

-

-

-

-

-

-

-

-

(8,375)

-

-

-

-

-

-

(8,375)

(45,583)

(53,958)

Total comprehensive loss for the period

-

-

-

-

-

-

-

-

-

(8,375)

-

-

-

-

-

(122,005)

(130,380)

98,087

(32,293)

Equity-settled compensation

-

-

-

-

-

-

-

-

-

-

12,069

-

-

-

-

-

12,069

3,660

15,729

Acquisition of Treasury stock

(3,068)

3,068

(400)

400

-

(32,198)

-

(32,198)

-

-

-

-

-

-

-

-

(32,198)

-

(32,198)

Changes in non-controlling interest

-

-

-

-

-

-

-

-

29,035

-

-

-

-

-

-

-

29,035

7,578

36,613

Cash dividends

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(772)

(772)

Capital contributions from non-controlling interest

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

275

275

Capital reduction

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(3,784)

(3,784)

Balances as of September 30, 2014

487,929

13,634

63,647

1,778

773,079

(87,074)

106,264

1,359,257

13,606

625,232

82,097

81,616

17,065

633,940

200,000

(1,188,433)

1,824,380

2,593,976

4,418,356

 

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

Fernando A. Elsztain

Director

Acting as President

 

7


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

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

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

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

 

 

 

Note

09.30.15

 

09.30.14

Operating activities:

 

 

 

 

Cash generated from operations

21

412,260

 

381,238

Income tax paid

 

(67,043)

 

(54,448)

Net cash generated from operating activities

 

345,217

 

326,790

Investing activities:

 

 

 

 

Acquisition of associates and joint ventures

 

-

 

(268,975)

Capital contributions to associates and joint ventures

 

(34,340)

 

(52,479)

Acquisition of investment properties

 

(46,926)

 

(62,414)

Proceeds from sale of associates and joint venturesa

 

-

 

19,139

Proceeds from sale of investment properties

 

388,406

 

1,507,067

Acquisition of property, plant and equipment

 

(18,971)

 

(67,404)

Proceeds from sale of property, plant and equipment

 

1,859

 

92

Payments of purchase of farmlands

 

(77,830)

 

-

Proceeds from sale of farmlands

 

14,470

 

23,693

Acquisition of intangible assets

 

(1,172)

 

(1,889)

Acquisition of Investment in financial assets

 

(1,315,705)

 

(1,423,566)

Proceeds from disposals of Investment in financial assets

 

1,056,378

 

1,471,551

Loans granted to associates and joint ventures

 

-

 

49

Loans repayments received from associates and joint ventures

 

1,052

 

1,694

Interest received from financial assets

 

-

 

2,286

Dividends received

 

462

 

3,081

Net cash (used in) / generated from investing activities

 

(32,317)

 

1,151,925

Financing activities:

 

 

 

 

Repurchase of non-convertible notes

 

(120,803)

 

-

Purchase of treasury stock

 

-

 

(32,198)

Proceeds from issuance of non-convertible notes

 

793,018

 

455,038

Payment of non-convertible notes

 

(154,419)

 

(538,081)

Borrowings

 

537,144

 

442,551

Payment of trust debt titles

 

-

 

(9,733)

Payment of seller financing of shares

 

-

 

(105,861)

Repayments of borrowings

 

(546,785)

 

(351,733)

Proceeds from borrowings from associates and joint ventures

 

-

 

13,009

Cancellation of liabilities held for sale

 

-

 

(603,021)

Borrowings from associates and joint ventures

 

600

 

-

Payment of seller financing

 

(973)

 

(690)

Acquisition of non-controlling interest in subsidiaries

 

(24,568)

 

(1,094)

Dividend paid

 

(48,246)

 

(14,640)

Payments of derivative financial instruments

 

(26,587)

 

(63,514)

Proceeds from derivative financial instruments

 

-

 

131

Capital reduction

 

-

 

(3,784)

Sale of equity in subsidiaries to non-controlling interest

 

-

 

55,314

Capital contributions of non-controlling interest

 

-

 

275

Interest paid

 

(285,286)

 

(260,343)

Net cash generated from / (used in) financing activities

 

123,095

 

(1,018,374)

Net increase in cash and cash equivalents

 

435,995

 

460,341

Cash and cash equivalents at beginning of period

21

633,693

 

1,002,987

Foreign exchange (loss) gain on cash and cash equivalents

 

(36,273)

 

18,424

Cash and cash equivalents at end of period

 

1,033,415

 

1,481,752

 

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

Fernando A. Elsztain

Director

Acting as President

 

8


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

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

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

 

1.             General information

 

1.1          The Group’s business and general information

 

Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud” or the “Company”) 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 Inversiones y Representaciones Sociedad Anónima (“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 principal subsidiary.

 

Cresud and its subsidiaries are collectively referred to hereinafter as the Group. See Note 2.3 to the Consolidated Financial Statements as of June 30, 2015 and 2014 for a description of the Group’s companies.

 

As of September 30, 2015, the Group operates in two major lines of business: (i) Agricultural business, (ii) Urban Properties and Investments business. See Note 6 to the Unaudited Condensed Interim Consolidated Financial Statements as of June 30, 2015 and 2014 for a description of the Group’s segments.

 

The Group’s Agricultural business operations are comprised of crop production, cattle feeding, raising and fattening, milk production, sugarcane production and brokerage activities. The Group currently has agricultural operations and investments in Argentina, Brazil, Uruguay, Paraguay and Bolivia.

 

The Urban Properties and Investments business operations are conducted primarily through IRSA and IRSA’s principal subsidiary, IRSA Propiedades Comerciales S.A. (formerly Alto Palermo S.A. (“APSA”) which changed its legal name to “IRSA Propiedades Comerciales”). Through IRSA Propiedades Comerciales and IRSA, the Group owns, manages and develops shopping centers across Argentina, a portfolio of office and other rental properties in the Autonomous City of Buenos Aires, capital of Argentina, and since 2009 it entered into the US real estate market, mainly through the acquisition of non-controlling interests in office buildings and hotels. Through IRSA or IRSA Propiedades Comerciales, 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 Condensed Interim Consolidated Financial Statements to denote investment, development and/or trading properties activities.

 

 

 

 

9


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

1.             General information (Continued)

 

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

 

The activities of the Group’s segment “Financial operations and others” is carried out mainly through Banco Hipotecario S.A. (“BHSA”), where it has a 29.99% 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 Buenos Aires Stock Exchange. Additionally, the Group has a 43.15% interest in Tarshop S.A (“Tarshop”) whose main business comprises credit cards activities and the provision of loans. 

 

Cresud’s and IRSA Propiedades Comerciales’s shares are listed and traded on both the Buenos Aires Stock Exchange (“BCBA”) and the National Association of Securities Dealers Automated Quotation (“NASDAQ”). IRSA´s shares are listed and traded on both the BCBA and the New York Stock Exchange (“NYSE”).

 

Cresud is the ultimate parent company and is a corporation incorporated and domiciled in the Republic of Argentina. The address of its registered office is Moreno 877, 23rd Floor, Buenos Aires, Argentina.

 

These consolidated financial statements have been approved for issue by the Board of Directors on November 11, 2015.

 

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

 

2.1       Basis of preparation

 

The present Unaudited Condensed Interim Consolidated Financial Statements for the three-month periods ended September 30, 2015 and 2014 (the “Unaudited Condensed Interim Consolidated Financial Statements”) have been prepared in accordance with IAS 34 “Interim Financial Reporting”.

 

 

 

 

10


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

These Unaudited Condensed Interim Consolidated Financial Statements should be read together with the Annual Consolidated Financial Statements of the Company as of June 30, 2015. These Unaudited Condensed Interim Consolidated Financial Statements are expressed in thousands of Argentine Pesos.

 

The Condensed Interim Consolidated Financial Statements corresponding to the three-month periods ended as of September 30, 2015 and 2014 have not been audited. The Company´s management believes they include all necessary adjustments to fairly present the results of each period. Results for the three-month periods ended September 30, 2015 and 2014 do not necessarily reflect proportionally the Company’s results for the complete fiscal years.

 

2.2          Accounting Policies

 

The accounting policies applied in the preparation of these Unaudited Condensed Interim Consolidated Financial Statements are consistent with those applied in the preparation of the information under IFRS as of June 30, 2015, except for those mentioned below which were applied in these financial statements. Most significant accounting policies are described in note 2 included in the Consolidated Financial Statements as of June 30, 2015 and 2014.

 

2.3          Use of estimates

 

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

 

In the preparation of these Unaudited Condensed Interim Consolidated Financial Statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same applied by the Group in the preparation of the Annual Consolidated Financial Statements as of June 30, 2015, save for changes in accrued income tax, provision for legal claims, allowance for doubtful accounts, provision for director's fees and for percentage rent.

 

Additionally, to estimate the market value of its investment in IDBD, in this  period the Group chose to stop considering the listed price (Level 1 valuation) and to adopt a valuation model based on unobservable variables (Level 3 valuation), as a result of the circumstances described in Note 16.

 

 

 

 

11


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

2.4          Comparative information

 

Amounts as of September 30, 2014 and June 30, 2015, which are disclosed for comparative purposes have been taken from the Consolidated Financial Statements as of such dates. The financial statements originally issued have been subject to certain reclassifications required in order to present these figures comparatively with this period.

 

During the three-month periods ended September 30, 2015 and 2014, the Real Brasileño (RS) has depreciated against the Argentine Peso and other currencies by around 19.1% and 6.4%, respectively, which affects the comparability of the figures reported in the current financial statements given its negative impact on the financial position and results of operations of the Group, due mainly to the foreign exchange rate exposure to net assets and liabilities denominated in foreign currency and investments in joint ventures with a functional currency different from the Real.

 

3.             Seasonal effects on operations

 

The operations of the Group’s agricultural business are also subject to seasonal effects. The harvests and sale of grains (corn, soybean and sunflower) generally take place between January and September every year. Wheat is generally harvested between November and February. In Bolivia, weather conditions make it possible to have two soybeans, corn and barley seasons and, therefore, these crops are harvested in April and October, whereas wheat and sunflower are harvested in August and September, respectively. Other segments of the agricultural business, such as beef cattle and milk production tend to be more stable. However, beef cattle and milk production is generally larger during the second quarter, when conditions are more favorable. In case of sugar cane, harvest and sale take place between May and November of each year. As a result, there may be material fluctuations in the agricultural business results across quarters.

 

The operations of the Group’s shopping centers are also subject to seasonal effects, which affect the level of sales recorded by lessees. During summer time (January and February), the lessees of shopping centers experience the lowest sales levels in comparison with the winter holidays (July) and year-end celebrations (December) when they tend to record peaks of sales. Apparel stores generally change their collections during the spring and the fall, which impacts positively on shopping mall sales. Sale discounts at the end of each season also impact the business. As a consequence, a higher level of revenues is generally expected in the second half of the year rather than the first in shopping center operations.

 

 

 

 

12


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

4.             Acquisitions and disposals

 

For the three-month period ended as of September 30, 2015

 

Sale of investment properties

 

On July 10, 2015, the Group through IRSA signed the transfer deed for the sale of the 16th floor of the Maipú 1300 Building. The total price of the transaction was US$ 1.5 million. Such transaction generated a gain before tax of approximately Ps. 12 million.

 

On July 24, 2015, the Group through IRSA signed the transfer deed for the sale of the 4th floor of the Maipú 1300 Building. The total price of the transaction was Ps. 21.7 million. Such transaction generated a gain before tax of approximately Ps. 19.7 million.

 

On July 31, 2015, the Group through IRSA signed the transfer deed for the sale of the 18th floor of the Maipú 1300 Building. The total price of the transaction was US$ 1.6 million. Such transaction generated a gain before tax of approximately Ps. 12.6 million.

 

On August 24, 2015, the Group through IRSA signed the transfer deed for the sale of the 3rd floor of the Maipú 1300 Building. The total price of the transaction was US$ 1.5 million. Such transaction generated a gain before tax of approximately Ps. 11.6 million.

 

On September 3, 2015, the Group, through IRSA sold the lands of “Isla Sirgadero”, located in Santa Fe province. The total price of the transaction was US$ 4.0 million. Such transaction generated a gain before tax of approximately Ps. 31.9 million.

 

On September 10, 2015, the Group through IRSA CP, transferred 5,963 square meters corresponding to seven offices floors, 56 parking units and 3 housing units of Intercontinental Plaza Building. The transaction price was Ps. 324.5 million, which has already been fully paid. Gross profit of this operation amounted to Ps. 295.8 million.

 

All sales of the period led to a combined profit for the Group of Ps. 383.6 million, disclosed within the line “Gain from disposal of investment properties” in the Statement of Income.

 

 

 

 

 

13


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

4.             Acquisitions and disposals (Continued)

 

Investment in IDBD

 

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

 

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

 

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

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

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

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

 

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

 

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

 

 

 

 

14


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

4.             Acquisitions and disposals (Continued)

 

As of September 30, 2015, IDBD’s Board of Directors consisted of nine members, three of which were appointed by Dolphin as regular directors: Eduardo Sergio Elsztain (President), Roni Bar-On (on July 7 Roni Bar- On replaced Alejandro Gustavo Elsztain) and Saúl Zang.

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

15


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

4.             Acquisitions and disposals (Continued)

 

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

 

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

 

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

 

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

 

On September 24, 2015 the arbitrator issued its award, which provided that: (i) Dolphin and IFISA are entitled to act as buyers in the BMBY process, and ETH should sell IDBD shares held by it (92,665,925 shares) at a NIS price of 1.64 per share; (ii) the buyer must fulfill all of the commitments included in the seller’s Arrangement, including the commitment to carry out Tender Offers and the obligation to engage in capital increases; (iii) the buyer must pledge in favor of the Arrangement Trustees the shares that seller had pledged to them; (iii) the parties will have 16 days to complete the BMBY process from the time of notice of this award.

 

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

 

 

 

 

16


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

4.             Acquisitions and disposals (Continued)

 

Transactions with non-controlling interests

 

IRSA Commercial Properties

 

During the three-month period ended September 30, 2015, the Group, through IRSA, acquired an additional 0.10% interest in IRSA Commercial Properties for a total amount of Ps. 3.1 million. This resulted in a decrease in non-controlling interests of Ps. 0.9 million and a decrease in equity attributable to the owners of the parent of Ps. 9.5 million. As of September 30, 2015, IRSA's equity interest in IRSA Propiedades Comerciales amounts to 95.90%. The effect of changes in the ownership interest of IRSA Propiedades Comerciales on the equity attributable to owners of the Group is summarized as follows:

 

 

Ps. (million)

Carrying amount of group’s interest acquired of

0.9

Consideration paid for non-controlling interests

(9.5)

Reserve recorded in within parent’s equity

(i) (8.6)

 

(i)   The reserve includes Ps. 3.0 million for non-controlling interest.

 

5.             Financial risk management

 

5.1.      Financial risk

 

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

 

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

 

5.2.      Fair value estimates

 

Since June 30, 2015, to the balance sheet date, there have been no significant changes in business or economic circumstances affecting the fair value of the Group's assets or liabilities (either measured at fair value or amortized cost). Neither have been certain transfers between the several tiers used in estimating the fair value of the Group’s financial instruments, which are describe in Note 16.

 

 

 

 

 

17


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

 

6.     Segment information

 

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

 

The following asset categories are reviewed by the Group's Executive Board: investment properties, property, plant and equipment, trading properties, goodwill, rights to receive future units through barter agreements, assets held for sale, biological assets, inventories, investments in associates and investment in EHSA joint venture. The aggregate of these assets, classified by business segment, are disclosed as “segment assets”. The measurement principles for the segment assets are based on the IFRS principles adopted in the preparation of the consolidated financial statements, except for the Group’s share of assets of the joint ventures: Cresca S.A., Cyrsa S.A., Nuevo Puerto Santa Fe S.A., Puerto Retiro S.A., Baicom Networks S.A. and Quality Invest S.A., which are all reported to the Executive Board under the proportionate, consolidation method. Under this method, each of the segment assets reported includes the proportionate share of the Group in the same operating assets of these joint ventures. As an example, the investment properties amount reported to the Executive Board includes (i) the investment property balance as per the statement of financial position plus (ii) the Group’s share of the investment properties of these joint ventures. Under IFRS 11, the investment properties of these joint ventures are included together with all other of the joint ventures’ net assets in the single line item titled “Investments in associates and joint ventures” in the statement of financial position. Assets are allocated to each segment based on the operations and/or their physical location. Assets and services exchanged between segments are calculated on the basis of market prices. Intercompany transactions between segments, if any, are eliminated.

 

 

 

 

18


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.             Segment information (Continued)

 

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

 

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

 

 

 

 

 

 

 

19


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.             Segment information (Continued)

 

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

 

 

Agricultural business

(I)

 

Urban properties and investments business

(II)

 

Total

Revenues

679,900

 

721,016

 

1,400,916

Costs

(778,248)

 

(180,755)

 

(959,003)

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

193,369

 

-

 

193,369

Changes in the net realizable value of agricultural produce after harvest

(8,933)

 

-

 

(8,933)

Gross profit

86,088

 

540,261

 

626,349

Gain from disposal of investment properties

-

 

383,585

 

383,585

General and administrative expenses

(63,955)

 

(132,354)

 

(196,309)

Selling expenses

(92,252)

 

(55,439)

 

(147,691)

Other operating results, net

23,357

 

(12,932)

 

10,425

(Loss) / Profit from operations

(46,762)

 

723,121

 

676,359

Share of loss of associates and joint ventures

(554)

 

(493,105)

 

(493,659)

Segment (Loss) / Profit

(47,316)

 

230,016

 

182,700

 

 

 

 

 

 

Investment properties

442,007

 

3,499,167

 

3,941,174

Property, plant and equipment

1,569,225

 

255,982

 

1,825,207

Trading properties

-

 

130,212

 

130,212

Goodwill

6,916

 

24,440

 

31,356

Rights to receive future units under barter agreements

-

 

90,486

 

90,486

Biological assets

539,668

 

-

 

539,668

Inventories

453,936

 

23,041

 

476,977

Investments in associates and joint ventures

30,185

 

2,600,437

 

2,630,622

Total segment assets

3,041,937

 

6,623,765

 

9,665,702

 

 

 

20


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

6.             Segment information (Continued)

 

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

 

 

Agricultural business

(I)

 

Urban properties and investments business

(II)

 

Total

Revenues

780,235

 

596,258

 

1,376,493

Costs

(927,451)

 

(154,972)

 

(1,082,423)

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

274,650

 

-

 

274,650

Changes in the net realizable value of agricultural produce after harvest

(22,021)

 

-

 

(22,021)

Gross Profit

105,413

 

441,286

 

546,699

Gain from disposal of investment properties

-

 

316,767

 

316,767

Gain from disposal of farmlands

20,957

 

-

 

20,957

General and administrative expenses

(60,836)

 

(80,287)

 

(141,123)

Selling expenses

(87,461)

 

(38,052)

 

(125,513)

Other operating results, net

(2,239)

 

2,948

 

709

(Loss) Profit from operations

(24,166)

 

642,662

 

618,496

Share of profit of associates and joint ventures

(1,160)

 

(117,236)

 

(118,396)

Segment (Loss) Profit

(25,326)

 

525,426

 

500,100

 

 

 

 

 

 

Investment properties

213,881

 

3,558,491

 

3,772,372

Property, plant and equipment

2,112,418

 

243,605

 

2,356,023

Trading properties

-

 

137,276

 

137,276

Goodwill

9,792

 

24,784

 

34,576

Rights to receive future units under barter agreements

-

 

85,077

 

85,077

Biological assets

554,047

 

-

 

554,047

Inventories

411,015

 

18,429

 

429,444

Investments in associates

31,352

 

2,166,887

 

2,198,239

Total segment assets

3,332,505

 

6,234,549

 

9,567,054

 

 

 

21


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.             Segment information (Continued)

 

(I)      Agriculture line of business:

 

The following tables present the reportable segments of the agriculture line of business of the Group:

 

 

September 30, 2015

 

Agriculture

 

 

 

 

 

Crops

Cattle

Dairy

Sugarcane

Agricultural Rental and services

Agricultural

Subtotal

Land

transformation

and Sales

Agro-industrial

Other

segments

Total Agricultural business

Revenues

270,455

58,023

17,503

101,649

11,621

459,251

-

189,910

30,739

679,900

Costs

(308,020)

(78,670)

(33,610)

(143,166)

(4,782)

(568,248)

(2,392)

(180,859)

(26,749)

(778,248)

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

97,669

28,243

16,006

51,451

-

193,369

-

-

-

193,369

Changes in the net realizable value of agricultural produce

after harvest

(8,933)

-

-

-

-

(8,933)

-

-

-

(8,933)

Gross Profit / (Loss)

51,171

7,596

(101)

9,934

6,839

75,439

(2,392)

9,051

3,990

86,088

General and administrative expenses

(36,682)

(8,964)

(1,710)

(6,578)

(926)

(54,860)

(337)

(6,206)

(2,552)

(63,955)

Selling expenses

(62,829)

(6,070)

(841)

(2,746)

(287)

(72,773)

(31)

(15,312)

(4,136)

(92,252)

Other operating results, net

21,680

(414)

(108)

(74)

(32)

21,052

(21)

349

1,977

23,357

(Loss) / Profit from Operations

(26,660)

(7,852)

(2,760)

536

5,594

(31,142)

(2,781)

(12,118)

(721)

(46,762)

Share of profit / (loss) of associates

(95)

-

-

-

-

(95)

-

-

(459)

(554)

Segment (Loss) / Profit

(26,755)

(7,852)

(2,760)

536

5,594

(31,237)

(2,781)

(12,118)

(1,180)

(47,316)

 

 

 

 

 

 

 

 

 

 

 

Investment properties

355,552

22,695

-

-

63,760

442,007

-

-

-

442,007

Property, plant and equipment

934,349

156,336

21,856

330,416

780

1,443,737

52,892

17,796

54,800

1,569,225

Goodwill

3,837

-

-

2,436

-

6,273

-

-

643

6,916

Biological assets

82,102

358,714

39,030

59,822

-

539,668

-

-

-

539,668

Inventories

259,545

57,228

965

3,622

-

321,360

-

23,701

108,875

453,936

Investments in associates

28,012

19

-

-

-

28,031

-

-

2,154

30,185

Total segment assets

1,663,397

594,992

61,851

396,296

64,540

2,781,076

52,892

41,497

166,472

3,041,937

 

 

 

22


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.            Segment information (Continued)

 

 

September 30, 2014

 

Agricultural

 

 

 

 

 

Crops

Cattle

Dairy

Sugarcane

Agricultural Rental and services

Agricultural

Subtotal

Land

transformation

and Sales

Agro-industrial

Other

segments

Total Agricultural business

Revenues

330,404

62,348

17,467

100,181

14,136

524,536

-

215,927

39,772

780,235

Costs

(437,918)

(82,743)

(32,836)

(151,158)

(5,210)

(709,865)

(2,666)

(188,820)

(26,100)

(927,451)

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

161,055

29,177

17,211

67,207

-

274,650

-

-

-

274,650

Changes in the net realizable value of agricultural produce

after harvest

(22,022)

1

-

-

-

(22,021)

-

-

-

(22,021)

Gross Profit / (Loss)

31,519

8,783

1,842

16,230

8,926

67,300

(2,666)

27,107

13,672

105,413

Gain from disposal of farmlands

-

-

-

-

-

-

20,957

-

-

20,957

General and administrative expenses

(38,854)

(5,906)

(1,121)

(5,347)

(487)

(51,715)

(522)

(5,846)

(2,753)

(60,836)

Selling expenses

(50,620)

(7,216)

(692)

(4,879)

(194)

(63,601)

(1,353)

(19,368)

(3,139)

(87,461)

Other operating results, net

2,608

(2,087)

(420)

35

(182)

(46)

(4,393)

73

2,127

(2,239)

(Loss) / Profit from Operations

(55,347)

(6,426)

(391)

6,039

8,063

(48,062)

12,023

1,966

9,907

(24,166)

Share of loss of associates

(1,018)

(1)

-

-

-

(1,019)

-

-

(141)

(1,160)

Segment (Loss) / Profit

(56,365)

(6,427)

(391)

6,039

8,063

(49,081)

12,023

1,966

9,766

(25,326)

 

 

 

 

 

 

 

 

 

 

 

Investment properties

164,417

10,495

-

-

38,969

213,881

-

-

-

213,881

Property, plant and equipment

1,454,877

140,130

20,404

377,382

1,064

1,993,857

54,893

17,158

46,510

2,112,418

Goodwill

6,317

-

-

2,832

-

9,149

-

-

643

9,792

Biological assets

110,240

293,066

37,567

113,174

-

554,047

-

-

-

554,047

Inventories

224,474

62,008

705

2,182

-

289,369

-

29,084

92,562

411,015

Investments in associates

28,666

19

-

-

-

28,685

-

-

2,667

31,352

Total segment assets

1,988,991

505,718

58,676

495,570

40,033

3,088,988

54,893

46,242

142,382

3,332,505

 

 

 

23


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.            Segment information (Continued)

 

(II)           Urban properties line of business and investments

 

            The following tables present the reportable segments of the Urban Properties and Investments line of business of the Group:

 

 

September 30, 2015

 

Shopping Center Properties

 

Offices

 

Sales and developments

 

Hotels

 

International

 

Financial operations

and others

 

Total Urban Properties and Investment business

Revenues

532,779

 

75,149

 

2,291

 

110,769

 

-

 

28

 

721,016

Costs

(79,250)

 

(14,154)

 

(5,406)

 

(81,760)

 

-

 

(185)

 

(180,755)

Gross Profit / (Loss)

453,529

 

60,995

 

(3,115)

 

29,009

 

-

 

(157)

 

540,261

Gain from disposal of investment properties

-

 

-

 

383,585

 

-

 

-

 

-

 

383,585

General and administrative expenses

(37,399)

 

(12,000)

 

(28,503)

 

(21,603)

 

(32,849)

 

-

 

(132,354)

Selling expenses

(31,813)

 

(4,542)

 

(4,855)

 

(14,106)

 

-

 

(123)

 

(55,439)

Other operating results, net

(6,554)

 

(1,275)

 

(3,581)

 

(358)

 

(644)

 

(520)

 

(12,932)

Profit / (Loss) from Operations

377,763

 

43,178

 

343,531

 

(7,058)

 

(33,493)

 

(800)

 

723,121

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

-

 

(1,395)

 

3,126

 

-

 

(562,760)

 

67,924

 

(493,105)

Segment Profit / (Loss)

377,763

 

41,783

 

346,657

 

(7,058)

 

(596,253)

 

67,124

 

230,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment properties

2,353,183

 

955,014

 

184,271

 

-

 

-

 

6,699

 

3,499,167

Property, plant and equipment

48,570

 

30,556

 

1,384

 

174,205

 

1,267

 

-

 

255,982

Trading properties

1,484

 

-

 

128,728

 

-

 

-

 

-

 

130,212

Goodwill

13,719

 

6,180

 

4,541

 

-

 

-

 

-

 

24,440

Rights to receive future units under barter agreements

-

 

-

 

90,486

 

-

 

-

 

-

 

90,486

Inventories

15,537

 

-

 

493

 

7,011

 

-

 

-

 

23,041

Investments in associates and joint ventures

-

 

19,353

 

59,680

 

-

 

1,038,502

 

1,482,902

 

2,600,437

Total segment assets

2,432,493

 

1,011,103

 

469,583

 

181,216

 

1,039,769

 

1,489,601

 

6,623,765

 

 

 

24


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.            Segment information (Continued)

 

 

September 30, 2014

 

Shopping Center Properties

 

Offices

 

Sales and developments

 

Hotels

 

International

 

Financial operations

and others

 

Total Urban Properties and Investment business

Revenues

387,675

 

81,024

 

4,804

 

96,827

 

25,873

 

55

 

596,258

Costs

(66,592)

 

(10,968)

 

(3,576)

 

(66,488)

 

(7,121)

 

(227)

 

(154,972)

Gross Profit / (Loss)

321,083

 

70,056

 

1,228

 

30,339

 

18,752

 

(172)

 

441,286

Gain from disposal of investment properties

-

 

-

 

316,767

 

-

 

-

 

-

 

316,767

General and administrative expenses

(25,938)

 

(11,289)

 

(10,070)

 

(17,289)

 

(15,701)

 

-

 

(80,287)

Selling expenses

(18,939)

 

(3,981)

 

(1,922)

 

(13,092)

 

-

 

(118)

 

(38,052)

Other operating results, net

(2,874)

 

(1,397)

 

(756)

 

(335)

 

(249)

 

8,559

 

2,948

Profit / (Loss) from Operations

273,332

 

53,389

 

305,247

 

(377)

 

2,802

 

8,269

 

642,662

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

-

 

4,619

 

1,296

 

345

 

(183,674)

 

60,178

 

(117,236)

Segment Profit / (Loss)

273,332

 

58,008

 

306,543

 

(32)

 

(180,872)

 

68,447

 

525,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment properties

2,270,452

 

847,481

 

433,249

 

-

 

-

 

7,309

 

3,558,491

Property, plant and equipment

26,836

 

36,327

 

3,840

 

175,149

 

1,453

 

-

 

243,605

Trading properties

1,484

 

-

 

135,792

 

-

 

-

 

-

 

137,276

Goodwill

8,582

 

11,661

 

4,541

 

-

 

-

 

-

 

24,784

Rights to receive future units under barter agreements

9,264

 

-

 

75,813

 

-

 

-

 

-

 

85,077

Inventories

12,100

 

-

 

618

 

5,711

 

-

 

-

 

18,429

Investments in associates and joint ventures

-

 

27,868

 

39,585

 

22,474

 

763,443

 

1,313,517

 

2,166,887

Total segment assets

2,328,718

 

923,337

 

693,438

 

203,334

 

764,896

 

1,320,826

 

6,234,549

 

 

 

 

25


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.            Segment information (Continued)

 

The following tables present a reconciliation between the profit / (loss) from operations as per the segment information and the results of operations as per the income statements. The adjustments relate to the presentation of the results of operations of joint ventures accounted for under the equity method under IFRS.

 

 

 

September 30, 2015

 

Total segment information

 

Adjustment for share of profit / (loss) of joint ventures

 

Adjustment to

income for elimination of

inter-segment transactions

 

Expenses and collective promotion funds

 

Total

Income statements

Revenues

1,400,916

 

(11,443)

 

(20,286)

 

255,174

 

1,624,361

Costs

(959,003)

 

11,960

 

11,559

 

(259,107)

 

(1,194,591)

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

193,369

 

(4,461)

 

7,717

 

-

 

196,625

Changes in the net realizable value of agricultural produce after harvest

(8,933)

 

-

 

-

 

-

 

(8,933)

Gross Profit / (Loss)

626,349

 

(3,944)

 

(1,010)

 

(3,933)

 

617,462

Gain from disposal of investment properties

383,585

 

-

 

-

 

-

 

383,585

General and administrative expenses

(196,309)

 

874

 

977

 

-

 

(194,458)

Selling expenses

(147,691)

 

909

 

266

 

-

 

(146,516)

Other operating results, net

10,425

 

517

 

(233)

 

-

 

10,709

Profit / (Loss) from operations before share of profit / (loss) of associates and joint ventures

676,359

 

(1,644)

 

-

 

(3,933)

 

670,782

Share of loss of associates and joint ventures

(493,659)

 

(3,010)

 

-

 

-

 

(496,669)

Profit / (Loss) from Operations before Financing and Taxation

182,700

 

(4,654)

 

-

 

(3,933)

 

174,113

 

 

26


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.            Segment information (Continued)

 

 

September 30, 2014

 

Total segment information

 

Adjustment for share of profit / (loss) of

joint ventures

 

Adjustment to

income for elimination of

inter-segment transactions

 

Expenses and collective promotion funds

 

Total

Income statements

Revenues

1,376,493

 

(10,557)

 

(43,874)

 

201,422

 

1,523,484

Costs

(1,082,423)

 

9,870

 

33,630

 

(204,300)

 

(1,243,223)

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

274,650

 

(1,765)

 

9,342

 

-

 

282,227

Changes in net realizable value of agricultural produce after harvest

(22,021)

 

-

 

-

 

-

 

(22,021)

Gross Profit / (Loss)

546,699

 

(2,452)

 

(902)

 

(2,878)

 

540,467

Gain from disposal of investment properties

316,767

 

-

 

-

 

-

 

316,767

Gain from disposal of farmlands

20,957

 

(20,957)

 

-

 

-

 

-

General and administrative expenses

(141,123)

 

1,102

 

670

 

-

 

(139,351)

Selling expenses

(125,513)

 

2,521

 

438

 

-

 

(122,554)

Other operating results, net

709

 

461

 

(206)

 

-

 

964

Profit / (Loss) from operations before share of profit / (loss) of associates and joint ventures

618,496

 

(19,325)

 

-

 

(2,878)

 

596,293

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

(118,396)

 

15,668

 

-

 

-

 

(102,728)

Profit / (Loss) from Operations before Financing and Taxation

500,100

 

(3,657)

 

-

 

(2,878)

 

493,565

 

The following tables present a reconciliation between total segment assets as per segment information 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.

 

 

September 30,

2015

 

September 30,

2014

Total Assets per segment based on Segment Information

9,665,702

 

9,567,054

Less:

 

 

 

Proportionate share in reportable assets per segment of joint ventures (*)

(530,276)

 

(325,559)

Plus:

 

 

 

Investments in joint ventures (**)

361,521

 

335,711

Other non-reportable assets

6,240,121

 

5,569,190

Total Consolidated Assets as per Statement of financial position

15,737,068

 

15,146,396

 

 

27


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.            Segment information (Continued)

 

(*)  Below is a detail of the proportionate share in assets by segment of joint ventures included in the information reported by segment.

 

 

 

September 30,

2015

 

September 30,

2014

Investment properties

505,475

 

299,421

Property, plant and equipment

(1,608)

 

1,994

Trading properties

2,500

 

5,889

Goodwill

5,223

 

5,221

Biological assets

9,214

 

6,726

Inventories

9,472

 

6,308

Total proportionate share in assets per segment of joint ventures.

530,276

 

325,559

 

(**) Represents the equity-accounted amount of those joint ventures, which were proportionate-consolidated for segment information purposes

 

7.            Information about principal subsidiaries

 

The Group conducts its business through several operating and holding subsidiaries. See breakdown of Group, their percentage of ownership interest, materiality criteria and other relevant information on the Group’s subsidiaries in Note 2.3. a) of the Consolidated Financial Statements as of June 30, 2015 and 2014.

 

Set out below is the summarized financial information for each subsidiary that has non-controlling interests that are material to the Group:

 

Summarized statements of financial position

 

 

IRSA

 

Brasilagro

 

09.30.15

06.30.15

 

09.30.15

06.30.15

Assets

 

 

 

 

 

Non-current assets

7,955,390

8,346,656

 

1,371,783

1,667,179

Current assets

2,694,316

1,896,817

 

1,004,321

1,315,092

Total Assets

10,649,706

10,243,473

 

2,376,104

2,982,271

Liabilities

 

 

 

 

 

Non-current liabilities

5,374,655

4,682,406

 

135,689

195,469

Current liabilities

2,693,721

2,689,901

 

300,315

583,132

Total Liabilities

8,068,376

7,372,307

 

436,004

778,601

Net assets

2,581,330

2,871,166

 

1,940,100

2,203,670

 

28


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

7.            Information about principal subsidiaries  (Continued)

 

Summarized income statements and statements of comprehensive income

 

 

IRSA

 

Brasilagro

 

09.30.15

09.30.14

 

09.30.15

09.30.14

Revenues

968,490

790,069

 

161,511

185,037

(Loss) / Profit before income tax

(203,698)

312,130

 

174,393

12,863

Income tax expense

(112,269)

(176,331)

 

(57,730)

(7,090)

Profit for the period

(315,967)

135,799

 

116,663

5,773

Other comprehensive income

35,873

45,063

 

65,833

26,853

Total other comprehensive (loss) / income

(280,094)

180,862

 

182,496

32,626

Profit / (Loss) attributable to non-controlling interest

(39,612)

140,948

 

-

-

 

Summarized cash flows

 

 

IRSA

 

Brasilagro

 

09.30.15

09.30.14

 

09.30.15

09.30.14

Cash flow from operating activities

 

 

 

 

 

Net cash generated from operating activities

368,664

252,094

 

6,279

3,692

Cash flow from investing activities

 

 

 

 

 

Net cash (used in) generated from investing activities

(282,278)

1,068,630

 

329,546

(104,814)

Cash flow from financing activities

 

 

 

 

 

Net cash generated from (used in) financing activities

219,604

(711,352)

 

(210,810)

(111,210)

Net increase (decrease) in cash and cash equivalents

305,990

609,372

 

125,015

(212,332)

Cash and cash equivalents at beginning of period

375,180

609,907

 

221,567

320,349

Foreign exchange gain / (loss) on cash and cash equivalents

17,046

26,217

 

(51,786)

(9,270)

Cash and cash equivalents at end of period

698,216

1,245,496

 

294,796

98,747

 

The information above is the corresponding to balances and transactions before inter-company eliminations.

 

8.            Interests in joint ventures

 

As of September 30, 2015 and June 30, 2015 the joint ventures of the Group are Cresca S.A., Cyrsa S.A., Puerto Retiro S.A., Baicom Networks S.A., Quality Invest S.A., Nuevo Puerto Santa Fe S.A. ("NPSF"), Entretenimiento Universal S.A. and Entertainment Holdings S.A. ("EHSA"). The shares in these joint ventures are not publicly traded.

 

 

29


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

8.            Interests in joint ventures (Continued)

 

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

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

378,419

 

395,243

Capital contribution

-

 

95,449

Capital reduction (ii)

-

 

(110,860)

Cash dividends (i)

-

 

(33,614)

Share of (loss) / profit

(4,179)

 

5,356

Currency translation adjustment

6,228

 

26,845

End of the period / year

380,468

 

378,419

 

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

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

 

Restrictions, commitments and other matters in respect of joint ventures

 

According to Argentine law, 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’s joint ventures have not reached the legal capped amounts.

 

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

 

Quality Invest S.A.

 

In March 2011, Quality purchased an industrial plant owned by Nobleza Piccardo S.A.I.C.y F. (“Nobleza”), a major tobacco company in Argentina. The industrial plant is located in San Martin, Province of Buenos Aires, and is suitable for redevelopment into multiple uses. The purchase price was US$ 33.0 million. As part of the agreement, Nobleza requested the plant to be leased back to it for a maximum period of three years thus allowing it enough time to gradually moving its operations to the new site. On March 2, 2015, an Agreement Letter has been signed for the completion of lease agreement and restitution of San Martín plant. In April 2011, Quality requested the CNDC, to issue an advisory opinion on the obligation to notify the operation or not. Subsequently, the Court of Appeals confirmed the CNDC's decision regarding the obligation to notify and, therefore, on February 23, 2012, form F1 was filed, which is being processed as of the date of these financial statements are issued.

 

30


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

8.            Interests in joint ventures (Continued)

 

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

 

Entertainment Holdings S.A.

 

During November 2012, IRSA Commercial Properties acquired shares of common stock, representing 50% of EHSA’s capital stock and votes and as a consequence IRSA Propiedades Comerciales holds a jointly indirect interest in LRSA of 25% which operates the fairground Predio Ferial de Buenos Aires.

 

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

 

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

 

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

 

On June 1, 2015, a ruling was issued in case 4573/2012 SOCIEDAD RURAL ARGENTINA vs. NATIONAL STATE – EXECUTIVE POWER ON DECLARATORY ACTION, whereby the injunction staying the effects of Executive Order 2552/12 was lifted.

 

 

31


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

8.            Interests in joint ventures (Continued)

 

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

 

On September 17, 2015 DIVISION II rejected the motion to lift the injunction, which decision was challenged by the National State by way of an Extraordinary Resource.

 

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

 

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

 

Puerto Retiro S.A. (“Puerto Retiro”)

 

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

 

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

 

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

 

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

 

 

32


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

8.            Interests in joint ventures (Continued)

 

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

 

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

 

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

 

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

 

9.            Interests in associates

 

As of June 30, 2015, the associates of the Group were Agro-Uranga S.A., Agromanagers S.A., New Lipstick LLC, BHSA, IDBD, Tarshop S.A., Manibil S.A., Lipstick Management LLC and Banco de Crédito y Securitización S.A. ("BACS").

 

As of September 30, 2015, the associates of the Group were Agro-Uranga S.A., Agromanagers S.A., Agrofy S.A., New Lipstick LLC, BHSA, IDBD, Tarshop S.A., Manibil S.A., Lipstick Management LLC and Banco de Crédito y Securitización S.A. ("BACS").

 

 

33


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

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

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

2,652,938

 

1,803,114

Acquisition of associates

-

 

1,254,306

Capital contribution

34,374

 

30,937

Share of profit / (loss)

65,433

 

(29,329)

Currency translation adjustment

34,788

 

87,476

Cash dividends (i)

(2,422)

 

(17,597)

Disposal of associates

-

 

(33,768)

Reclassification to financial instruments (Note 4)

-

 

(30,089)

Unrealized gain from investments at fair value

(557,923)

 

(412,112)

End of the period / year (ii)

2,227,188

 

2,652,938

 

(i)    During the three-month period ended September 30, 2015, the Group cashed dividends from Agro-Uranga S.A. in the amount of Ps. 0.5 million. During the year 2015, the Group cash dividends from Agro-Uranga S.A. and BHSA in the amount of Ps. 4.7 million and Ps. 12.9 million, respectively.

(ii)   Includes a balance of Ps. (384,488) and Ps. (362,931) reflecting interests in companies with negative equity as of September 30, 2015 and June 30, 2015, respectively, which are reclassified to “Provisions” (see note 24).

 

Restrictions, commitments and other matters related to associates

 

According to Argentine law, 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’s associates under this law have not reached the legal limits of this reserve.

 

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

 

Tarshop S.A.

 

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

 

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

 

 

34


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

Non-competition agreement for the sale of the equity interest

 

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

 

New Lipstick

 

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

 

Rigby 183 LLC

 

During fiscal year 2015 Rigby has received notification from the State of New York in relation to the tax on the transfer of real property associated to the sale of shareholdings between shareholders in 2012. The amount claimed amounted to US$ 0.5 million. In September 2015, the State of New York notified the ruling in favor of Rigby, thereby dismissing the claim made.

 

IDBD

 

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

 

35


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

Moreover, as part of the Arrangement, Dolphin and ETH promised jointly and severally to make Tender Offers for the purchase of IDBD’s shares for a total amount of NIS 512.09 million (equivalent to approximately US$ 128 million at the exchange rate prevailing as of September 30, 2015), as follows: (i) by December 31, 2015 at least NIS 249.8 million for a price per share of NIS 7.798 (value as of September 30, 2015, subject to adjustment) and (ii) by December 31, 2016, for at least NIS 512.09 million, less the offer made in 2015, for a price per share of NIS 8.188 (value as of September 30, 2015, subject to adjustment). As security for the performance of the tender offers, a total of 34,130,119 shares in IDBD were pledged as of September 30, 2015. In addition, as of September 30, 2015, 49,695,135 shares, 23,950,072 Series 4 warrants, 22,752,569 Series 5 warrants and 20,357,561 Series 6 warrants of IDBD held by Dolphin were deposited in escrow as pledge collateral, and are expected to be soon transferred to an account not subject to pledge. As of the date of issuance of these financial statements, the Tender Offer has not been consummated.

 

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

 

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

 

 

36


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

Furthermore, as established in Note 3, Dolphin agreed to (i) exercise Series 4 of Warrants for a total amount of NIS 150 million, provided it is so requested by the Board of IDBD within 6 to 12 months of the Rights Offering date, and (ii) exercise the remaining warrants of Series 4, and Series 5 and 6 received as part of the Rights Offering, if two conditions are simultaneously met, to wit: (a) that IDBD and its lenders reach an agreement to amend some covenants, and (b) that the Commissioner of Capital Markets, Insurance and Savings of Israel approves control over Clal.

 

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

 

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

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

 

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

 

37


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

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

 

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

 

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

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

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

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

 

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

 

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

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

 

 

38


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

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

 

-         In turn, Dolphin proposes the following to IDBD:

 

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

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

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

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

 

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

 

39


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

40


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Interests in associates (Continued)

 

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

 

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

 

On September 29, 2015 the Arrangement Trustees submitted a petition to the competent court for it to issue a temporary order prohibiting Dolphin, IFISA and others to carry out any transactions with IDBD’s shares until the court decided on the petition made by the Arrangement Trustees. See Note 41 for further information.

 

41


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

10.          Investment properties

 

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

 

 

Shopping Center Properties

 

Office buildings and other rental properties portfolio

 

Undeveloped parcels of land

 

Leased out

farmland

 

Properties

under development (ii)

 

Total

Year ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

1,791,947

 

825,858

 

421,520

 

51,434

 

363,857

 

3,454,616

Additions

60,361

 

5,893

 

1,569

 

8,354

 

173,500

 

249,677

Reclassification to available for sale

(3,107)

 

-

 

-

 

-

 

-

 

(3,107)

Reclassification to property, plant and equipment

(140)

 

(8,305)

 

-

 

(11,732)

 

(8,779)

 

(28,956)

Reclassification of property, plant and equipment

-

 

20,224

 

-

 

40,521

 

-

 

60,745

Capitalized borrowing costs

-

 

-

 

-

 

-

 

12,957

 

12,957

Disposals

(114)

 

(102,599)

 

(3,251)

 

(192)

 

(2,077)

 

(108,233)

Depreciation charge (i)

(124,790)

 

(26,769)

 

-

 

(5,237)

 

-

 

(156,796)

Currency translation adjustment

-

 

-

 

-

 

(5,944)

 

-

 

(5,944)

Transfers

491,047

 

23,080

 

25,331

 

-

 

(539,458)

 

-

Closing net book amount

2,215,204

 

737,382

 

445,169

 

77,204

 

-

 

3,474,959

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Cost

3,736,761

 

1,028,507

 

445,169

 

77,204

 

-

 

5,287,641

Accumulated depreciation

(1,521,557)

 

(291,125)

 

-

 

-

 

-

 

(1,812,682)

Net book amount

2,215,204

 

737,382

 

445,169

 

77,204

 

-

 

3,474,959

Period ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

2,215,204

 

737,382

 

445,169

 

77,204

 

-

 

3,474,959

Additions

45,968

 

811

 

-

 

147

 

-

 

46,926

Reclassification of property, plant and equipment

-

 

4,317

 

-

 

(238)

 

-

 

4,079

Disposals

-

 

(26,439)

 

(3,558)

 

(849)

 

-

 

(30,846)

Depreciation charge (i)

(36,621)

 

(10,296)

 

-

 

(136)

 

-

 

(47,053)

Currency translation adjustment

-

 

-

 

-

 

(12,366)

 

-

 

(12,366)

Closing net book amount

2,224,551

 

705,775

 

441,611

 

63,762

 

-

 

3,435,699

At September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Cost

3,754,784

 

989,022

 

441,611

 

63,762

 

-

 

5,249,179

Accumulated depreciation

(1,530,233)

 

(283,247)

 

-

 

-

 

-

 

(1,813,480)

Net book amount

2,224,551

 

705,775

 

441,611

 

63,762

 

-

 

3,435,699

 

(i)    Depreciation charge of investment property has been charged in “Costs” in the income statements (Note 30).

(ii)   Includes transfers due to the inauguration of Alto Comahue and Distrito Arcos Shopping Centers.

 

42


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

10.          Investment properties (Continued)

 

The following amounts have been recognized in the income statements:

 

 

September 30,

2015

 

September 30,

2014

Rental and service income

856,374

 

689,599

Direct operating expenses

348,896

 

286,255

Development expenses

1,910

 

563

Gain from disposal of investment properties

383,585

 

316,767

 

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

 

Arcos del Gourmet

 

Injunction order:

 

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

 

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

 

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

 

Concession Status:

 

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

 

43


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

10.          Investment properties (Continued)

 

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

 

It should further be pointed out that such measure:

 

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

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

 

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

 

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

 

44


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

11.       Property, plant and equipment

 

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

 

 

Owner occupied farmland

 

Hotel buildings and facilities

 

Other buildings and facilities

 

Furniture and fixtures

 

Machinery

and equipment

 

Vehicles

 

Total

Year ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

2,057,194

 

175,745

 

66,744

 

10,838

 

65,185

 

6,250

 

2,381,956

Currency translation adjustment

(223,146)

 

-

 

(6,364)

 

(449)

 

(7,082)

 

80

 

(236,961)

Additions

153,336

 

14,737

 

14,892

 

3,442

 

28,980

 

7,572

 

222,959

Reclassifications of investment properties

11,732

 

-

 

8,305

 

3,618

 

5,301

 

-

 

28,956

Reclassifications to investment properties

(50,341)

 

-

 

(10,404)

 

-

 

-

 

-

 

(60,745)

Disposals

(255,345)

 

(3,508)

 

(2,125)

 

(775)

 

(2,779)

 

(407)

 

(264,939)

Depreciation charge (i)

(53,606)

 

(15,097)

 

(3,751)

 

(2,220)

 

(16,596)

 

(2,761)

 

(94,031)

Closing net book amount

1,639,824

 

171,877

 

67,297

 

14,454

 

73,009

 

10,734

 

1,977,195

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

1,832,645

 

414,310

 

146,297

 

30,753

 

213,231

 

19,563

 

2,656,799

Accumulated depreciation

(192,821)

 

(242,433)

 

(79,000)

 

(16,299)

 

(140,222)

 

(8,829)

 

(679,604)

Net book amount

1,639,824

 

171,877

 

67,297

 

14,454

 

73,009

 

10,734

 

1,977,195

Period ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

1,639,824

 

171,877

 

67,297

 

14,454

 

73,009

 

10,734

 

1,977,195

Currency translation adjustment

(139,102)

 

-

 

(1,231)

 

(264)

 

(4,327)

 

335

 

(144,589)

Additions

10,689

 

2,456

 

92

 

556

 

6,537

 

-

 

20,330

Reclassifications to investment properties

238

 

-

 

(4,317)

 

-

 

-

 

-

 

(4,079)

Disposals

(47)

 

-

 

(8)

 

-

 

(31)

 

(110)

 

(196)

Depreciation charge (i)

(10,817)

 

(3,636)

 

(959)

 

(611)

 

(5,027)

 

(796)

 

(21,846)

Closing net book amount

1,500,785

 

170,697

 

60,874

 

14,135

 

70,161

 

10,163

 

1,826,815

As of September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

1,911,187

 

414,755

 

131,968

 

29,681

 

188,446

 

19,623

 

2,695,660

Accumulated depreciation

(410,402)

 

(244,058)

 

(71,094)

 

(15,546)

 

(118,285)

 

(9,460)

 

(868,845)

Net book amount

1,500,785

 

170,697

 

60,874

 

14,135

 

70,161

 

10,163

 

1,826,815

 

(i)       For the three-month period ended as of September 30, 2015, the depreciation charges of property, plant and equipment were included as follows: Ps. 1,681 under the line item “General and administrative expenses”, Ps. 152 under the line item “Selling expenses” and Ps. 21,264 under the line item “Cost” in the income statements. For the fiscal year ended June 30, 2015, depreciation charges were included under the line item “Costs” for an amount of Ps. 87,139, "General and administrative expenses" for an amount of Ps. 5,663 and “Selling expenses” for an amount of Ps. 1,229, in the income statements.

 

 

45


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

12.          Trading properties

 

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

 

 

Completed properties

 

Properties under development

 

Undeveloped sites

 

Total

At June 30, 2014

6,731

 

119,188

 

11,232

 

137,151

Additions

-

 

1,066

 

-

 

1,066

Currency translation adjustments

-

 

(6,124)

 

-

 

(6,124)

Reclassifications investment properties

-

 

-

 

3,107

 

3,107

Disposals

(2,246)

 

-

 

-

 

(2,246)

At June 30, 2015

4,485

 

114,130

 

14,339

 

132,954

Additions

-

 

103

 

-

 

103

Currency translation adjustments

-

 

(3,945)

 

-

 

(3,945)

Disposals

(1,400)

 

-

 

-

 

(1,400)

At September 30, 2015

3,085

 

110,288

 

14,339

 

127,712

 

 

46


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

13.       Intangible assets

 

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

 

 

Goodwill

 

Computer software

 

Rights of use

 

Units to be

received (ii)

 

Others

 

Total

Year ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

29,977

 

9,760

 

39,187

 

85,077

 

11,006

 

175,007

Currency translation adjustment

(2,022)

 

(1,565)

 

-

 

-

 

-

 

(3,587)

Additions

-

 

6,391

 

-

 

5,409

 

-

 

11,800

Disposals

(343)

 

(119)

 

-

 

-

 

-

 

(462)

Amortization charge (i)

-

 

(4,625)

 

(1,224)

 

-

 

(1,146)

 

(6,995)

Closing net book amount

27,612

 

9,842

 

37,963

 

90,486

 

9,860

 

175,763

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Cost

27,612

 

41,387

 

40,692

 

90,486

 

11,862

 

212,039

Accumulated amortization

-

 

(31,545)

 

(2,729)

 

-

 

(2,002)

 

(36,276)

Net book amount

27,612

 

9,842

 

37,963

 

90,486

 

9,860

 

175,763

Period ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

27,612

 

9,842

 

37,963

 

90,486

 

9,860

 

175,763

Currency translation adjustments

(1,479)

 

(1,086)

 

-

 

-

 

-

 

(2,565)

Additions

-

 

1,172

 

-

 

-

 

-

 

1,172

Disposals

-

 

(1,233)

 

-

 

-

 

-

 

(1,233)

Amortization charge (i)

-

 

(635)

 

(423)

 

-

 

(549)

 

(1,607)

Closing net book amount

26,133

 

8,060

 

37,540

 

90,486

 

9,311

 

171,530

At September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Cost

26,133

 

27,512

 

40,692

 

90,486

 

11,861

 

196,684

Accumulated amortization

-

 

(19,452)

 

(3,152)

 

-

 

(2,550)

 

(25,154)

Net book amount

26,133

 

8,060

 

37,540

 

90,486

 

9,311

 

171,530

 

(i)   Amortization charges are included in “General and administrative expenses” in the Income statements. (Note 30). There is no impairment charges for any of the periods presented. 

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

 

 

47


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

14.          Biological assets

 

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

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

578,877

 

640,683

Purchases

838

 

14,970

Initial recognition and changes in the fair value of biological assets

193,724

 

1,235,377

Decrease due to harvest

(178,747)

 

(1,157,598)

Decrease due to sales

(49,181)

 

(128,164)

Addition from lease agreement

-

 

22,474

Consume

(569)

 

(1,838)

Currency translation adjustment

(14,488)

 

(47,027)

End of the period / year

530,454

 

578,877

 

Biological assets as of September 30, 2015 and June 30, 2015 were as follows:

 

 

Classification

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

Cattle for dairy production

Production

 

39,024

 

40,478

Breeding cattle

Production

 

306,482

 

293,709

Sugarcane fields

Production

 

59,822

 

113,122

Other cattle

Production

 

6,130

 

6,175

Others biological assets

Production

 

5,187

 

5,395

Non-current biological assets

 

 

416,645

 

458,879

Current

 

 

 

 

 

Cattle for dairy production

Consumable

 

6

 

77

Cattle for sale

Consumable

 

34,435

 

64,845

Crops fields

Consumable

 

78,274

 

53,828

Other cattle

Consumable

 

1,094

 

1,248

Current biological assets

 

 

113,809

 

119,998

Total biological assets

 

 

530,454

 

578,877

 

The fair value less estimated point of sale costs of agricultural produce at the point of harvest amount to Ps. 193,008 and Ps. 1,218,242 for the period ended September 30, 2015 and for the year ended June 30, 2015, respectively.

 

48


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

14.          Biological assets (Continued)

 

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

 

 

September 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

39,030

 

-

 

39,030

Breeding cattle and cattle for sale

-

 

340,917

 

-

 

340,917

Sugarcane fields

-

 

-

 

59,822

 

59,822

Other cattle

-

 

7,224

 

-

 

7,224

Others biological assets

5,187

(i)

-

 

-

 

5,187

Crops fields

72,582

(i)

-

 

5,692

 

78,274

Total

77,769

 

387,171

 

65,514

 

530,454

 

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

40,555

 

-

 

40,555

Breeding cattle and cattle for sale

-

 

358,554

 

-

 

358,554

Sugarcane fields

-

 

-

 

113,122

 

113,122

Other cattle

-

 

7,423

 

-

 

7,423

Others biological assets

5,395

(i)

-

 

-

 

5,395

Crops fields

13,477

(i)

-

 

40,351

 

53,828

Total

18,872

 

406,532

 

153,473

 

578,877

 

(i)   Biological assets that has no significant growth, valued at cost, since it is considered that this value is similar to fair value.

 

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

 

 

Crops fields with significant biological growth

 

Sugarcane

At June 30, 2014

136,620

 

142,873

Initial recognition and changes in the fair value of biological assets

462,116

 

162,352

Harvest

(557,591)

 

(198,026)

Addition from lease agreement

-

 

22,474

Currency translation adjustment

(794)

 

(16,551)

At June 30, 2015

40,351

 

113,122

Initial recognition and changes in the fair value of biological assets

30,605

 

65,826

Harvest

(66,911)

 

(106,360)

Currency translation adjustment

1,647

 

(12,766)

At September 30, 2015

5,692

 

59,822

 

49


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

14.          Biological assets (Continued)

 

When no quoted prices in an active market are available, values are based on recognized valuation methods. The company uses a range of valuation models for the measurement of Level 2 and Level 3 biological assets. The following table presents models and main parameters:

 

Level 2

 

Description

 

Pricing model

 

Parameters

Cattle

 

Comparable market

 

Price per livestock head/kg and per category

 

Level 3

 

Description

 

Pricing model

 

Pricing method

 

Parameters

 

Range

Crops

 

Discounted cash flows

 

-

 

Yields – Operating cost –Selling expenses – Future of sale prices

 

Argentina:

Yields: 2 - 7.8 tn/ha

Future sale prices: 1,081 - 1,109 Ps./tn

Selling expenses: 448 - 699 Ps./tn

Operating cost: 1,069 - 2,015 Ps./ha

                 
               

Bolivia:

               

Yields: 2.27 - 5 tn/ha

               

Future of sale prices: 135 - 302 US$/tn

               

Selling expenses: 24.3 US$/tn

               

Operating cost: 135 – 137 US$/tn

                 

Sugarcane

 

Discounted cash flows

 

-

 

Yields – Operating cost –Selling expenses – Future of sale prices

Discount rate

 

Brazil:

               

Yields: 80.74 tn/ha

               

Future of sale prices: 71.31 Rs./tn

               

Operating cost: 57.37 Rs./tn

               

Bolivia:

               

Yields: 56 - 115 tn/ha

               

Future of sale prices: 23.03 – 19.76 US$/tn

               

Selling expenses: 4.5 US$/tn

               

Operating cost: 275 – 500 US$/tn

               

Discount rate: 11.47%

 

During the three-month period ended September 30, 2015 and the year ended June 30, 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.

 

50


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

14.          Biological assets (Continued)

 

See information on valuation processes used by the entity and on the sensitivity of fair value valuation to changes in material non-observable input data in Note 5.c. to the consolidated financial statements as of June 30, 2015 and 2014.

 

As of September 30, 2015 and June 30, 2015, the better and maximum use of biological assets shall not significantly differ from the current use.

 

15.          Inventories

 

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

 

 

September 30,

2015

 

June 30,

2015

Crops

185,872

 

269,861

Materials and inputs

197,307

 

154,492

Seeds and fodders

58,476

 

60,839

Hotel supplies

7,011

 

6,926

Beef

18,736

 

19,232

Others

103

 

-

Total inventories

467,505

 

511,350

 

As of September 30, 2015 and June 30, 2015 the cost of inventories recognized as expense amounted to Ps. 214,625 and Ps. 950,354, respectively and they have been included in “Costs” in the income statements.

 

16.          Financial instruments by category

 

Determining fair values

 

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

 

 

51


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.          Financial instruments by category (Continued)

 

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. A market is deemed active if transactions of assets or liabilities take place with sufficient frequency and in sufficient quantity. Since a quoted price in an active market is the most reliable indicator of fair value, this should always be used if available. The financial instruments the Group has allocated to this level mainly comprise equity investments, mutual funds, derivatives, securities and convertibles notes for which quoted prices in active markets are available. In the case of shares, the Group allocates them to this level when either a stock market price is available or prices are provided by a price quotation on the basis of actual market transactions.

 

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

 

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 uses the best available information for this, including internal company data. The Group has allocated to this level preferred shares and warrants of Condor, commitment to tender offer of shares in IDBD, the investment in the associate IDBD and other borrowings.

 

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

 

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

 

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

 

52


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

16.          Financial instruments by category (Continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

53


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.          Financial instruments by category (Continued)

 

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

 

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

 

Scenario 1:

 

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

 

Scenario 2:

 

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

 

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

 

Rate in NIS

8.09 %

IDBD Spot Price

NIS 2.16

Exchange rate US$ NIS

3.92

Exchange rate US$ Ps

9.42

Stock volatility

70.6 %

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

0.02 %

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

0.10 %

 

 

54


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.          Financial instruments by category (Continued)

 

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

 

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

 

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

 

 

September 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

- Investment in equity securities in TGLT

73,580

 

-

 

-

 

73,580

- Investment in equity securities in Avenida Inc. S.A.

106,118

 

-

 

-

 

106,118

- Other equity securities in public shares

15,859

 

-

 

-

 

15,859

- Corporate bonds

1,827

 

-

 

-

 

1,827

- Government bonds

293,397

 

-

 

-

 

293,397

- Mutual funds

690,274

 

-

 

-

 

690,274

- Shares of Condor Hospitality Trust Inc.

-

 

-

 

225,616

 

225,616

- Derivative financial instruments:

 

 

 

 

 

 

 

- Crops futures

7,955

 

-

 

-

 

7,955

- Commodities options

2,402

 

-

 

-

 

2,402

- Warrants of IDBD

358,485

 

-

 

-

 

358,485

- Warrants of DISI

1,107

 

-

 

-

 

1,107

Cash and cash equivalents

156,066

 

-

 

-

 

156,066

Investment in associates:

 

 

 

 

 

 

 

- IDBD

-

 

-

 

1,016,664

 

1,016,664

Total Assets

1,707,070

 

-

 

1,242,280

 

2,949,350

Liabilities

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

- Commitment to tender offer shares in IDBD

-

 

-

 

499,779

 

499,779

- Foreign-currency contracts

15,459

 

4,140

 

-

 

19,599

- Crops futures

5,255

 

-

 

-

 

5,255

- Commodities options

617

 

-

 

-

 

617

Borrowings:

 

 

 

 

 

 

 

- Other borrowings

-

 

-

 

16,939

 

16,939

Total Liabilities

21,331

 

4,140

 

516,718

 

542,189

 

55


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.          Financial instruments by category (Continued)

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

- Investment in equity securities in TGLT

71,573

 

-

 

-

 

71,573

- Investment in equity securities in Avenida Inc. S.A.

102,316

 

-

 

-

 

102,316

- Corporate bonds

1,789

 

-

 

-

 

1,789

- Government bonds

101,649

 

 

 

-

 

101,649

- Mutual funds

383,572

 

-

 

-

 

383,572

- Other equity securities in public companies

16,742

 

-

 

-

 

16,742

- Investment in equity securities of Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc. due to change of corporate name)

-

 

-

 

348,854

 

348,854

Derivative financial instruments:

 

 

 

 

 

 

 

- Warrants of Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc. due to change of corporate name)

-

 

-

 

7,151

 

7,151

- Crops futures

396

 

-

 

-

 

396

- Commodities options

1,195

 

-

 

-

 

1,195

- IDBD Warrants

228,414

 

-

 

-

 

228,414

Investment in associates:

 

 

 

 

 

 

 

- IDBD

1,528,687

 

-

 

-

 

1,528,687

Cash and cash equivalents

112,340

 

-

 

-

 

112,340

Total Assets

2,548,673

 

-

 

356,005

 

2,904,678

Liabilities

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

- Foreign-currency contracts

-

 

10,065

 

-

 

10,065

- Crops futures

11,477

 

-

 

-

 

11,477

- Commodities options

8,500

 

-

 

-

 

8,500

- Commitment to tender offer shares in IDBD

-

 

-

 

500,580

 

500,580

Borrowings

 

 

 

 

 

 

 

- Other borrowings

-

 

25,945

 

-

 

25,945

Total Liabilities

19,977

 

36,010

 

500,580

 

556,567

 

56


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.          Financial instruments by category (Continued)

 

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

 

 

Warrants of Condor Hospitality Trust Inc.

Shares

of Condor Hospitality Trust Inc.

Shares of IDBD

Other borrowings

Commitment to tender offer shares in IDBD

Total

Total at June 30, 2014

-

211,170

-

-

(320,847)

(109,677)

Currency translation adjustment

-

-

-

-

(45,151)

(45,151)

Total gain and losses for the year

7,151

137,684

-

-

(134,582)

10,253

Balance at June 30, 2015

7,151

348,854

-

-

(500,580)

(144,575)

Transfer to level 3

-

-

1,528,687

(25,945)

 

1,502,742

Currency translation adjustment

-

-

45,900

(773)

(18,049)

27,078

Total gain and losses for the period (i)

(7,151)

(123,238)

(557,923)

9,779

18,850

(659,683)

Balance at September 30, 2015

-

225,616

1,016,664

(16,939)

(499,779)

725,562

 

(i)   The gain / (loss) is not realized as of September 30, 2015 and is accounted for under “Other financial results” in the income statements (Note 33).

 

Upon initial recognition (January 2012), the consideration paid for the Shares and Warrants of Condor Hospitality Trust Inc. was assigned to both instruments based on the relative fair values of those instruments upon acquisition. The fair value of these instruments exceeded the transaction price and were determined using a valuation technique that uses inputs not observable in the market. As a result of the use of this technique, the Group has not recognized a gain at the time of initial recognition in the amount of US$ 7.9 million.

 

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

 

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

 

57


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.          Financial instruments by category (Continued)

 

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

 

Description

 

Pricing model

 

Pricing method

 

Parameters

 

Range

Derivative on tender offer of IDBD

 

Black-Scholes

 

Theoretical price

 

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

 

 

Underlying asset price

1.75 to 2.55

Share price volatility

60% to 80%

Market interest-rate

0.02% to 0.9%

Warrants of Condor

 

Black-Scholes

 

Theoretical price

 

Underlying asset price (market price) and share price volatility (historical) and market interest rate (Libor curve).

 

Underlying asset price

1.35 to 1.7

Share price volatility

55% to 75%

Money market interest-rate

0.5% to 0.7%

Interest-rate swaps

 

Cash flows

 

Theoretical price

 

Interest rate futures and flows of funds.

 

-

Preferred shares of Condor

 

Binomial tree

 

Theoretical price

 

Underlying asset price (market price) and share price volatility (historical) and market interest rate (Libor curve).

 

Underlying asset price

1.35 to 1.7

Share price volatility

55% to 75%

Market interest-rate

0.5% to 0.7%

Call option for the shares of Arcos

 

Discounted cash flows

 

-

 

Projected income and discount rate.

 

-

Foreign-currency contracts

 

Present value method

 

Theoretical price

 

Money market curve, interest curve, foreign exchange curve

 

 

 

 

17.          Restricted assets

 

The table below shows the Group's restricted assets as of September 30, 2015 and June 30, 2015:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Mutual funds

3,621

 

4,301

Total non-current

3,621

 

4,301

Current

 

 

 

Guarantee deposits

119,238

 

607,021

Total current

119,238

 

607,021

Total restricted assets

122,859

 

611,322

 

58


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

18.          Trade and other receivables

 

The table below shows trade and other receivables of the Group as of September 30, 2015 and June 30, 2015:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Leases and services receivable

85,622

 

62,080

Receivables from sale of agricultural products and farmlands leases

903

 

1,154

Property sales receivable (i)

71,389

 

104,064

Less: allowance for doubtful accounts

(2,208)

 

(2,208)

Non-current trade receivables

155,706

 

165,090

Trade receivables from disposal of joint ventures

3,729

 

3,595

Prepayments

12,329

 

11,274

VAT receivables

29,671

 

26,745

Other tax receivables

66,882

 

73,131

Guarantee deposits

14,333

 

17,027

Advances for shares purchases

12,585

 

12,134

Others

1,652

 

2,060

Non-current other receivables

141,181

 

145,966

Related parties (Note 35)

122,730

 

115,721

Non-current trade and other receivables

419,617

 

426,777

Current

 

 

 

Consumer financing receivables

14,584

 

14,620

Leases and services receivable

371,787

 

356,217

Receivables from sale of agricultural products and farmlands leases

203,576

 

253,355

Receivables from hotel operations

32,544

 

21,144

Deferred checks received

252,699

 

247,030

Debtors under legal proceedings

79,984

 

71,343

Property sales receivable (i)

98,527

 

88,032

Less: allowance for doubtful accounts

(122,153)

 

(117,514)

Trade receivables current

931,548

 

934,227

Advance payments

1,190

 

-

Prepayments

143,927

 

144,982

VAT receivables

54,634

 

51,593

Gross sales tax credit

7,095

 

6,594

Other tax receivables

34,268

 

36,316

Loans

17,270

 

22,977

Expenses and services to recover

2,953

 

3,125

Suppliers advances

88,056

 

105,105

Guarantee deposits

114,196

 

39,154

Others

37,956

 

37,505

Less: allowance for doubtful accounts

(185)

 

(185)

Current other receivables

501,360

 

447,166

Related parties (Note 35)

417,964

 

390,980

Current trade and other receivables

1,850,872

 

1,772,373

Total trade and other receivables

2,270,489

 

2,199,150

 

(i)    Property sales receivables primarily comprise trading properties, investment properties and farmlands.

 

59


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

18.          Trade and other receivables (Continued)

 

The fair value of current trade and other receivables approximate their respective carrying amounts due to their short-term nature, as the impact of discounting is not considered significant. Fair values are based on discounted cash flows (Level 2 of fair value hierarchy).

 

The evolution of the Group’s provision for impairment of trade receivables were as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period / year

119,907

 

90,491

Creation

9,518

 

45,968

Recovery

(2,692)

 

(16,800)

Used during the period / year

(26)

 

(1,924)

Currency translation adjustment

(2,161)

 

2,172

End of the period / year

124,546

 

119,907

 

The creation and release of allowance for doubtful account have been included in “Selling expenses” in the income statements (Note 30). Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.

 

19.          Investment in financial assets

 

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

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Financial assets at fair value

 

 

 

Investment in equity securities in TGLT

73,580

 

71,573

Investments in equity securities in Avenida Inc. S.A.

106,118

 

102,316

Investment in equity securities in Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc. due to change of corporate name)

225,616

 

348,854

Non-convertible notes related parties (Note 35)

100,000

 

100,000

Other investment in equity securities

102

 

102

Total Investment in financial assets non-current

505,416

 

622,845

Current

 

 

 

Financial assets at fair value

 

 

 

Mutual funds

690,274

 

383,572

Non-convertible notes related parties (Note 35)

5,671

 

452

Other investment in equity securities

15,757

 

16,640

Corporate bonds

1,827

 

1,789

Government bonds

293,397

 

101,649

Total Investment in financial assets current

1,006,926

 

504,102

Total Investment in financial assets

1,512,342

 

1,126,947

 

60


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

20.          Derivative financial instruments

 

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

 

 

September 30,

2015

 

June 30,

2015

Assets

 

 

 

Non-current

 

 

 

Commodities options

-

 

1,195

Warrants IDBD (Note 4)

322,704

 

199,256

Warrants DISI

933

 

-

Warrant Condor Hospitality Trust Inc.

-

 

7,151

Total non-current

323,637

 

207,602

Current

 

 

 

Crops futures

-

 

396

Commodities options

2,402

 

-

Commodities futures

7,955

 

-

Warrants DISI

174

 

-

Warrants IDBD (Note 4)

35,781

 

29,158

Total current

46,312

 

29,554

Total assets

369,949

 

237,156

 

 

 

 

Liabilities

 

 

 

Non-current

 

 

 

Commodities options

-

 

1,863

Foreign-currency contracts

-

 

3,030

Commitment to tender offer shares in IDBD (Note 4)

264,098

 

263,969

Total non-current

264,098

 

268,862

Current

 

 

 

Commodities options

617

 

6,637

Commodities futures

5,255

 

11,477

Foreign-currency contracts

19,599

 

7,035

Commitment to tender offer shares in IDBD (Note 4)

235,681

 

236,611

Total current

261,152

 

261,760

Total liabilities

525,250

 

530,622

 

61


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

21.          Cash flow information

 

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

 

 

September 30,

2015

 

June 30,

2015

Cash at bank and on hand

753,242

 

437,337

Short-term bank deposits

124,107

 

84,016

Financial trust

-

 

-

Mutual funds

156,066

 

112,340

Total cash and cash equivalents

1,033,415

 

633,693

 

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

 

 

 

Note

September 30,

2015

 

September 30,

2014

(Loss) Gain for the period

 

(361,760)

 

21,665

Adjustments for:

 

 

 

 

Income tax expenses

 

89,007

 

131,082

Depreciation and amortization

 

70,506

 

63,265

Gain from disposal of investment property

 

(383,585)

 

(316,767)

Gain (Loss) on the revaluation of receivables arising from the sale of farmland

 

(14,260)

 

7,326

Gain from disposal of property, plant and equipment

 

5,841

 

577

Release of investment property and property, plant and equipment

 

8

 

1,496

Dividends income

 

(4,370)

 

(4,195)

Equity settled compensation

 

9,423

 

15,464

Unrealized Gain (Loss) on derivative financial instruments

 

(123,045)

 

58,343

Changes in fair value of financial assets

 

234,482

 

(149,400)

Interest expense, net

 

223,666

 

212,100

Unrealized initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest

 

(106,863)

 

(104,578)

Changes in the net realizable value of agricultural produce after harvest

 

8,933

 

22,021

Provisions

 

50,319

 

39,307

Share of profit of associates and joint ventures

 

496,669

 

102,728

Unrealized foreign exchange loss, net

 

182,871

 

161,875

Loss from disposal of subsidiaries and joint ventures

 

-

 

(8,758)

Result from purchase of joint venture

 

-

 

-

Loss from repurchase of Non-convertible Notes

 

297

 

-

Changes in operating assets and liabilities:

 

 

 

 

Decrease in biological assets

 

135,709

 

190,723

Decrease (Increase) in inventories

 

25,350

 

(55,218)

Decrease in trading properties

 

1,297

 

977

(Increase) Decrease in trade and other receivables

 

(29,091)

 

49,089

Decrease (Increase) in derivative financial instruments

 

(85,095)

 

16,649

Increase in trade and other payables

 

104,947

 

7,185

Decrease in payroll and social security liabilities

 

(120,635)

 

(77,821)

Increase (Decrease) in provisions

 

1,639

 

(3,897)

Net cash generated from operating activities before income tax paid

 

412,260

 

381,238

 

 

62


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

21.          Cash flow information (Continued)

 

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

 

 

 

September 30,

2015

 

September 30,

2014

Increase of investment in associates and joint ventures through an increase in trade and other payables

 

(34)

 

-

Decrease in investment in associates and joint venture through an increase in trade and other receivables

 

-

 

111,181

Decrease in borrowings trough a decrease in investment in associates and joint ventures

 

-

 

4,154

Increase in property, plant and equipment through an increase in trade and other payables

 

333

 

343

Dividends not collected

 

(1,960)

 

(4,199)

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

 

1,026

 

458

Increase in trade and other receivables through a decrease in property, plant and equipment

 

-

 

485

Stock plan granted

 

(2,938)

 

-

Increase in investments in financial assets through a decrease in property, plant and equipment

 

-

 

48,217

Increase in restricted assets through an increase in borrowings

 

-

 

8,742

 

63


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

22.          Trade and other payables

 

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

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Admission rights

154,412

 

146,036

Sales, rent and services payments received in advance

62,061

 

63,986

Guarantee deposits

3,608

 

6,236

Total non-current trade payables

220,081

 

216,258

Other tax payables

4,732

 

6,404

Deferred income

7,296

 

7,420

Shareholders’ personal tax payable

789

 

865

Tax amnesty plan for payable taxes

22,594

 

24,268

Others

9,977

 

8,793

Total non-current other payables

45,388

 

47,750

Related parties (Note 35)

4,322

 

46

Total non-current trade and other payables

269,791

 

264,054

Current

 

 

 

Trade payables

288,294

 

301,719

Accrued invoices

246,144

 

222,831

Admission rights

149,118

 

142,709

Sales, rent and services payments received in advance

249,292

 

226,237

Guarantee deposits

17,427

 

14,302

Total current trade payables

950,275

 

907,798

Withholdings tax

14,895

 

6,048

VAT payables

59,696

 

43,953

Gross sales tax payable

1,053

 

2,004

Other tax payables

63,257

 

110,257

Deferred incomes

8,611

 

24,366

Dividends payable

63,367

 

123,888

Tax amnesty plan for payable taxes

318

 

280

Shareholders’ personal tax payable

6,970

 

4,666

Others

32,956

 

30,174

Total current other payables

251,123

 

345,636

Related parties (Note 35)

91,436

 

53,401

Total current trade and other payables

1,292,834

 

1,306,835

Total trade and other payables

1,562,625

 

1,570,889

 

The fair values of current trade and other payables approximate their respective carrying amounts due to their short-term nature, as the impact of discounting is considered as not significant. Fair values are based on discounted cash flows (Level 2 of fair value hierarchy).

 

64


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

23.          Payroll and social security liabilities

 

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

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Provision for vacations and bonuses

1,653

 

1,594

Social security payable

2,306

 

2,323

Others

1,415

 

1,622

Non-current payroll and social security liabilities

5,374

 

5,539

Current

 

 

 

Provision for vacation and bonuses

114,394

 

184,316

Social security payable

43,250

 

38,619

Salaries payable

1,334

 

3,066

Share-based payments

58

 

852

Others

1,697

 

3,547

Current payroll and social security liabilities

160,733

 

230,400

Total payroll and social security liabilities

166,107

 

235,939

 

24.          Provisions

 

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

 

 

Labor

and legal claims

 

Tax and social security

 

Investments in associates and joint ventures (i)

 

Total

At June 30, 2015

77,510

 

1,478

 

362,931

 

441,919

Additions

7,806

 

164

 

40,539

 

48,509

Used during period

(3,481)

 

-

 

(18,304)

 

(21,785)

Contributions

-

 

-

 

(13,828)

 

(13,828)

Currency translation adjustment

(2,064)

 

-

 

13,150

 

11,086

At September 30, 2015

79,771

 

1,642

 

384,488

 

465,901

 

(i)   Corresponds to equity interests in associates with negative equity, mainly New Lipstick LLC. Additions and recoveries are included in "Share of profit / (loss) of associates and joint ventures".

 

 

The analysis of total provisions is as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

410,483

 

386,948

Current

55,418

 

54,971

 

465,901

 

441,919

 

65


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

25.          Borrowings

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Book value

 

Secured/ unsecured

 

Currency

 

Fixed/ Floating

 

Effective

interest rate %

 

 

Nominal value (in million)

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

CRESUD NCN Class XIV due 2018

Unsecured

 

US$

 

Fixed

 

1.50%

 

32

 

300,986

 

290,205

CRESUD NCN Class XVI due 2018

Unsecured

 

US$

 

Fixed

 

1.50%

 

109

 

1,034,555

 

998,594

CRESUD NCN Class XVIII due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

34

 

319,286

 

308,022

CRESUD NCN Class XIX due 2016

Unsecured

 

Ps.

 

Floating

 

Badlar + 350

bps

 

187

 

-

 

185,684

CRESUD NCN Class XX due 2017

Unsecured

 

US$

 

Fixed

 

2.50%

 

18.2

 

89,668

 

56,278

CRESUD NCN Class XXI due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 375 bps

 

192

 

190,318

 

-

CRESUD NCN Class XXII due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

22

 

207,833

 

-

IRSA NCN Class II due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 450 bps

 

10.8

 

10,739

 

10,730

IRSA NCN Class I due 2017

Unsecured

 

US$

 

Fixed

 

8.50%

 

150

 

1,412,064

 

1,352,655

IRSA NCN Class II due 2020

Unsecured

 

US$

 

Fixed

 

11.50%

 

139.5

 

1,247,876

 

1,202,130

IRSA Propiedades Comerciales S.A. due 2017

Unsecured

 

US$

 

Fixed

 

7.87%

 

114.3

 

1,061,011

 

1,021,782

IRSA Propiedades Comerciales S.A. NCN Class I due 2017 (i)

Unsecured

 

Ps.

 

Fixed/ Floating

 

(i)

 

407.3

 

393,370

 

-

Long term loans

Unsecured

 

US$

 

Floating

 

Libor + 300 bps or 6% (the higher)

 

15

 

121,905

 

117,574

Long term loans

Unsecured

 

Ps.

 

Floating

 

Rate Survey PF 30-59 days

 

20

 

6,622

 

9,911

Long term loans

Secured

 

Rs.

 

Floating

 

4.00 to 7.23 and TJLP + 3.45 to 4.45 Selic

 

-

 

110,151

 

155,727

Seller financing (ii) (iii)

Secured

 

US$

 

Fixed

 

3.50%

 

6.8

 

73,877

 

70,959

Finance lease obligations

Secured

 

US$

 

Fixed

 

10.75% - 7.14%

to 13.28%

 

0.5

 

2,462

 

1,389

Finance lease obligations

Unsecured

 

Rs.

 

Fixed

 

6.92%

 

 

 

7,167

 

12,308

Long term loans (iv)

Unsecured

 

Ps.

 

Fixed

 

(iv)

 

13.6

 

6,386

 

8,158

Long term loans

Secured

 

Bol.

 

Floating

 

7% to 10.19%

 

13.5

 

3,576

 

3,396

Long term loans

Secured

 

Rs.

 

Floating

 

TJLP + 3.00 to 3.10

 

-

 

4,058

 

5,028

Long term loans

Secured

 

Rs.

 

Floating

 

5.50 to 8.70

 

-

 

38

 

331

Related parties (Note 35)

Unsecured

 

Ps.

 

Fixed/

Floating

 

 

 

 

 

22,758

 

22,112

Non-current borrowings

 

 

 

 

 

 

 

 

 

 

6,626,706

 

5,832,973

                                             

 

66


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

25.          Borrowings (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

Book value

 

 

Secured/ unsecured

 

Currency

 

Fixed/ Floating

 

Effective interest rate %

 

Nominal value

(in million)

 

September 30,

2015

 

June 30,

2015

CRESUD NCN Class XIV due 2018

Unsecured

 

US$

 

Fixed

 

1.50%

 

32

 

93

 

102

CRESUD NCN Class XV due 2015

Unsecured

 

Ps.

 

Floating

 

Badlar + 400 bps

 

176

 

60,420

 

120,760

CRESUD NCN Class XVI due 2018

Unsecured

 

US$

 

Fixed

 

1.50%

 

109

 

5,236

 

4,986

CRESUD NCN Class XVII due 2016

Unsecured

 

Ps.

 

Floating

 

Badlar + 250

bps

 

176

 

172,772

 

172,602

CRESUD NCN Class XVIII due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

34

 

1,149

 

1,141

CRESUD NCN Class XIX due 2016

Unsecured

 

Ps.

 

Fixed

 

27.50%

 

187

 

186,478

 

803

CRESUD NCN Class XX due 2017

Unsecured

 

US$

 

Fixed

 

2.50%

 

18.2

 

1,521

 

812

CRESUD NCN Class XXI due 2017

Unsecured

 

Ps.

 

Fixed

 

Badlar + 375

bps

 

192

 

5,932

 

-

CRESUD NCN Class XXII due 2019

Unsecured

 

US$

 

Floating

 

4.00%

 

22

 

(802)

 

-

IRSA NCN Class I due 2017

Unsecured

 

US$

 

Fixed

 

8.50

 

149

 

19,351

 

47,318

IRSA NCN Class I due 2015

Unsecured

 

Ps.

 

Floating

 

Badlar + 395

bps

 

209.4

 

-

 

214,084

IRSA NCN Class II due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 450

bps

 

10.8

 

265

 

258

IRSA NCN Class II due 2020

Unsecured

 

US$

 

Fixed

 

11.50%

 

139.5

 

28,483

 

62,798

IRSA Propiedades Comerciales S.A. due 2017

Unsecured

 

US$

 

Fixed

 

7.88%

 

114.3

 

32,285

 

10,677

IRSA Propiedades Comerciales S.A. NCN Class I due 2017 (i)

Unsecured

 

Ps.

 

Fixed/ Floating

 

(i)

 

407.3

 

68

 

-

Bank overdrafts

Unsecured

 

Ps.

 

Fixed

 

22.54%

 

19,430

 

327,687

 

609,152

Bank overdrafts (v)

Unsecured

 

Ps.

 

Floating

 

-

 

-

 

836,983

 

681,553

Short term loans (iv)

Unsecured

 

Ps.

 

Fixed

 

(iv)

 

13.6

 

7,008

 

106,469

Short term loans (viii)

Unsecured

 

Ps.

 

Fixed

 

(vii)

 

106.4

 

246,064

 

5,854

Repurchase agreement with haircut (viii)

Secured

 

Ps.

 

Fixed

 

(viii)

 

37.44

 

38,170

 

-

Short term loans

Unsecured

 

US$

 

Floating

 

Libor + 300 bps or 6% (the higher)

 

15

 

8,666

 

10,204

Short term loans

Unsecured

 

Ps.

 

Floating

 

Rate Survey PF 30-59 days

 

20

 

6,892

 

7,576

Short term loans

Unsecured

 

Rs.

 

Floating

 

TJLP + 3.00 to 4.40

 

-

 

17

 

4,750

Short term loans

Unsecured

 

Rs.

 

Floating

 

7.51 to 15.12%%

 

-

 

-

 

74,990

Short term loans

Unsecured

 

Ps.

 

Fixed

 

15.01%

 

24

 

90,583

 

6,875

Short term loans

Secured

 

Rs.

 

Floating

 

4.00 to 7.23 and TJLP + 3.45 to 4.45 Selic

 

-

 

27,470

 

27,744

Other short term loans

Unsecured

 

-

 

-

 

-

 

-

 

17,541

 

25,945

Short term loans

Secured

 

Rs.

 

Floating

 

5.5 to 8.70

 

-

 

1,581

 

2,763

Syndicated loans (vi)

Unsecured

 

Ps.

 

Fixed

 

(vi)

 

50.13

 

50,058

 

75,485

Seller financing

Secured

 

Rs.

 

Floating

 

-

 

-

 

-

 

85,037

Seller financing

Secured

 

Rs.

 

Floating

 

IGP-M

 

-

 

47,901

 

58,064

Short term loans

Secured

 

Rs.

 

Floating

 

1.6905 + Exchange rate variation

 

-

 

-

 

29,001

Finance lease obligations

Secured

 

US$

 

Fixed

 

10.75% and 7.5%

 

0.5

 

2,050

 

1,880

Finance lease obligations

Unsecured

 

Rs.

 

Fixed

 

6.92%

 

-

 

6,632

 

9,890

Other short term loans

Secured

 

Bol.

 

Floating

 

7% and 10.19%

 

13.5

 

3,286

 

3,115

Related parties (Note 35)

 

 

 

 

 

 

 

 

 

 

15,568

 

14,198

Current borrowings

 

 

 

 

 

 

 

 

 

 

2,247,408

 

2,476,886

Total borrowings

 

 

 

 

 

 

 

 

 

 

8,874,114

 

8,309,859

                             

 

 

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

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

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

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

(v)      As of September 30, 2015 and June 30, 2015, bank overdrafts were drawn on several domestic financial institutions. The Company has bank overdrafts of less than three months bearing floating interest rates ranging from 15% to 55% per annum.

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

(vii)     On December 12, 2012, a loan has been entered into with Banco Provincia de Buenos Aires in the amount of Ps. 29 million. Principal will be repaid in 9 consecutive quarterly installments beginning in December 2013. Additionally, on February 3, 2014 a new loan has been subscribed for Ps. 20 million. As of the date of these financial statements, the mentioned capital is fully canceled. On December 23, 2014, the Group subscribed a new loan with Banco Provincia de Buenos Aires for Ps. 120 million. Principal will be payable in only one installment due on June 19, 2015.

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

 

67


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

25.          Borrowings (Continued)

 

Notes issued by Cresud

 

Classes XXI and XXII NCN

 

On August 12, 2015, Cresud issued Class XI Non-Convertible Notes for an aggregate principal amount of up to Ps. 150 million, which may be extended for up to Ps. 700 million in two classes:

 

Class XXI Non-Convertible Notes, for a face value of Ps. 192.2 million and falling due 18 months after the issuance date, will accrue interest at mixed rate. Fixed rate of 27.5% during the first 9 months and floating rate (Badlar plus 375 basis points). Interest will be payable quarterly in arrears whereas the principal will be amortized in one payment at due date. The issuance price was 100.0% of the nominal value.

 

Class XXII Non-Convertible Notes, for a face value of US$ 22.7 million, with an issuance price of 97.65% of the nominal value resulting US$ 22.2 equivalent to Ps. 204.3 million and falling due 48 months after the issuance date, will accrue interest at fixed annual rate of 4%. Interest will be payable quarterly in arrears whereas the principal will be amortized in two payments.

 

Notes issued by subsidiary undertakings

Class I NCN IRSA CP

 

On September 18, 2015, it was approved the issuance of Corporate Notes Class I of its global corporate notes program of IRSA CP in a nominal amount of up to US$ 500.0 million, for an amount of Ps. 407.3 million (equivalents to US$ 43.4 million). Corporate Notes Class I expire on the 18th month since the issue date and accrue interest rate: for the first three month the interest rate will be fixed at 26.5% and from the fourth month until maturity pricing will be Badlar plus 4 basis points. Interest will be paid quarterly and principal will be repaid in full at maturity.

 

68


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

26.          Taxation

 

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

 

 

September 30,

2015

 

September 30,

2014

Current income tax

(109,736)

 

(266,470)

Deferred income tax

21,088

 

136,592

Minimum Presumed Income Tax

(359)

 

(1,204)

Income tax expense

(89,007)

 

(131,082)

 

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

 

 

September 30,

2015

 

June 30,

2015

Beginning of the period / year

501,495

 

382,597

Currency translation adjustment

(20,738)

 

(30,951)

Reserve for changes in non-controlling interest

-

 

(50,359)

Reclassification to assets held for sale

-

 

(33,346)

Use of tax loss carryforwards

(9,239)

 

(157,367)

Charged / (Credited) to the income

21,088

 

390,921

End of the period / year

492,606

 

501,495

 

The Group did not recognize deferred income tax assets of Ps. 43.0 million and Ps. 43.3 million as of September 30, 2015 and June 30, 2015, respectively. Although management believes that it will become profitable in the foreseeable future, as a result of the history of recent losses incurred during the development phase of the different Group’s business operations and the lack of verifiable and objective evidence due to the limited operating history of the Group itself, the Board of Directors has determined that there is sufficient uncertainty as to the generation of sufficient income to utilize the losses within a reasonable timeframe, therefore, no deferred tax asset is recognized in relation to these losses.

 

69


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

26.          Taxation (Continued)

 

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

 

 

September 30,

2015

 

September 30,

2014

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

160,416

 

(65,177)

Permanent differences:

 

 

 

Share of loss of associates and joint ventures

(230,177)

 

(59,402)

Unrecognized tax losses

(2,191)

 

(4,121)

Non-taxable income

703

 

-

Non-deductible expenses

(11,649)

 

(9,422)

Others

(6,109)

 

7,040

Income tax

(89,007)

 

(131,082)

 

Entities in Argentina are subject to the Minimum Presumed Income Tax (“MPIT”). Pursuant to this tax regime, an entity is required to pay the greater of the income tax or the MPIT. Tax 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.

 

The Company does not set up an allowance for Minimum Presumed Income Tax 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 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.

 

27.          Shareholders’ Equity

 

Share capital and premium

 

The share capital of the Group is represented by common shares with a nominal value of Ps. 1 per share and one vote each. During the three-month period ended September 30, 2015, there was a capital increase resulting from the Company’s Incentive Plan.

 

70


 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

27.          Shareholders’ Equity (Continued)

 

Legal reserve

 

According to Argentine law, 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 Company shall have to fully replenish such reserve before any distribution of accumulated earnings.

 

Treasury stock

 

Given that the repurchase of shares for subsequent sale is to be funded out of net cash income or free reserves, pursuant to section 220.2. of Act 19,550, insofar as the Company maintains Treasury shares there is a restriction on the distribution of retained earnings or free reserves, equal to the acquisition cost.

 

Dividends

 

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

 

71


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

28.          Revenues

 

 

September 30, 2015

 

September 30, 2014

 

Urban properties and investments

 

Agricultural

 

Agroindustrial

 

Total

 

Urban properties and investments

 

Agricultural

 

Agroindustrial

 

Total

Trading properties

1,158

 

-

 

-

 

1,158

 

4,748

 

-

 

-

 

4,748

Crops

-

 

262,949

 

-

 

262,949

 

-

 

325,820

 

-

 

325,820

Cattle

-

 

45,332

 

-

 

45,332

 

-

 

29,975

 

-

 

29,975

Dairy

-

 

17,503

 

-

 

17,503

 

-

 

17,467

 

-

 

17,467

Sugarcane

-

 

101,649

 

-

 

101,649

 

-

 

100,181

 

-

 

100,181

Supplies

-

 

14,507

 

-

 

14,507

 

-

 

18,426

 

-

 

18,426

Beef

-

 

-

 

189,910

 

189,910

 

-

 

-

 

215,241

 

215,241

Sales income

1,158

 

441,940

 

189,910

 

633,008

 

4,748

 

491,869

 

215,241

 

711,858

Base rent

349,104

 

-

 

-

 

349,104

 

304,460

 

1,160

 

-

 

305,620

Contingent rent

137,936

 

-

 

-

 

137,936

 

86,610

 

-

 

-

 

86,610

Admission rights

45,015

 

-

 

-

 

45,015

 

34,600

 

-

 

-

 

34,600

Parking fees

36,965

 

-

 

-

 

36,965

 

24,844

 

-

 

-

 

24,844

Commissions

15,745

 

431

 

-

 

16,176

 

14,135

 

448

 

-

 

14,583

Consignment revenues

-

 

6,743

 

-

 

6,743

 

-

 

4,625

 

-

 

4,625

Property management fees

8,717

 

-

 

-

 

8,717

 

7,483

 

-

 

-

 

7,483

Expenses and Collective Promotion Funds

254,941

 

-

 

-

 

254,941

 

201,422

 

-

 

-

 

201,422

Flattening of tiered lease payments

3,836

 

-

 

-

 

3,836

 

9,663

 

-

 

-

 

9,663

Leases and agricultural services

-

 

3,781

 

-

 

3,781

 

-

 

3,634

 

686

 

4,320

Advertising and brokerage fees

-

 

11,463

 

-

 

11,463

 

-

 

11,773

 

-

 

11,773

Others

4,115

 

1,838

 

-

 

5,953

 

5,222

 

3,979

 

-

 

9,201

Leases and service income

856,374

 

24,256

 

-

 

880,630

 

688,439

 

25,619

 

686

 

714,744

Consumer financing

28

 

-

 

-

 

28

 

55

 

-

 

-

 

55

Hotel operations

110,695

 

-

 

-

 

110,695

 

96,827

 

-

 

-

 

96,827

Other revenues

110,723

 

-

 

-

 

110,723

 

96,882

 

-

 

-

 

96,882

Total Group revenue

968,255

 

466,196

 

189,910

 

1,624,361

 

790,069

 

517,488

 

215,927

 

1,523,484

-

72


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

29.          Costs

 

 

September 30, 2015

 

September 30, 2014

 

Urban properties and investments

 

Agricultural

 

Agroindustrial

 

Total

 

Urban properties and investments

 

Agricultural

 

Agroindustrial

 

Total

Cost of leases and services

-

 

2,169

 

-

 

2,169

 

-

 

3,339

 

-

 

3,339

Other operative costs

-

 

2,392

 

-

 

2,392

 

-

 

2,666

 

-

 

2,666

Cost of property operations

-

 

4,561

 

-

 

4,561

 

-

 

6,005

 

-

 

6,005

Crops

-

 

302,273

 

-

 

302,273

 

-

 

431,084

 

-

 

431,084

Cattle

-

 

76,029

 

-

 

76,029

 

-

 

82,240

 

-

 

82,240

Dairy

-

 

33,610

 

-

 

33,610

 

-

 

32,836

 

-

 

32,836

Sugarcane

-

 

143,166

 

-

 

143,166

 

-

 

151,158

 

-

 

151,158

Supplies

-

 

11,936

 

-

 

11,936

 

-

 

14,006

 

-

 

14,006

Beef

-

 

-

 

170,145

 

170,145

 

-

 

-

 

156,616

 

156,616

Others

-

 

2,447

 

-

 

2,447

 

-

 

777

 

-

 

777

Leases and agricultural services

-

 

2,612

 

-

 

2,612

 

-

 

1,871

 

-

 

1,871

Consignment costs

-

 

1,219

 

-

 

1,219

 

-

 

474

 

-

 

474

Commissions

-

 

1,819

 

-

 

1,819

 

-

 

3,103

 

-

 

3,103

Brokerage operations

-

 

8,621

 

-

 

8,621

 

-

 

7,683

 

-

 

7,683

Cost of agricultural sales and services

-

 

583,732

 

170,145

 

753,877

 

-

 

725,232

 

156,616

 

881,848

Cost of sale of trading properties

4,559

 

-

 

-

 

4,559

 

2,907

 

-

 

-

 

2,907

Cost from hotel operations

81,563

 

-

 

-

 

81,563

 

66,291

 

-

 

-

 

66,291

Cost of leases and services

349,999

 

-

 

-

 

349,999

 

286,098

 

-

 

-

 

286,098

Costs from Consumer Financing

32

 

-

 

-

 

32

 

74

 

-

 

-

 

74

Total Group costs

436,153

 

588,293

 

170,145

 

1,194,591

 

355,370

 

731,237

 

156,616

 

1,243,223

 

73


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

30.          Expenses by nature

 

For the three-month period ended as of September 30, 2015:

 

 

Group costs

 

 

 

 

 

 

 

Cost of property operations

 

Cost of

agricultural sales and services

 

Cost of agriculture production

 

Cost of sale of trading properties

 

Cost from Consumer Financing

 

Cost from hotel operations

 

Other operative costs

 

General and administrative expenses

 

Selling expenses

 

Total

Leases, services charges and vacant property costs

4,709

 

807

 

121

 

215

 

-

 

280

 

4

 

2,286

 

577

 

8,999

Depreciation and amortization

50,244

 

10,099

 

3,043

 

18

 

-

 

2,891

 

771

 

3,288

 

152

 

70,506

Allowance for doubtful accounts

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

6,826

 

6,826

Advertising, publicity and other selling expenses

52,610

 

-

 

-

 

-

 

-

 

1,683

 

-

 

-

 

10,304

 

64,597

Taxes, rates and contributions

27,244

 

679

 

2,735

 

750

 

-

 

90

 

13

 

4,775

 

45,561

 

81,847

Maintenance and repairs

97,669

 

4,082

 

4,877

 

2,049

 

-

 

9,657

 

247

 

10,910

 

395

 

129,886

Fees and payments for services

678

 

47,711

 

832

 

124

 

32

 

197

 

17

 

40,818

 

2,413

 

92,822

Director´s fees

-

 

-

 

-

 

-

 

-

 

-

 

-

 

46,287

 

-

 

46,287

Payroll and social security expenses (Note 31)

110,317

 

31,977

 

19,857

 

-

 

-

 

48,972

 

1,009

 

70,898

 

12,467

 

295,497

Cost of sale of properties

-

 

-

 

-

 

1,400

 

-

 

-

 

-

 

-

 

-

 

1,400

Food, beverage and other lodging expenses

-

 

-

 

-

 

-

 

-

 

17,654

 

-

 

2,165

 

1,072

 

20,891

Changes in biological assets and agricultural produce

-

 

433,601

 

-

 

-

 

-

 

-

 

-

 

58

 

-

 

433,659

Supplies and labor

-

 

6,634

 

173,607

 

-

 

-

 

-

 

-

 

-

 

511

 

180,752

Freights

667

 

449

 

3,593

 

-

 

-

 

-

 

38

 

68

 

29,383

 

34,198

Commissions and expenses

-

 

1,548

 

-

 

-

 

-

 

-

 

17

 

6,030

 

1,747

 

9,342

Conditioning and clearance

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

9,728

 

9,728

Travel and library expenses

2,872

 

4,342

 

2,877

 

3

 

-

 

139

 

152

 

2,685

 

396

 

13,466

Export expenses

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

23,551

 

23,551

Others

2,989

 

2,569

 

6

 

-

 

-

 

-

 

124

 

4,190

 

1,433

 

11,311

Total expenses by nature

349,999

 

544,498

 

211,548

 

4,559

 

32

 

81,563

 

2,392

 

194,458

 

146,516

 

1,535,565

 

74


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.          Expenses by nature (Continued)

 

For the three-month period ended as of September 30, 2014:

 

 

Group costs

 

 

 

 

 

 

 

Cost of property operations

 

Cost of

agricultural sales and services

 

Cost of agriculture production

 

Cost of sale of trading properties

 

Cost from Consumer Financing

 

Cost from hotel operations

 

Other operative costs

 

General and administrative expenses

 

Selling expenses

 

Total

Leases, services charges and vacant property costs

4,398

 

720

 

281

 

93

 

-

 

250

 

13

 

2,450

 

414

 

8,619

Depreciation and amortization

40,229

 

14,005

 

2,056

 

208

 

-

 

2,838

 

741

 

2,853

 

335

 

63,265

Allowance for doubtful accounts

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,965

 

5,965

Advertising, publicity and other selling expenses

31,889

 

-

 

-

 

-

 

-

 

1,540

 

-

 

-

 

9,206

 

42,635

Taxes, rates and contributions

25,638

 

778

 

1,359

 

684

 

-

 

-

 

23

 

4,491

 

40,574

 

73,547

Maintenance and repairs

76,220

 

3,205

 

4,958

 

912

 

-

 

8,306

 

330

 

8,139

 

391

 

102,461

Fees and payments for services

7,992

 

52,695

 

690

 

5

 

65

 

402

 

352

 

25,508

 

2,139

 

89,848

Director´s fees

-

 

-

 

-

 

-

 

-

 

-

 

-

 

27,350

 

-

 

27,350

Payroll and social security expenses (Note 31)

91,333

 

30,145

 

15,330

 

165

 

-

 

37,264

 

656

 

56,449

 

9,820

 

241,162

Cost of sale of properties

-

 

-

 

-

 

828

 

-

 

-

 

-

 

-

 

-

 

828

Food, beverage and other lodging expenses

-

 

-

 

-

 

-

 

-

 

15,550

 

-

 

1,887

 

1,297

 

18,734

Changes in biological assets and agricultural produce

-

 

333,888

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

333,888

Supplies and labor

-

 

180,650

 

229,687

 

-

 

-

 

-

 

7

 

-

 

659

 

411,003

Freights

-

 

465

 

3,434

 

-

 

-

 

-

 

-

 

15

 

42,069

 

45,983

Commissions and expenses

-

 

1,918

 

104

 

-

 

-

 

-

 

-

 

1,510

 

1,755

 

5,287

Conditioning and clearance

-

 

-

 

7

 

-

 

-

 

-

 

-

 

-

 

8,520

 

8,527

Others

8,399

 

6,284

 

2,873

 

12

 

9

 

141

 

199

 

8,699

 

(590)

 

26,026

Total expenses by nature

286,098

 

624,753

 

260,779

 

2,907

 

74

 

66,291

 

2,321

 

139,351

 

122,554

 

1,505,128

 

75


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

31.          Employee costs

 

 

September 30,

2015

 

September 30,

2014

Salaries, bonuses and social security costs

267,692

 

215,011

Equity settled compensation

9,423

 

15,464

Pension costs – defined contribution plan

871

 

238

Others

17,511

 

10,449

 

295,497

 

241,162

 

32.          Other operating results, net

 

 

September 30,

2015

 

September 30,

2014

Gain from commodity derivative financial instruments

24,408

 

9,693

Loss from disposal of other property items

(5,841)

 

(577)

Gain from disposal of intangible assets

378

 

-

Gain from disposal of interest in associates

-

 

8,758

Tax on personal assets

(3,182)

 

(4,367)

Consulting fee

614

 

496

Contingencies (i)

(709)

 

(3,452)

Donations

(4,644)

 

(3,896)

Unrecoverable VAT

(565)

 

(118)

Expenses related to transfers of investment property, plant and equipment to subsidiaries

-

 

(8,899)

Others

250

 

3,326

Total other operating results, net

10,709

 

964

 

(i)   Including costs and legal expenses.

 

 

76


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

33.          Financial results, net

 

 

September 30,

2015

 

September 30,

2014

Finance income:

 

 

 

- Interest income

30,228

 

17,905

- Foreign exchange gains

56,843

 

33,318

- Dividends income

4,370

 

4,195

Finance income

91,441

 

55,418

 

 

 

 

Finance costs:

 

 

 

- Interest expense

(253,894)

 

(230,005)

- Foreign exchange losses

(229,609)

 

(230,934)

- Other financial costs

(33,032)

 

(38,780)

Finance costs

(516,535)

 

(499,719)

Less finance costs capitalized

-

 

2,034

Total financial costs

(516,535)

 

(497,685)

Other finance results:

 

 

 

- Fair value (Loss) / Gains of financial assets and liabilities at fair value through profit or loss

(234,482)

 

149,400

- Gain / (Loss) from derivative financial instruments (except commodities)

198,747

 

(40,625)

- Gain / (Loss) on the revaluation of receivables arising from the sale of farmland

14,260

 

(7,326)

- Loss from repurchase of Non-convertible Notes

(297)

 

-

Total other finance results

(21,772)

 

101,449

Total financial results, net

(446,866)

 

(340,818)

 

34.          Share-based payments

 

Established by the Company and subsidiaries

 

Equity Incentive Plan

 

For the three-month periods ended September 30, 2015 and 2014, the Group incurred in a charge of Ps. 9.4 million and Ps. 15.2 million, respectively, related to the awards granted under the Equity Incentive Plan.

 

Movements in the number of equity-settled options outstanding under the Equity Incentive Plan were as follows:

 

 

September 30,

2015

 

June 30,

2015

At the beginning

7,613,637

 

10,033,785

Additions

-

 

308,426

Granted

(660,744)

 

(1,883,077)

Disposals

(31,696)

 

(845,497)

At the end

6,921,197

 

7,613,637

 

77


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

34.          Share-based payments (Continued)

 

Established only by subsidiary undertakings

 

BrasilAgro Stock Option Plan

 

For the three-month period ended September 30, 2105, the Group had no charges related to related to the awards granted under the BrasilAgro Stock Option Plan, while for the three-month period ended September 30, 2014, the charge incurred was Ps. 0.3 million.

 

Movements in the number of equity-settled options outstanding and their related weighted average exercise prices under the BrasilAgro Stock Option Plan are as follows:

 

 

 

September 30, 2015

 

 

First tranche

Second tranche

Third tranche

 

 

Option’s

Exercise price

 

Options

Option’s

Exercise price

 

Options

Option’s

Exercise price

 

Options

At the beginning

 

Ps. 8.97

 

233,689

Ps. 8.25

 

206,425

Ps. 8.52

 

206,425

Granted

 

-

 

-

-

 

-

-

 

-

Forfeited

 

-

 

-

-

 

-

-

 

-

Exercised

 

-

 

(233,689)

-

 

-

-

 

-

Expired

 

-

 

-

-

 

-

-

 

-

At the end

 

Ps. 8.97

 

-

Ps. 8.25

 

206,425

Ps. 8.52

 

206,425

 

 

 

June 30, 2015

 

 

First tranche

Second tranche

Third tranche

 

 

Option’s

Exercise price

 

Options

Option’s

Exercise price

 

Options

Option’s

Exercise price

 

Options

At the beginning

 

Ps. 8.97

 

301,848

Ps. 8.25

 

260,952

Ps. 8.52

 

260,952

Granted

 

-

 

-

-

 

-

-

 

-

Cancelled

 

-

 

-

-

 

-

-

 

-

Exercised

 

-

 

-

-

 

-

-

 

-

Expired

 

-

 

(68,159)

-

 

(54,527)

-

 

(54,527)

At the end

 

Ps. 8.97

 

233,689

Ps. 8.25

 

206,425

Ps. 8.52

 

206,425

 

78


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.          Related party transactions

 

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

 

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

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

 

Main transactions conducted with related parties are described in Note 39 to the Consolidated Financial Statements as of June 30, 2015 and 2014.

 

 

79


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.          Related party transactions (Continued)

 

See description of the main transactions conducted with related parties in Note 39 to the Consolidated Financial Statements as of June 30, 2015 and 2014.

 

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

 

Related party

 

Description of transaction

 

Investment in financial assets

Non-current

 

Investment in financial assets Current

 

Trade and other receivables Non-current

 

Trade and other receivables Current

 

Trade and other payables Non-current

 

Trade and other payables Current

 

Borrowings Non-current

 

Borrowings Current

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

1,371

 

-

 

-

 

-

 

-

 

 

Leases and/or rights of use.

 

-

 

-

 

-

 

-

 

(10)

 

(536)

 

-

 

-

New Lipstick LLC

 

Reimbursement of expenses

 

-

 

-

 

-

 

2,646

 

-

 

-

 

-

 

-

Supertel

 

Financial operations

 

-

 

-

 

-

 

34,958

 

-

 

-

 

-

 

-

Lipstick Management LLC

 

Reimbursement of expenses

 

-

 

-

 

-

 

886

 

-

 

-

 

-

 

-

Agro-Uranga S.A

 

Dividends receivable

 

-

 

-

 

-

 

1,960

 

-

 

-

 

-

 

-

 

Purchase of goods and/or services

 

-

 

-

 

-

 

-

 

-

 

(905)

 

-

 

-

 

Receivables on futures and options

 

-

 

-

 

-

 

40

 

-

 

-

 

-

 

-

 

Sale of goods and/or services

 

-

 

-

 

-

 

802

 

-

 

-

 

-

 

-

 

Brokerage

 

-

 

-

 

-

 

-

 

-

 

(5)

 

-

 

-

Agrofy S.A.

 

Contributions to be paid in

 

-

 

-

 

-

 

-

 

-

 

(34)

 

-

 

-

Agro Managers S.A.

 

Reimbursement of expenses

 

 

 

 

 

 

 

297

 

 

 

 

 

 

 

 

Banco Hipotecario S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

1

 

-

 

(886)

 

-

 

-

 

Advances

 

-

 

-

 

-

 

-

 

-

 

(50)

 

-

 

-

 

Commission per supermarket aisle

 

-

 

-

 

-

 

68

 

-

 

-

 

-

 

-

 

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,550)

 

(18,069)

 

Leases and/or rights of use.

 

-

 

-

 

-

 

353

 

-

 

-

 

-

 

-

Banco de Crédito y Securitización

 

Reimbursement of expenses

 

-

 

 

 

-

 

36

 

-

 

-

 

-

 

-

 

 

Non-convertible notes

 

100,000

 

5,671

 

-

 

-

 

-

 

-

 

-

 

-

 

 

Leases and/or rights of use.

 

-

 

-

 

-

 

43

 

-

 

-

 

-

 

-

Total Associates

 

 

 

100,000

 

5,671

 

-

 

43,461

 

(10)

 

(2,416)

 

(5,550)

 

(18,069)

 

80


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.          Related party transactions (Continued)

 

Related party

 

Description of transaction

 

Investment in financial assets

Non-current

 

Investment in financial assets

Current

 

Trade and other receivables Non-current

 

Trade and other receivables Current

 

Trade and other
payables
Non-current

 

Trade and other payables Current

 

Borrowings Non-current

 

Borrowings Current

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cresca S.A.

 

Management fees

 

-

 

-

 

-

 

20

 

-

 

-

 

-

 

-

 

 

Loans granted

 

-

 

-

 

121,421

 

-

 

-

 

-

 

-

 

-

Puerto Retiro S.A.

 

Reimbursement of expenses

 

 

 

 

 

 

 

44

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

 

2,328

 

 

 

 

 

 

 

 

Nuevo Puerto Santa Fe S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

1,096

 

-

 

(5)

 

-

 

-

 

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(8,227)

 

Leases’ collections

 

-

 

-

 

-

 

-

 

-

 

(4)

 

-

 

-

 

Share-based payments

 

-

 

-

 

-

 

514

 

-

 

-

 

-

 

-

 

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

-

 

(735)

 

-

 

-

 

Management fees

 

-

 

-

 

-

 

3,043

 

-

 

-

 

-

 

-

Quality Invest S.A.

 

Management fees

 

-

 

-

 

-

 

22

 

-

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

226

 

-

 

-

 

-

 

-

Baicom Networks S.A.

 

Management fees

 

-

 

-

 

-

 

19

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

1,309

 

-

 

-

 

-

 

-

 

-

 

 

Contributions to be paid in

 

-

 

-

 

-

 

214

 

-

 

-

 

-

 

-

 

 

Reimbursement of expenses

 

-

 

-

 

-

 

28

 

-

 

-

 

-

 

-

Cyrsa S.A.

 

Borrowings

 

-

 

-

 

-

 

-

 

-

 

 

 

(17,208)

 

-

 

Credit due to capital reduction

 

-

 

-

 

-

 

8,847

 

-

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

11

 

-

 

(10)

 

-

 

-

Entretenimiento Universal S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

67

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

-

 

84

 

-

 

-

 

-

 

-

Entertainment Holding S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

138

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

-

 

75

 

-

 

-

 

-

 

-

Total Joint Ventures

 

 

 

-

 

-

 

122,730

 

16,776

 

-

 

(754)

 

(17,208)

 

(8,227)

 

81


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.          Related party transactions (Continued)

 

Related party

 

Description of transaction

 

Investment in financial assets

Non-current

 

Investment in financial assets

Current

 

Trade and other receivables Non-current

 

Trade and other receivables Current

 

Trade and
other
payables

Non-current

 

Trade and other payables Current

 

Borrowings Non-current

 

Borrowings Current

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A. (“CAMSA”)

 

Advances to be recovered

 

-

 

-

 

-

 

-

 

-

 

(6,322)

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

5,181

 

-

 

(53)

 

-

 

-

Estudio Zang, Bergel & Viñes

 

Advances

 

-

 

-

 

-

 

11

 

-

 

-

 

-

 

-

 

Legal services

 

-

 

-

 

-

 

385

 

-

 

(1,128)

 

-

 

-

Fundación IRSA

 

Reimbursement of expenses

 

-

 

-

 

-

 

108

 

-

 

-

 

-

 

-

 

 

 

 

-

 

-

 

-

 

-

 

-

 

(581)

 

-

 

-

Inversiones Financieras del Sur S.A.

 

Financial operations

 

-

 

-

 

-

 

337,406

 

-

 

-

 

-

 

-

 

 

Reimbursement of expenses

 

-

 

-

 

-

 

1,250

 

-

 

-

 

-

 

-

 

 

Dividends

 

-

 

-

 

-

 

359

 

-

 

-

 

-

 

-

Boulevard Norte S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

780

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

-

 

5

 

-

 

-

 

-

 

-

Museo de los Niños

 

Reimbursement of expenses

 

-

 

-

 

-

 

99

 

-

 

(10)

 

-

 

-

 

Leases and/or rights of use

 

-

 

-

 

-

 

776

 

-

 

-

 

-

 

-

Austral Gold

 

Reimbursement of expenses

 

-

 

-

 

-

 

797

 

-

 

-

 

-

 

-

Ogden Argentina S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

121

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

-

 

761

 

-

 

-

 

-

 

-

La Rural S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(39)

 

-

 

-

IFIS Limited

 

Reimbursement of expenses

 

-

 

-

 

-

 

9

 

-

 

-

 

-

 

-

Consultores Venture Capital Uruguay

 

Management fees

 

-

 

-

 

-

 

1,223

 

-

 

-

 

-

 

-

Elsztain Managing Partners

 

Management fees

 

-

 

-

 

-

 

-

 

-

 

(35)

 

-

 

-

Total Other related parties

 

 

 

-

 

-

 

-

 

349,271

 

-

 

(8,168)

 

-

 

-

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

Fees

 

-

 

-

 

-

 

-

 

(4,292)

 

(80,085)

 

-

 

-

 

Advances

 

-

 

-

 

-

 

8,417

 

-

 

-

 

-

 

-

 

Guarantee deposits

 

-

 

-

 

-

 

-

 

(20)

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

39

 

-

 

(13)

 

-

 

-

Total Directors and Senior Management

 

 

 

-

 

-

 

-

 

8,456

 

(4,312)

 

(80,098)

 

-

 

-

Total

 

 

 

100,000

 

5,671

 

122,730

 

417,964

 

(4,322)

 

(91,436)

 

(22,758)

 

(26,296)

 

82


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.             Related party transactions (Continued)

 

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

 

Related party

 

Description of transaction

 

Investment in financial assets

Non-current

 

Investment in financial assets

Current

 

Trade and other receivables Non-current

 

Trade and other receivables Current

 

Trade and
other
payables

Non-current

 

Trade and other payables Current

 

Borrowings Non-current

 

Borrowings Current

 

Derivative financial instruments

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

1,792

 

-

 

-

 

-

 

-

 

-

 

 

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

(25)

 

(722)

 

-

 

-

 

-

New Lipstick LLC

 

Reimbursement of expenses

 

-

 

-

 

-

 

2,567

 

-

 

-

 

-

 

-

 

-

Condor

 

Financial operations

 

-

 

-

 

-

 

29,492

 

-

 

-

 

-

 

-

 

-

Lipstick Management LLC

 

Reimbursement of expenses

 

 

 

 

 

 

 

854

 

 

 

 

 

 

 

 

 

 

Metropolitan

 

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(10)

 

-

 

-

 

-

Agro-Uranga S.A

 

Receivables on futures and options

 

-

 

-

 

-

 

184

 

-

 

-

 

-

 

-

 

-

 

Purchase of goods and/or services

 

-

 

-

 

-

 

-

 

-

 

(807)

 

-

 

-

 

-

 

Commissions receivable

 

-

 

-

 

-

 

12

 

-

 

-

 

-

 

-

 

-

 

Brokerage

 

-

 

-

 

-

 

-

 

-

 

(40)

 

-

 

-

 

-

 

Sale of inputs

 

-

 

-

 

-

 

595

 

-

 

-

 

-

 

-

 

-

Agro Managers S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

297

 

-

 

-

 

-

 

-

 

-

Banco Hipotecario S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(117)

 

-

 

-

 

-

 

Advances

 

-

 

-

 

-

 

-

 

-

 

(1,428)

 

-

 

-

 

-

 

Commissions per supermarket aisle

 

-

 

-

 

-

 

68

 

-

 

-

 

-

 

-

 

-

 

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,674)

 

(22,155)

 

-

 

Leases and/or rights of use

 

-

 

-

 

-

 

762

 

-

 

-

 

-

 

-

 

-

Banco de Crédito y

 

Reimbursement of expenses

 

-

 

-

 

-

 

1,766

 

-

 

-

 

-

 

-

 

-

Securitización

 

Leases and/or rights of use

 

-

 

-

 

-

 

42

 

-

 

-

 

-

 

-

 

-

 

 

Non-convertible notes

 

100,000

 

452

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total Associates

 

 

 

100,000

 

452

 

-

 

38,431

 

(25)

 

(3,124)

 

(7,674)

 

(22,155)

 

-

 

83


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.          Related party transactions (Continued)

 

Related party

 

Description of transaction

 

Investment in financial assets

Non-current

 

Investment in financial assets

Current

 

Trade and other receivables Non-current

 

Trade and other receivables Current

 

Trade and
other
payables

Non-current

 

Trade and other payables Current

 

Borrowings Non-current

 

Borrowings Current

 

Derivative financial instruments

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cresca S.A.

 

Management fees

 

-

 

-

 

-

 

29

 

-

 

-

 

-

 

-

 

-

 

Loans granted

 

-

 

-

 

114,446

 

-

 

-

 

-

 

-

 

-

 

-

Puerto Retiro S.A.

 

Borrowings

 

-

 

-

 

-

 

2,148

 

-

 

-

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

257

 

-

 

-

 

-

 

-

 

-

Nuevo Puerto Santa Fe S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

543

 

-

 

(5)

 

-

 

-

 

-

 

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(7,826)

 

-

 

Share-based payments

 

-

 

-

 

-

 

467

 

-

 

-

 

-

 

-

 

-

 

Leases’ collections

 

-

 

-

 

-

 

-

 

-

 

(4)

 

-

 

-

 

-

 

Leases and/or rights of use

 

-

 

-

 

-

 

-

 

-

 

(594)

 

-

 

-

 

-

 

Management fees

 

-

 

-

 

-

 

2,644

 

-

 

-

 

-

 

-

 

-

Quality Invest S.A.

 

Management fees

 

-

 

-

 

-

 

22

 

-

 

-

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

233

 

-

 

-

 

-

 

-

 

-

Baicom Networks S.A.

 

Management fees

 

-

 

-

 

-

 

16

 

-

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

1,275

 

222

 

-

 

-

 

-

 

-

 

-

 

 

Contributions to be paid in

 

-

 

-

 

-

 

10

 

-

 

-

 

-

 

-

 

-

 

 

Reimbursement of expenses

 

-

 

-

 

-

 

924

 

-

 

-

 

-

 

-

 

-

Cyrsa S.A

 

Credit due to capital reduction

 

-

 

-

 

-

 

8,847

 

-

 

-

 

-

 

-

 

-

.

 

Borrowings

 

-

 

-

 

-

 

-

 

-

 

-

 

(14,438)

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

11

 

-

 

(23)

 

-

 

-

 

-

Entretenimiento

 

Reimbursement of expenses

 

-

 

-

 

-

 

115

 

-

 

-

 

-

 

-

 

-

Universal S.A.

 

Borrowings

 

-

 

-

 

-

 

80

 

-

 

-

 

-

 

-

 

-

Entertainment Holding S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

211

 

-

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

-

 

72

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures

 

 

 

-

 

-

 

115,721

 

16,851

 

-

 

(626)

 

(14,438)

 

(7,826)

 

-

 

84


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.          Related party transactions (Continued)

 

Related party

 

Description of transaction

 

Investment in financial assets

Non-current

 

Investment in financial assets

Current

 

Trade and other receivables Non-current

 

Trade and other receivables Current

 

Trade and
other
payables
Non-current

 

Trade and other payables Current

 

Borrowings Non-current

 

Borrowings Current

 

Derivative financial instruments

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAMSA

 

Management fees

 

-

 

-

 

-

 

-

 

-

 

(6,743)

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

7,292

 

-

 

-

 

-

 

-

 

-

Estudio Zang, Bergel & Viñes

 

Advances

 

-

 

-

 

-

 

33

 

-

 

-

 

-

 

-

 

-

 

Legal services

 

-

 

-

 

-

 

377

 

-

 

(1,185)

 

-

 

-

 

-

Estudio Managing Partners

 

Management fees

 

-

-

-

 

-

 

-

 

-

 

(34)

 

-

 

-

 

-

Fundación IRSA

 

Reimbursement of expenses

 

-

 

-

 

-

 

102

 

-

 

-

 

-

 

-

 

-

Inversiones Financieras del Sur S.A.

 

Financial operations

 

-

 

-

 

-

 

323,018

 

-

 

-

 

-

 

-

 

-

 

 

Dividends receivables

 

-

 

-

 

-

 

359

 

-

 

-

 

-

 

-

 

-

Museo de los Niños

 

Reimbursement of expenses

 

-

 

-

 

-

 

94

 

-

 

-

 

-

 

-

 

-

 

 

Leases and/or rights of use

 

-

 

-

 

-

 

750

 

-

 

-

 

-

 

-

 

-

Austral Gold

 

Reimbursement of expenses

 

-

 

-

 

-

 

331

 

-

 

(1)

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

-

 

5

 

-

 

-

 

-

 

-

 

-

Boulevard Norte S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

881

 

-

 

-

 

-

 

-

 

-

Ogden Argentina S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

250

 

-

 

-

 

-

 

-

 

-

 

 

Borrowings

 

-

 

-

 

-

 

724

 

-

 

-

 

-

 

-

 

-

La Rural S.A.

 

Reimbursement of expenses

 

-

 

-

 

-

 

-

 

-

 

(39)

 

-

 

-

 

-

Consultores Venture Capital Uruguay

 

Management fees

 

-

 

-

 

-

 

1,125

 

-

 

-

 

-

 

-

 

-

Total Other related parties

 

 

 

-

 

-

 

-

 

335,341

 

-

 

(8,002)

 

-

 

-

 

-

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

Fees

 

 

 

 

 

 

 

 

 

-

 

(41,634)

 

-

 

-

 

-

 

Advances

 

-

 

-

 

-

 

317

 

-

 

-

 

-

 

-

 

-

 

Guarantee deposits

 

-

 

-

 

-

 

-

 

(21)

 

-

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

-

 

-

 

40

 

-

 

(15)

 

-

 

-

 

-

Total Directors and Senior Management

 

 

 

-

 

-

 

-

 

357

 

(21)

 

(41,649)

 

-

 

-

 

-

Total

 

 

 

100,000

 

452

 

115,721

 

390,980

 

(46)

 

(53,401)

 

(22,112)

 

(29,981)

 

-

 

85


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

35.          Related party transactions (Continued)

 

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

 

Related party

 

Leases and/or rights

to use

 

Administration and management fees

 

Sale of goods and/or services

 

Compensation of Directors and senior management

 

Legal services

 

Financial operations

 

Commissions

 

Donations

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

-

 

-

 

874

 

-

 

-

 

-

 

-

 

-

Tarshop S.A.

 

2,502

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Banco Crédito y Securitización S.A.

 

1,259

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Banco Hipotecario S.A.

 

583

 

-

 

-

 

-

 

-

 

(1,290)

 

-

 

-

Total Associates

 

4,344

 

-

 

874

 

-

 

-

 

(1,290)

 

-

 

-

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

 

-

 

-

 

-

 

-

 

-

 

(693)

 

-

 

-

Baicom Networks S.A.

 

-

 

3

 

-

 

-

 

-

 

16

 

-

 

-

Nuevo Puerto Santa Fe S.A.

 

(142)

 

523

 

-

 

-

 

-

 

(404)

 

-

 

-

Entretenimiento Universal S.A.

 

-

 

-

 

-

 

-

 

-

 

3

 

-

 

-

Entertainment Holdings S.A.

 

-

 

-

 

-

 

-

 

-

 

3

 

-

 

-

Puerto Retiro S.A.

 

-

 

-

 

-

 

-

 

-

 

180

 

-

 

-

Quality Invest S.A.

 

-

 

54

 

-

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures

 

(142)

 

580

 

-

 

-

 

-

 

(895)

 

-

 

-

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A. (CAMSA)

 

127

 

(11,617)

 

-

 

-

 

-

 

-

 

-

 

-

Inversiones Financieras del Sur S.A.

 

-

 

-

 

-

 

-

 

-

 

1,585

 

-

 

-

Estudio Zang, Bergel & Viñes

 

-

 

-

 

-

 

-

 

(1,783)

 

-

 

-

 

-

Fundación IRSA

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

96

Hamonet S.A.

 

(138)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Isaac Elsztain e Hijos S.C.A.

 

(264)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Condor Hospitality Trust Inc. (formerly Supertel Hospitality Inc., due to change of corporate name).

 

-

 

-

 

-

 

-

 

-

 

(126,019)

 

-

 

-

Ogden Argentina S.A.

 

 

 

-

 

-

 

-

 

-

 

37

 

-

 

-

Total Other related parties

 

(275)

 

(11,617)

 

-

 

-

 

(1,783)

 

(124,397)

 

-

 

96

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

-

 

-

 

-

 

(39,396)

 

-

 

-

 

-

 

-

Senior Management

 

-

 

-

 

-

 

(2,649)

 

-

 

-

 

-

 

-

Total Directors and Senior Management

 

-

 

-

 

-

 

(42,045)

 

-

 

-

 

-

 

-

Total

 

3,927

 

(11,037)

 

874

 

(42,045)

 

(1,783)

 

(126,582)

 

-

 

96

 

86


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

35.       Related party transactions (Continued)

 

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

 

 

Related party

 

Leases and/or rights

to use

 

Management fees

 

Sale of goods and/or services

 

Compensation of Directors and senior management

 

Legal services

 

Financial operations

 

Donations

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

-

 

-

 

2,129

 

-

 

-

 

-

 

-

Tarshop S.A.

 

2,219

 

 

 

-

 

-

 

-

 

-

 

-

Banco Crédito y Securitización S.A.

 

915

 

-

 

-

 

-

 

-

 

-

 

-

Banco Hipotecario S.A.

 

148

 

-

 

-

 

-

 

-

 

(696)

 

-

Total Associates

 

3,282

 

-

 

2,129

 

-

 

-

 

(696)

 

-

Joint Ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

 

-

 

-

 

-

 

-

 

-

 

(5,606)

 

-

Baicom Networks S.A.

 

-

 

3

 

-

 

-

 

-

 

34

 

-

Nuevo Puerto Santa Fe S.A.

 

(239)

 

310

 

-

 

-

 

-

 

(300)

 

-

Puerto Retiro S.A.

 

-

 

-

 

-

 

-

 

-

 

277

 

-

Quality Invest S.A.

 

-

 

54

 

-

 

-

 

-

 

-

 

-

Total Joint Ventures

 

(239)

 

367

 

-

 

-

 

-

 

(5,595)

 

-

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A. (CAMSA)

 

-

 

79

 

-

 

-

 

-

 

-

 

-

Inversiones Financieras del Sur S.A.

 

-

 

-

 

-

 

-

 

-

 

3,298

 

-

Fundación IRSA

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,159)

Estudio Zang, Bergel & Viñes

 

-

 

-

 

-

 

-

 

(971)

 

-

 

-

Hamonet S.A.

 

(123)

 

-

 

-

 

-

 

-

 

-

 

-

Isaac Elsztain e Hijos S.C.A.

 

(237)

 

-

 

-

 

-

 

-

 

-

 

-

Total Other related parties

 

(360)

 

79

 

-

 

-

 

(971)

 

3,298

 

(1,159)

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

-

 

-

 

-

 

(20,745)

 

-

 

-

 

-

Senior Management

 

-

 

-

 

-

 

(3,973)

 

-

 

-

 

-

Total Directors and Senior Management

 

-

 

-

 

-

 

(24,718)

 

-

 

-

 

-

Total

 

2,683

 

446

 

2,129

 

(24,718)

 

(971)

 

(2,993)

 

(1,159)

 

87


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

36.          CNV General Resolution N° 622

 

As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Consolidated Financial Statements that disclosure the information required by the Resolution in Exhibits.

 

Exhibit A - Property, plant and equipment

Note 10 - Investment properties

 

Note 11 - Property, plant and equipment

Exhibit B - Intangible assets

Note 13 - Intangible assets

Exhibit C - Equity investments

Note 37 - Investments in associates and joint ventures

Exhibit D - Other investments

Note 16 - Financial instruments by category

Exhibit E - Provisions

Note 18 - Trade and other receivables

 

Note 24 - Provisions

Exhibit F - Cost of sale and services

Note 38 - Cost of sales and services provided

Exhibit G - Foreign currency assets and liabilities

Note 39 - Foreign currency assets and liabilities

Exhibit H - Exhibit of expenses

Note 30 - Expenses by nature

 

 

88


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

37.          Investments in associates and joint ventures

 

Issuer and type

of securities

Class

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer´s information

% of ownership interest in common stock

Main

activity

Place of business / country of incorporation

Last financial statement issued

Common stock (nominal value)

Income (loss) for the period

Shareholders' equity

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agrofy S.A.

Shares

45,230

(181)

-

Not publicly traded

Agricultural

Argentina

8,512

(253)

47,180

35.72%

 

Intergroup

transactions

 

(225)

-

 

 

 

 

 

 

 

 

 

 

(406)

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agromanagers S.A.

Shares

981,029

1,764

1,996

Not publicly traded

Investment

Argentina

2,094

(327)

3,936

46.84%

 

Goodwill

 

796

796

 

 

 

 

 

 

 

 

 

 

2,560

2,792

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

Agrouranga S.A.

Shares

893,069

16,854

19,371

Not publicly traded

Agricultural

Argentina

2,500

(8,358)

43,472

35.72%

 

Higher value

 

11,179

11,179

 

 

 

 

 

 

 

 

 

 

28,033

30,550

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

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

Shares

3,984,375

16,744

15,814

Not publicly traded

Financing

Argentina

62,500

7,014

246,906

6.38%

   

 

16,744

15,814

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario S.A. (1)

Shares

449,804,237

1,420,318

1,351,718

5.95

Financing

Argentina

1,500,000

176,081

4,531,034

29.99%

 

Higher value

120

(380)

 

 

 

 

 

 

 

 

Goodwill

 

4,904

4,904

 

 

 

 

 

 

 

   

 

1,425,342

1,356,242

 

 

 

 

 

 

 

   

 

 

 

     

 

 

 

 

IDB Development Corporation Ltd.

Shares

280,247,664

1,016,664

1,528,687

1.97 (3)

Investment

Israel

N/A

N/A

N/A

49.00%

 

 

 

1,016,664

1,528,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lipstick Management LLC

Shares

N/A

3,121

2,759

Not publicly traded

Management company

United States

N/A

(2) 142

(2) 584

49.00%

 

Irrevocable contributions

 

-

68

     

 

 

 

 

 

 

 

3,121

2,827

     

 

 

 

 

 

89


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

37.       Investments in associates and joint ventures (Continued)

 

Issuer and type

of securities

Class

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer´s information

% of ownership interest in common stock

Main

activity

Place of business / country of incorporation

Last financial statement issued

Common stock (nominal value)

Income (loss) for the period

Shareholders' equity 

 

 

 

 

       

 

 

 

 

Manibil S.A.

Shares

37,747,880

49,670

39,195

Not publicly traded

Real Estate

Argentina

77,037

3,170

96,291

49.00%

 

Irrevocable contributions

 

10,000

7,350

     

 

 

 

 

 

Goodwill

 

10

10

     

 

 

 

 

   

 

59,680

46,555

     

 

 

 

 

   

 

 

 

     

 

 

 

 

New Lipstick LLC

Shares

N/A

(397,910)

(346,149)

Not publicly traded

Real Estate

United States

N/A

(2) (24,796)

(2) (97,224)

49.87%

 

Irrevocable contributions

 

13,829

1,522

     

 

 

 

 

 

 

 

(384,081)

(344,627)

     

 

 

 

 

   

 

 

 

     

 

 

 

 

Condor Hospitality Trust Inc.

Shares

1,261,723

18,575

(18,304)

Not publicly traded

Management company

United States

(2) 47

(2) (6,243)

(2) (14,875)

25.63%

 

 

 

18,575

(18,304)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

Shares

 

48,759,288

 

12,098

 

14,253

Not publicly traded

Consumer financing

Argentina

-

-

-

20.00%

 

Irrevocable contributions

32,500

22,000

 

 

 

 

 

 

 

 

Higher value

(3,642)

(3,851)

     

 

 

 

 

 

 

 

40,956

32,402

     

 

 

 

 

Total Associates

 

 

2,227,188

2,652,938

 

 

 

 

 

 

 

   

 

 

 

     

 

 

 

 

Joint Ventures

 

 

 

 

     

 

 

 

 

   

 

 

 

     

 

 

 

 

Baicom Networks S.A.

Shares

4,701,455

2,487

2,235

Not publicly traded

Real Estate

Argentina

9,403

(1,130)

5,449

50.00%

 

Irrevocable contributions

 

340

340

     

 

 

 

 

 

Higher value

 

276

276

     

 

 

 

 

   

 

3,103

2,851

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cresca S.A.

Shares

N/A

177,830

89,104

Not publicly traded

Agricultural

Paraguay

69,077

1,775

128,235

50.00%

 

Irrevocable contributions

 

-

87,080

     

 

 

 

 

   

 

177,830

176,184

     

 

 

 

 

   

 

 

 

     

 

 

 

 

 

Cyrsa S.A.

 

Shares

 

8,748,269

18,611

17,532

Not publicly traded

Real Estate

Argentina

17,497

12,745

33,503

50.00%

 

Higher value

123

123

 

 

 

 

 

 

 

   

 

18,734

17,655

 

 

 

 

 

 

 

 

90


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

37.          Investments in associates and joint ventures (Continued)

 

Issuer and type

of securities

Class

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer´s information

% of ownership interest in common stock

Main

activity

Place of business / country of incorporation

Last financial statement issued

Common stock (nominal value)

Income (loss) for the period

Shareholders' equity

 

Entertainment Holdings S.A.

 

Shares

 

22,395,574

15,775

17,181

Not publicly traded

Investment

Argentina

44,791

4,964

44,051

50.00%

 

Irrevocable contributions

 

100

100

     

 

 

 

 

 

Goodwill

 

26,647

26,647

     

 

 

 

 

 

Higher value

 

(23,192)

(23,192)

     

 

 

 

 

   

 

19,330

20,736

     

 

 

 

 

   

 

 

 

     

 

 

 

 

Entretenimiento Universal S.A.

Shares

300

21

10

Not publicly traded

Event organization and others

Argentina

12

2,990

1,298

2.5%

 

 

 

21

10

     

 

 

 

 

 

 

 

 

 

     

 

 

 

 

 

Nuevo Puerto Santa Fe S.A.

 

Shares

 

138,750

26,088

23,675

Not publicly traded

Commercial

Argentina

27,750

6,819

44,702

50.00%

 

Goodwill

 

1,323

1,323

 

real estate

 

 

 

 

 

 

Higher value

 

3,761

3,805

     

 

 

 

 

 

 

 

31,172

28,803

     

 

 

 

 

   

 

 

 

     

 

 

 

 

 

Puerto Retiro S.A.

Shares

 

23,067,250

16,207

16,536

Not publicly traded

Real Estate

Argentina

46,135

(2,071)

32,764

50.00%

 

Higher value

41,160

41,160

     

 

 

 

 

 

 

 

57,367

57,696

     

 

 

 

 

   

 

 

 

     

 

 

 

 

 

Quality Invest S.A.

 

Shares

 

70,314,342

71,896

66,967

Not publicly traded

Real Estate

Argentina

140,629

6,953

149,757

50.00%

 

Irrevocable contributions

-

6,500

 

 

 

 

 

 

 

 

Higher value

1,015

1,017

     

 

 

 

 

   

72,911

74,484

     

 

 

 

 

Total Joint Ventures

 

 

380,468

378,419

     

 

 

 

 

Total investments in associates and joint ventures as of 09.30.15

 

 

(*) 2,607,656

-

 

 

 

 

 

 

 

Total investments in associates and joint ventures as of 06.30.15

 

 

-

(*) 3,031,357

 

 

 

 

 

 

 

 

(*)   Include a balance of Ps. (384,488) and Ps. (362,931) reflecting interests in companies with negative equity as of September 30, 2015 and June 30, 2015, respectively, which is reclassified to “Provisions” (Note 24).

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

(2)   Amounts stated in US dollar.

(3)   Market value in NIS.

91


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

38.          Cost of sales and services provided

 

Description

Agricultural business

Urban properties and investments business

 

Total as of 09.30.14

Biological assets

Inventories

Agricultural services

Subtotal Agricultural business

Services and other operating costs

Trading properties

Hotels inventories

Others

Subtotal Urban properties and investments business

 

Total as of 09.30.15

Inventories as of the period / year

405,842

483,922

-

889,764

-

132,954

6,926

-

139,880

(i) 1,029,644

(ii) 909,320

 

 

 

 

 

 

 

 

 

 

 

 

Initial recognition and changes in the fair value of biological assets and agriculture produce at the point of harvest

28,969

11,094

-

40,063

-

-

-

-

-

40,063

36,120

 

 

 

 

 

 

 

 

 

 

 

 

Changes in the net realizable value of agriculture produce after harvest

-

(8,933)

-

(8,933)

-

-

-

-

-

(8,933)

(22,021)

 

 

 

 

 

 

 

 

 

 

 

 

Decrease due to harvest

-

170,504

-

170,504

-

-

-

-

-

170,504

302,000

Acquisitions and classifications

188

337,346

-

337,534

-

-

-

-

-

337,534

336,545

Consume

(195)

(85,825)

-

(86,020)

-

-

-

-

-

(86,020)

(94,153)

Additions

-

-

-

-

-

103

166

-

269

269

57

Disposals

-

-

-

-

-

(1,400)

(81)

-

(1,481)

(1,481)

(681)

Expenses incurred

-

24,255

17,219

41,474

349,999

4,559

81,563

32

436,153

477,627

390,679

Currency translation adjustment

-

(8,442)

-

(8,442)

-

(3,945)

-

-

(3,945)

(12,387)

(13,219)

Inventories as of the period / year

(386,616)

(444,830)

-

(831,446)

-

(127,712)

(7,011)

-

(134,723)

(iii) (966,169)

(iv) (864,524)

Costs as of 09.30.15

48,188

479,091

17,219

544,498

349,999

4,559

81,563

32

436,153

980,651

-

Costs as of 09.30.14

54,206

556,546

14,001

624,753

286,098

2,907

66,291

74

355,370

-

980,123

(i)    Includes Ps. (18,056) corresponding to materials and inputs of IRSA and FyO and Ps. (2,446) of meet due for slaughtering of SACPSA as of June 30, 2015. Does not include Ps. 690 corresponding to fattening.

(ii)   Includes Ps. (10,952) corresponding to materials and inputs of IRSA as of June 30, 2014.

(iii)  Includes Ps. (15,664) corresponding to materials and inputs of IRSA as of September 30, 2015. Does not include Ps. 555 corresponding to fattening (Biological assets).

(iv)  Includes Ps. (12,422) corresponding to materials and inputs of IRSA and FyO as of September 30, 2014.

92


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

39.          Foreign currency assets and liabilities

 

Book amounts of foreign currency assets and liabilities as of September 30, 2015 and June 30, 2015 are as follows:

 

Items (3)

 

Amount of foreign currency (2)

 

Prevailing exchange rate (1)

 

Total as of 09.30.15

 

Amount of foreign currency (2)

 

Prevailing exchange rate (1)

 

Total as of 06.30.15

Assets

 

                     

Trade and other receivables

 

 

 

 

 

 

           

Uruguayan Peso

 

1,159

 

0.323

 

374

 

1,193

 

0.335

 

400

US Dollar

 

18,269

 

8.988

 

164,199

 

29,288

 

8.988

 

263,241

Euros

 

0.5997

 

10.005

 

6

 

0.2998

 

10.005

 

3

Trade and other receivables related parties

 

 

 

 

 

 

           

US Dollar

 

11,103

 

9.088

 

100,907

 

10,284

 

9.088

 

93,463

Total trade and other receivables

 

 

 

 

 

265,486

         

357,107

Investment in financial assets

 

 

 

 

 

 

           

US Dollar

 

48,045

 

8.988

 

431,831

 

26,618

 

8.988

 

239,246

New Israel Shekel

 

2,834

 

2.401

 

6,807

 

2,672

 

2.381

 

6,361

Uruguayan Peso

 

626

 

14.134

 

8,854

 

721

 

14.134

 

10,196

Total Investment in financial assets

 

 

 

 

 

447,492

         

255,803

Derivative financial instruments

 

 

 

 

 

 

           

US Dollar

 

12,797

 

8.988

 

115,015

 

1,145

 

8.988

 

10,294

New Israel Shekel

 

149,737

 

2.401

 

359,591

 

95,936

 

2.381

 

228,415

Financial instruments related parties

 

 

 

 

 

 

           

US Dollar

 

3,171

 

9.088

 

28,816

 

3,169

 

9.088

 

28,798

Total Derivative financial instruments

 

 

 

 

 

503,422

         

267,507

Cash and cash equivalents

 

 

 

 

 

 

           

Uruguayan Peso

 

68

 

0.323

 

22

 

54

 

0.335

 

18

US Dollar

 

78,270

 

8.988

 

703,487

 

38,775

 

8.988

 

348,509

Euros

 

119

 

10.005

 

1,190

 

114

 

10.005

 

1,140

Swiss francs

 

-

 

9.665

 

1

 

-

 

9.728

 

1

New Israel Shekel

 

20

 

2.401

 

47

 

967

 

2.381

 

2,304

Pounds

 

1

 

14.134

 

11

 

2

 

14.134

 

32

Yenes

 

41

 

0.073

 

3

 

41

 

-

 

3

Brazilian Reais

 

13

 

3.000

 

39

 

12

 

3.000

 

35

Total Cash and cash equivalents

 

 

 

 

 

704,800

         

352,042

 

93


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

39.          Foreign currency assets and liabilities (Continued)

 

Items (3)

 

Amount of foreign currency (2)

 

Prevailing exchange rate (1)

 

Total as of 09.30.15

 

Total as of 06.30.15

 

Prevailing exchange rate (1)

 

Amount of foreign currency (2)

Liabilities

 

                     

Trade and other payables

 

 

 

 

 

 

           

Uruguayan Peso

 

214

 

0.322

 

69

 

99

 

0.334

 

33

US Dollar

 

14,291

 

9.088

 

129,873

 

13,007

 

9.088

 

118,212

Euros

 

0.3945

 

10.140

 

4

 

0.39

 

10.140

 

4

Trade and other payables related parties

 

 

 

 

 

 

           

US Dollar

 

12

 

9.088

 

110

 

4

 

9.088

 

34

Total trade and other payables

 

 

 

 

 

130,056

         

118,283

Borrowings

 

 

 

 

 

 

           

US Dollar

 

658,204

 

9.088

 

5,981,761

 

616,036

 

9.088

 

5,598,537

Total borrowings

 

 

 

 

 

5,981,761

         

5,598,537

Derivative financial instruments

 

 

 

 

 

 

           

US Dollar

 

1,785

 

9.088

 

16,222

 

944

 

9.088

 

8,580

New Israel Shekel

 

208,112

 

2.4014

 

499,779

 

210,248

 

2.3809

 

500,580

Total Derivative financial instruments

 

 

 

 

 

516,001

         

509,160

Provisions

 

 

 

 

 

 

           

US Dollar

 

10

 

9.088

 

94

 

10

 

9.088

 

91

Total provisions

 

 

 

 

 

94

         

91

Payroll and social security liabilities

 

 

 

 

 

 

           

Uruguayan Peso

 

329

 

0.323

 

106

 

587

 

0.335

 

197

Total Payroll and social security liabilities

 

 

 

 

 

106

         

197

 

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

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

(3)   The Company uses derivative financial instruments as complement in order to reduce its exposure to exchange rate movements (Note 20).

 

94


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

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

 

Documentation storage provider

 

Location

Bank S.A.

 

Gral. Rivas 401, Avellaneda, Province of Buenos Aires

   

Ruta Panamericana Km 37,5, Garín, Province of Buenos Aires

   

Av. Fleming 2190, Munro, Province of Buenos Aires

 

   

Carlos Pellegrini 1401, Avellaneda, Province of Buenos Aires

     

Iron Mountain Argentina S.A.

 

Av. Amancio Alcorta 2482, Autonomous City of Buenos Aires

 

Pedro de Mendoza 2143, Autonomous City of Buenos Aires

 

Saraza 6135, Autonomous City of Buenos Aires

 

Azara 1245, Autonomous City of Buenos Aires

 

Polígono industrial Spegazzini, Autopista Ezeiza Km 45, Cañuelas, Province of Buenos Aires

   

Cañada de Gomez 3825, Autonomous City of Buenos Aires

 

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

 

On February 5, 2014 there was a widely known fire in Iron Mountain’s warehouse, which company is a supplier of the Group and where Group’s documentation was being kept. Based on the internal review carried out by the Group, duly reported to the CNV on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal operations.

 

95


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

41.          Subsequent events

 

·       On the balance sheet date, Cresud has sold, through various market transactions, 410,181 ADR's representing 10 common share of IRSA (N.V. Ps. 1 per share) in the amount of US$ 7.1 million. Thus, the Group’s investment in IRSA would decline by 1.1%.

 

·       On October 30, 2015, the General Ordinary and Extraordinary Shareholders’ Meeting of the Company was held, where it was decided to adjourn the meeting to November 26, 2015, the following items:

 

-        Consideration of the income for the year ended June 30, 2015, which amounted to Ps. 114 million. Consideration of payment of a cash dividend for a total amount of up to Ps. 88.1 million.

-        Consideration of the treatment to be afforded to treasury stock.

-        Consideration of the treatment for the Paid-in Capital account and the consideration of the reserve’s reclassification.

 

Furthermore, the meeting approved the directors’ compensation in the amount of Ps. 14.3 million; it was decided not to compensate the members of the Statutory Audit Committee; it approved the amount to be paid on account of the tax on personal assets of shareholders; the Board of Directors was entrusted with the implementation of a new Service Sharing Agreement; it decided to increase the amount of the Program, which amounts currently to a maximum outstanding amount of up to US$ 300 million, by an additional amount of up to US$ 200 million.

 

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

 

96


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

41.          Subsequent events (Continued)

 

·       On October 30, 2015, the Annual Shareholders' Meeting of IRSA Propiedades Comerciales corresponding to the fiscal year ended June 30, 2015, approved, among others, the following issues: (i) appropriate the sum of Ps. 283.6 million to payment cash dividends; (ii) ratify the interim dividend approved by Shareholder's Meeting dated June 13, 2015 in the amount of Ps. 298.5 million; (iii) approve the Director's fees in the amount of Ps. 76.4 million and (iv) approve the increase in the amount of the Global issuance Program of Non-Convertible Notes for a maximum outstanding amount up to US$ 500 million, for an additional amount of US$ 100 million.

 

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

 

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

 

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

 

IDBD

 

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

 

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

 

97


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

41.          Subsequent events (Continued)

 

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

 

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

 

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

 

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

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

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

 

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

 

98


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

41.          Subsequent events (Continued)

 

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

 

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

 

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

 

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

 

99


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

41.          Subsequent events (Continued)

 

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

 

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

 

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

 

 

100


 
 

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

 

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

 

 

To the Shareholders, President and Directors of

Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria

Legal address: Moreno 877 – 23° floor

Autonomous City Buenos Aires

Tax Code No. 30-50930070-0

 

Introduction

 

 

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

 

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

 

Management responsibility

 

 

The Board of Directors of the Company is responsible for the preparation and presentation of  these unaudited condensed interim consolidated financial statements  in accordance with the International Financial Reporting Standards , adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE)  as professional accounting standards and added by the National Securities Commission (CNV) to its regulations as approved by the International Accounting Standard Board (IASB) and , for this reason,  is responsible for the preparation and presentation of the unaudited condensed interim consolidated  financial statements mentioned in first paragraph according to the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34).

 

 

 


 
 

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

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS (Continued)

 

 

 

Scope of our review

 

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

 

Conclusion

 

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

 

Report on compliance with current regulations

 

In accordance with current regulations, we report about Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria that:

 

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

 

b)          the unaudited condensed interim separate financial statements of  Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria arise from accounting records carried in all formal aspects in conformity with the applicable legal provisions;

 

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

 

 

 

 

 


 
 

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

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS (Continued)

 

 

d)          at September 30, 2015, the debt of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria owed in favor of the Argentina Integrated Pension System which arises from accounting records and submissions amounted to Ps. 11,601,845 which was no callable at that date.

 

 

 

 

Autonomous City of Buenos Aires, November 11, 2015

 

 

 

 

 

PRICE WATERHOUSE & Co. S.R.L.

 

 

                                  (Partner)

C.P.C.E.C.A.B.A. Tº 1 Fº 17

Dr. Carlos Martín Barbafina

Public Accountant (U.C.A.)

C.P.C.E.C.A.B.A. Tº 175 Fº 65

 

 

 

 

 


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Financial Position

as of September 30, 2015 and June 30, 2015

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

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

 

 

Note

09.30.15

 

06.30.15

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Investment properties

7

9,795

 

10,871

Property, plant and equipment

8

474,259

 

470,862

Intangible assets

9

17,528

 

17,731

Biological assets

10

356,823

 

345,757

Investments in subsidiaries, associates and joint ventures

6

2,642,831

 

2,884,629

Deferred income tax assets

21

520,214

 

446,802

Income tax and minimum presumed income tax credits

 

51,935

 

51,935

Trade and other receivables

13

-

 

12

Total Non-current assets

 

4,073,385

 

4,228,599

Current assets

 

 

 

 

Biological assets

10

78,633

 

112,745

Inventories

11

320,743

 

337,327

Income tax and minimum presumed income tax credits

 

6,019

 

7,891

Trade and other receivables

13

393,547

 

408,942

Derivative financial instruments

15

577

 

-

Investment in financial assets

14

49,293

 

52,871

Cash and cash equivalents

16

24,980

 

17,694

Total Current assets

 

873,792

 

937,470

TOTAL ASSETS

 

4,947,177

 

5,166,069

SHAREHOLDERS’ EQUITY

 

 

 

 

Share capital

 

495,015

 

494,777

Treasury stock

 

6,628

 

6,866

Inflation adjustment of share capital

 

64,561

 

64,530

Inflation adjustment of treasury stock

 

864

 

895

Share premium

 

659,464

 

659,464

Additional paid-in capital from treasury stock.

 

14,952

 

12,678

Cost of treasury stock.

 

(32,198)

 

(32,198)

Changes in interest in subsidiaries

 

48,668

 

53,806

Cumulative translation adjustment

 

350,151

 

463,297

Equity-settled compensation

 

83,719

 

81,988

Reserve for the acquisition of securities issued by the Company

 

32,198

 

32,198

Retained earnings

 

(173,928)

 

117,559

TOTAL SHAREHOLDERS’ EQUITY

 

1,550,094

 

1,955,860

LIABILITIES

 

 

 

 

Non-current liabilities

 

 

 

 

Trade and other payables

17

789

 

865

Borrowings

20

2,354,790

 

2,077,694

Provisions

19

2,093

 

10,076

Total Non-current liabilities

 

2,357,672

 

2,088,635

Current Liabilities

 

 

 

 

Trade and other payables

17

150,592

 

148,616

Payroll and social security liabilities

18

39,407

 

57,592

Borrowings

20

846,119

 

911,120

Derivative financial instruments

15

1,513

 

2,663

Provisions

19

1,780

 

1,583

Total Current liabilities

 

1,039,411

 

1,121,574

TOTAL LIABILITIES

 

3,397,083

 

3,210,209

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

4,947,177

 

5,166,069

 

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

Fernando A. Elsztain

Director

1


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Income

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

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

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

 

 

 

Note

09.30.15

 

09.30.14

 

Revenues

23

279,339

 

321,382

 

Costs

24

(325,597)

 

(408,594)

 

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

 

106,606

 

144,537

 

Changes in the net realizable value of agricultural produce after harvest

 

(8,330)

 

(14,822)

 

Gross Profit

 

52,018

 

42,503

 

General and administrative expenses

25

(34,311)

 

(24,677)

 

Selling expenses

25

(67,500)

 

(54,475)

 

Other operating results, net

27

667

 

4,683

 

Loss from operations

 

(49,126)

 

(31,966)

 

Share of loss of subsidiaries, associates and joint ventures

6

(152,418)

 

(7,873)

 

Loss before financing and taxation

 

(201,544)

 

(39,839)

 

Finance incomes

28

6,506

 

10,585

 

Finance costs

28

(167,112)

 

(145,558)

 

Other financial results

28

(3,413)

 

(9,317)

 

Financial results, net

28

(164,019)

 

(144,290)

 

Loss before Income tax

 

(365,563)

 

(184,129)

 

Income tax gain

21

73,412

 

62,124

 

Loss for the period

 

(292,151)

 

(122,005)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share for the period:

 

 

 

 

 

Basic

 

(0.59)

 

(0.25)

 

Diluted

 

(0.59)

(i)

(0.25)

(i)

 

(i)      Due to the loss for the period, there is no diluted effect on this result.

 

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

Fernando A. Elsztain

Director

 

2


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Comprehensive Income

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

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

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

 

 

 

 

09.30.15

 

09.30.14

Loss for the period

(292,151)

 

(122,005)

Other Comprehensive Loss:

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

Currency translation adjustment from subsidiaries, associates and joint ventures

(113,146)

 

(8,375)

Other comprehensive loss for the period (i)

(113,146)

 

(8,375)

Total comprehensive loss for the period

(405,297)

 

(130,380)

 

(i)    Items included in other comprehensive (loss) / income do not generate any impact on the income tax.

 

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

 

         

Fernando A. Elsztain

Director

 

3


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity

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

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

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

 

 

 

Share Capital

Treasury Stock

Inflation
adjustment

of Share

Capital

Inflation adjustment

of Treasury
Stock

Share premium

Additional paid-in capital from Treasury Stock

Cost of Treasury

Stock

Subtotal

Changes in interest in subsidiaries

Cumulative translation adjustment

Equity-settled compensation

Reserve for the acquisition of securities issued by

the Company

Retained earnings

Total Shareholders’ equity

Balance as of June 30, 2015

494,777

6,866

64,530

895

659,464

12,678

(32,198)

1,207,012

53,806

463,297

81,988

32,198

117,559

1,955,860

Loss for the period

-

-

-

-

-

-

-

-

-

-

-

-

(292,151)

(292,151)

Other comprehensive loss for the period

-

-

-

-

-

-

-

-

-

(113,146)

-

-

-

(113,146)

Total comprehensive loss for the period

-

-

-

-

-

-

-

-

-

(113,146)

-

-

(292,151)

(405,297)

Equity-settled compensation

-

-

-

-

-

-

-

-

-

-

4,669

-

-

4,669

Equity incentive plan granted.

238

(238)

31

(31)

-

2,274

-

2,274

-

-

(2,938)

-

664

-

Changes in interest in subsidiaries

-

-

-

-

-

-

-

-

(5,138)

-

-

-

-

(5,138)

Balance as of September 30, 2015

495,015

6,628

64,561

864

659,464

14,952

(32,198)

1,209,286

48,668

350,151

83,719

32,198

(173,928)

1,550,094

 

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

Fernando A. Elsztain

Director

 

4


 
 

 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity

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

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

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

 

 

 

Share Capital

Treasury Stock

Inflation
adjustment

of Share Capital

Inflation adjustment

of Treasury
Stock

Share premium

Cost of

Treasury

Stock

Share

warrants

Subtotal

Changes in interest in subsidiaries

Cumulative translation adjustment

Equity-settled compensation

Legal reserve

Reserve
for new developments

Special reserve
(1)

Reserve for the acquisition of securities issued by the Company

 

 

 

 

Retained earnings

Total Shareholders’ equity

Balance as of June 30, 2014

490,997

10,566

64,047

1,378

773,079

(54,876)

106,264

1,391,455

(15,429)

633,607

70,028

81,616

17,065

633,940

200,000

(1,066,428)

1,945,854

Loss for the period

-

-

-

 

-

 

-

-

-

-

-

-

-

-

-

(122,005)

(122,005)

Other comprehensive loss for the period

-

-

-

 

-

 

-

-

-

(8,375)

-

-

-

-

-

-

(8,375)

Total comprehensive loss for the period

-

-

-

 

-

 

-

-

-

(8,375)

-

-

-

-

-

(122,005)

(130,380)

Equity-settled compensation

-

-

-

 

-

 

-

-

-

-

12,069

-

-

-

-

-

12,069

Purchase of treasury stock

(3,068)

3,068

(400)

400

-

(32,198)

-

(32,198)

-

-

-

-

-

-

-

-

(32,198)

Changes in interest in subsidiaries

-

-

-

 

-

 

-

-

29,035

-

-

-

-

-

-

-

29,035

Balance as of September 30, 2014

487,929

13,634

63,647

1,778

773,079

(87,074)

106,264

1,359,257

13,606

625,232

82,097

81,616

17,065

633,940

200,000

(1,188,433)

1,824,380

 

(1) Corresponding to General Resolution 609/12 of the National Securities Commission. See Note 27 of Unaudited Condensed Interim Consolidated Financial Statements.

 

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

Fernando A. Elsztain

Director

 

5


 
 

 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Cash Flows

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

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

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

 

 

Note

09.30.15

 

09.30.14

Operating activities:

 

 

 

 

Cash (used in) / generated from operations

16

(51,902)

 

70,279

Net cash (used in) / generated from operating activities

 

(51,902)

 

70,279

Investing activities:

 

 

 

 

Proceeds from sale of companies

 

-

 

55,314

Capital contribution to subsidiaries, associates and joint ventures

6

(11)

 

-

Acquisition of investment properties

7

(147)

 

(148)

Proceeds from sale of investment properties

 

849

 

7

Acquisition of property, plant and equipment

8

(6,999)

 

(14,504)

Proceeds from sale of property, plant and equipment

 

47

 

92

Proceeds from sale of farmlands

 

-

 

161,712

Acquisition of intangible assets

9

(3)

 

(27)

Purchase of investment in financial assets

 

(32,460)

 

(1,076,727)

Proceeds from disposals of investments in financial assets

 

39,044

 

1,112,566

Loans granted to subsidiaries, associates and joint ventures

 

(2,757)

 

-

Loans repayments received from subsidiaries, associates and joint ventures

 

12,027

 

38,460

Dividends received

 

462

 

38,115

Cash incorporated by merger

 

-

 

508

Net cash generated from investing activities

 

10,052

 

315,368

Financing activities:

 

 

 

 

Purchase of treasury stock

 

-

 

(32,198)

Proceeds from issuance of non-convertible notes

 

389,967

 

455,038

Repayment of non-convertible notes

 

(58,783)

 

(538,081)

Proceeds from borrowings

 

-

 

84

Repayment of derivative financial instruments

 

(12,555)

 

(47,170)

Repayment of borrowings

 

(198,972)

 

(99,957)

Repayment of seller financing

 

(173)

 

(98)

Interest paid

 

(70,744)

 

(56,929)

Net Cash flows generated from / (used in) financing activities

 

48,740

 

(319,311)

Net increase in cash and cash equivalents

 

6,890

 

66,336

Cash and cash equivalents at beginning of the period

16

17,694

 

53,472

Foreign exchange gain on cash and cash equivalents

 

396

 

1,091

Cash and cash equivalents at the end of the period

 

24,980

 

120,899

 

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

Fernando A. Elsztain

Director

 

6


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Notes to the Unaudited Condensed Interim Separate Financial Statements

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

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

 

 

1.             General information

 

1.1          The Company’s business and general information

 

Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud” or the “Company”) 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.

 

Cresud is a company organized and domiciled in the Republic of Argentina. The address of its registered office is Moreno 877, 23rd Floor, Buenos Aires, Argentina.

 

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

 

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

 

2.1.      Basis of preparation

 

These Unaudited Condensed Interim Separate Financial Statements of the Company have been prepared in accordance with Technical Resolutions N° 26 (RT 26) of Argentine Federation of Professional Councils of Economic Sciences (“F.A.C.P.C.E.”, as per its Spanish acronym) and IAS 34 “Interim Financial Reporting”.

 

Furthermore, some additional issues were included as required by the Business Companies Act and/or regulations of the CNV, including supplementary information provided in the last paragraph of article 1, Chapter III, Title IV of General Ruling 622/13. Such information is included in the Notes to the Unaudited Condensed Interim Separate Financial Statements according to International Financial Reporting Standards ("IFRS").

 

These Unaudited Condensed Interim Separate Financial Statements should be read together with the annual audited Separate Financial Statements of the Company as of June 30, 2015. These Unaudited Condensed Interim Separate Financial Statements are expressed in thousands of Argentine Pesos.

 

The Unaudited Condensed Interim Separate Financial Statements for the three-month periods ended as of September 30, 2015 and 2014 have not been audited. The Company´s management believes they include all necessary adjustments to fairly present the results of each period. Results for the three-month periods ended as of September 30, 2015 and 2014 do not necessarily reflect proportionally the Company’s results for the complete fiscal years.

 

7


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

2.2.      Significant accounting policies

 

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

 

2.3.         Use of estimates

 

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

 

In the preparation of these Unaudited Condensed Interim Separate Financial Statements, the significant judgments made by Management in applying the Company’s accounting policies and the main sources of uncertainty were the same applied by the Company in the preparation of the annual separate financial statements for the fiscal year ended June 30, 2015, except for changes in provisions for income tax, for legal claims and for doubtful accounts.

 

2.4.         Comparative information

 

Amounts as of June 30, 2015 and September 30, 2014, which are disclosed for comparative purposes have been taken from the separate financial statements as of such dates. The financial statements originally issued have been subject to certain reclassifications required in order to present these figures comparatively with this period.

 

3.             Seasonal effects on operations

 

The operations of the Company are also subject to seasonal effects. The harvests and sale of grains (corn, soybean and sunflower) generally take place between January and September every year. Wheat is generally harvested between November and February every year. However, milk production is generally larger during the second quarter, when conditions are more favorable. As a result, there may be material fluctuations in the agricultural business results each quarter.

 

8


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

4.             Acquisitions and disposals

 

On August 28, 2015, Carnes Pampeanas S.A.’s Meeting of Shareholders approved the increase the Company’s capital stock by swapping a receivable from Cresud in the amount of Ps. 36.31 million, increasing its share capital from Ps. 30 million to Ps. 66.31 million.

 

As a consequence, Cresud’s interest in the Company has increased from 95% to 97.74%.

 

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

 

5.             Financial risk management and fair value estimates

 

5.1.      Financial risk

 

The Company’s activities are exposed to several financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk.

 

Note 5 to the annual Consolidated Financial Statements provide information on financial risk management as of June 30, 2015 and 2014. Since June 30, 2015 there have been no changes in the risk management or risk management policies applied by the Company.

 

5.2.       Fair value estimates

 

Since June 30, 2015 there have been no significant changes in business or economic circumstances affecting the fair value of the Company's financial assets, liabilities or biological assets (either measured at fair value or amortized cost). Nor there have been transfers between the several hierarchies used in estimating the fair value of the Company’s financial instruments, or reclassifications among their respective categories.

 

9


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

6.            Information about principal subsidiaries, associates and joint ventures

 

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

 

Set out below are the changes in Company’s investment in subsidiaries, associates and joint ventures for the three-month period ended September 30, 2015 and for the fiscal year ended June 30, 2015:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

2,876,586

 

2,901,451

Balance incorporated by merger with Cactus

-

 

(63,671)

Acquisition of subsidiaries and associates (i)

(5,138)

 

(4,711)

Capital contribution

36,282

 

791

Disposal of interest in subsidiaries

-

 

(36,290)

Share of (loss) / profit

(152,418)

 

485,476

Currency translation adjustment

(113,146)

 

(170,310)

Equity-settled compensation

2,788

 

14,461

Dividends distributed

(2,422)

 

(53,002)

Reimbursement of expired dividends

-

 

510

Intergroup transactions

118

 

(198,119)

End of the period / year (ii)

2,642,650

 

2,876,586

(i)    Includes the effect of changes in subsidiaries as consequence of repurchase of equity interest.

(ii)   Include a balance of Ps. (181) and Ps. (8,043) reflecting interests in companies with negative equity as of September 30, 2015 and June 30, 2015, respectively, which is reclassified to “Provisions” (see Note 19).

 

See changes in Company’s investment in associates and joint ventures for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 in Notes 8 and 9 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

10


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

7.            Investment properties

 

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

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

10,871

 

20,184

Additions

147

 

2,995

Reclassification to property, plant and equipment

(238)

 

(11,732)

Disposals

(849)

 

(2)

Depreciation charges (i)

(136)

 

(574)

End of the period / year

9,795

 

10,871

Costs

14,100

 

15,098

Accumulated depreciation

(4,305)

 

(4,227)

Net book amount

9,795

 

10,871

 

(i)   Depreciation charges of investment property were included in “Costs” in the Income Statement (Note 25).

 

The following amounts have been recognized in the income statement:

 

 

September 30,

2015

 

September 30,

2014

Rental and service incomes

2,522

 

3,634

Direct operating expenses

2,847

 

1,871

 

11


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

8.            Property, plant and equipment

 

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

 

 

Owner-occupied farmland (ii)

 

Other buildings and facilities

 

Furniture and fixtures

 

Machinery and equipment

 

Vehicles

 

Total

At June 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

Costs

503,851

 

903

 

1,575

 

26,730

 

11,891

 

544,950

Accumulated depreciation

(51,632)

 

(750)

 

(1,032)

 

(15,170)

 

(5,504)

 

(74,088)

Net book amount

452,219

 

153

 

543

 

11,560

 

6,387

 

470,862

Year ended June 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

407,451

 

120

 

450

 

9,511

 

4,581

 

422,113

Balance incorporated by merger with Cactus

1,713

 

-

 

5

 

172

 

-

 

1,890

Additions

52,060

 

84

 

174

 

4,433

 

3,697

 

60,448

Reclassifications of investment properties

11,732

 

-

 

-

 

-

 

-

 

11,732

Disposals

(10,955)

 

(10)

 

(4)

 

(342)

 

(266)

 

(11,577)

Depreciation charges (i)

(9,782)

 

(41)

 

(82)

 

(2,214)

 

(1,625)

 

(13,744)

Closing net book amount

452,219

 

153

 

543

 

11,560

 

6,387

 

470,862

Period ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

452,219

 

153

 

543

 

11,560

 

6,387

 

470,862

Additions

6,419

 

-

 

19

 

894

 

-

 

7,332

Reclassifications of investment properties

238

 

-

 

-

 

-

 

-

 

238

Disposals

(16)

 

-

 

-

 

(31)

 

-

 

(47)

Depreciation charges (i) (Note 25)

(2,969)

 

(12)

 

(22)

 

(620)

 

(503)

 

(4,126)

Closing net book amount

455,891

 

141

 

540

 

11,803

 

5,884

 

474,259

At September 30, 2015:

 

 

 

 

 

 

 

 

 

 

 

Costs

510,413

 

903

 

1,594

 

27,581

 

11,891

 

552,382

Accumulated depreciation

(54,522)

 

(762)

 

(1,054)

 

(15,778)

 

(6,007)

 

(78,123)

Net book amount

455,891

 

141

 

540

 

11,803

 

5,884

 

474,259

 

(i)   For the three-month period ended September 30, 2015, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 264 under the line item “General and administrative expenses”, Ps. 55 under the line item “Selling expenses” and Ps. 3,807 under the line item “Cost” in the Income Statement. For the fiscal year ended June 30, 2015, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 484 under the line item “General and administrative expenses”, Ps. 212 under the line item “Selling expenses” and Ps. 13,048 under the line item “Cost” in the Income Statement.

 

12


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

9.            Intangible assets

 

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

 

 

Computer software

 

Rights of use

 

Total

Opening net book amount

42

 

18,313

 

18,355

Additions

173

 

-

 

173

Amortization charges (i)

(45)

 

(752)

 

(797)

Net book amount as of June 30, 2015

170

 

17,561

 

17,731

Costs

582

 

19,818

 

20,400

Accumulated depreciation

(412)

 

(2,257)

 

(2,669)

Net book amount as of June 30, 2015

170

 

17,561

 

17,731

Additions

3

 

-

 

3

Amortization charge (i)

(18)

 

(188)

 

(206)

Net book amount as of September 30, 2015

155

 

17,373

 

17,528

Costs

585

 

19,818

 

20,403

Accumulated depreciation

(430)

 

(2,445)

 

(2,875)

Net book amount as of September 30, 2015

155

 

17,373

 

17,528

 

(i)   Amortization charges are included in “General and administrative expenses” in the Income Statement. There is no impairment charges for any of the periods presented. 

 

10.          Biological assets

 

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

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

458,502

 

490,211

Increase due to purchases

188

 

14,202

Initial recognition and changes in the fair value of biological assets

92,346

 

634,451

Decrease due to harvest

(66,823)

 

(550,426)

Decrease due to sales

(48,188)

 

(128,165)

Decrease due to consumption

(569)

 

(1,836)

Incorporated by merger with Cactus

-

 

65

End of the period / year

435,456

 

458,502

 

13


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

10.        Biological assets (Continued)

 

Biological assets as of September 30, 2015 and June 30, 2015 were as follows:

 

 

Classification

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

Cattle for dairy production

Production

 

39,024

 

40,478

Breeding cattle

Production

 

306,482

 

293,709

Other cattle

Production

 

6,130

 

6,175

Others biological assets

Production

 

5,187

 

5,395

Non-current biological assets

 

 

356,823

 

345,757

Current

 

 

 

 

 

Cattle for dairy production

Consumable

 

6

 

77

Cattle for sale

Consumable

 

34,435

 

64,845

Crops fields

Consumable

 

43,653

 

47,265

Other cattle

Consumable

 

539

 

558

Current biological assets

 

 

78,633

 

112,745

Total biological assets

 

 

435,456

 

458,502

 

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

           

 

September 30, 2015

 
Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

39,030

 

-

 

39,030

Breeding cattle

-

 

340,917

 

-

 

340,917

Other cattle

-

 

6,669

 

-

 

6,669

Other biological assets (i)

5,187

 

-

 

-

 

5,187

Crops fields

43,399

(i)

-

 

254

 

43,653

Total

48,586

 

386,616

 

254

 

435,456

 

 

 

June 30, 2015

 
Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

40,555

 

-

 

40,555

Breeding cattle

-

 

358,554

 

-

 

358,554

Other cattle

-

 

6,733

 

-

 

6,733

Other biological assets (i)

5,395

 

-

 

-

 

5,395

Crops fields

6,914

(i)

-

 

40,351

 

47,265

Total

12,309

 

405,842

 

40,351

 

458,502

(i)   Biological assets that have no significant growth, are valued at cost, since it is considered that this value is similar to fair value.

14


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

10.        Biological assets (Continued)

 

Changes in Level 3 biological assets for the three-month period ended September 30, 2015 and for the year ended June 30, 2015 are included in the following table:

 

 

Crop fields with significant biological growth

As of June 30, 2014

131,261

Initial recognition and changes in the fair value of biological assets

457,939

Decrease do to harvest

(548,849)

As of June 30, 2015

40,351

Initial recognition and changes in the fair value of biological assets

26,726

Decrease do to harvest

(66,823)

As of September 30, 2015

254

 

When no quoted prices in an active market are available, values are based on recognized valuation methods. The company uses a range of valuation models for the measurement of Level 2 and Level 3 biological assets. The following table presents models and main parameters:

 

Level 2

 

Description

 

Pricing model

 

Parameters

 

Cattle

 

Comparable market prices

 

Price per livestock head/kg and per category

 

 

Level 3

 

Description

 

Model

 

Pricing method

 

Parameters

 

Values

 

Unit of measurement

Corn

 

Discounted cash flows

 

-

 

Yields

 

7.80

 

Tn/ha

 

 

 

Future sale prices

 

1,109

 

Ps./Tn

 

 

 

Selling expenses

 

448

 

Ps./tn

 

 

 

Operating cost

 

2,015

 

Ps./ha

Wheat

 

Discounted cash flows

 

-

 

Yields:

 

2.00

 

Tn/ha

 

 

 

Future sale prices

 

1,081

 

Ps./Tn

 

 

 

Selling expenses

 

699

 

Ps./tn

 

 

 

Operating cost

 

1,069

 

Ps./ha

 

During the three-month period ended September 30, 2015 and the year ended June 30, 2015 there have been no transfers between the several tiers used in estimating the fair value of the Company’s biological assets, or reclassifications among their respective categories.

15


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

10.        Biological assets (Continued)

 

See information on valuation processes used by the entity and on the sensitivity of fair value valuation to changes in material non-observable input data in Note 5.c. to the consolidated financial statements as of June 30, 2015.

 

As of September 30, 2015 and June 30, 2015, the better and maximum use of biological assets shall not significantly differ from the current use.

 

11.          Inventories

 

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

 

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

Crops

178,824

 

198,343

Materials and inputs

84,387

 

80,171

Seeds and fodders

57,532

 

58,813

Total inventories

320,743

 

337,327

 

As of September 30, 2015 and June 30, 2015 the cost of inventories recognized as expense amounted to Ps. 118,878 and Ps. 422,828, respectively and they have been included in “Costs”.

16


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

12.          Financial instruments by category

 

Determining fair values

 

See determination of the fair value of the Company's financial instruments in Note 16 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

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

 

 

September 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

Investment in financial assets:

 

 

 

 

 

 

 

- Mutual funds

32,037

 

-

 

-

 

32,037

- Corporate bonds related parties (Note 30 and 34)

17,256

 

-

 

-

 

17,256

Derivative financial instruments:

 

 

 

 

 

 

 

- Crops futures (Note 34)

577

 

-

 

-

 

577

Cash and cash equivalents:

 

 

 

 

 

 

 

- Mutual funds

2,207

 

-

 

-

 

2,207

Total Assets

52,077

 

-

 

-

 

52,077

 

 

September 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

- Crops futures (Note 34)

601

 

-

 

-

 

601

- Foreign-currency contracts

-

 

912

 

-

 

912

Total Liabilities

601

 

912

 

-

 

1,513

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

Investment in financial assets:

 

 

 

 

 

 

 

- Mutual funds

35,624

 

-

 

-

 

35,624

- Corporate bonds related parties (Note 30 and 34)

17,247

 

-

 

-

 

17,247

Cash and cash equivalents:

 

 

 

 

 

 

 

- Mutual funds

2,285

 

-

 

-

 

2,285

Total Assets

55,156

 

-

 

-

 

55,156

 

 

17


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

12.          Financial instruments by category (Continued)

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

- Crops futures

2,663

 

-

 

-

 

2,663

Total Liabilities

2,663

 

-

 

-

 

2,663

 

When no quoted prices in an active market are available, fair values (particularly with derivatives) are based on recognized valuation methods. The Company uses a range of valuation models for the measurement of Level 2 and Level 3 instruments, details of which may be obtained from Note 16 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

13.          Trade and other receivables

 

The detail of the Company’s trade and other receivables as of September 30, 2015 and June 30, 2015 were as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Others

-

 

12

Total Non-current other receivables

-

 

12

Total Non-current trade and other receivables

-

 

12

Current

 

 

 

Receivables from sale of agricultural products and services

41,269

 

44,077

Deferred checks received

10,982

 

691

Debtors under legal proceedings

8,653

 

1,504

Less: allowance for doubtful accounts

(7,985)

 

(7,921)

Current trade receivables

52,919

 

38,351

Prepayments

40,523

 

45,077

VAT receivables

31,425

 

29,342

Personnel Loans

4,042

 

5,911

Gross sales tax credit

2,541

 

2,211

Tax on bank account transactions Law N° 2,541

4,499

 

4,074

Other tax receivables

1,242

 

967

Advance payments

3,842

 

1,809

Expenses and services to recover

2,953

 

3,125

Others

1,803

 

1,754

Less: allowance for doubtful accounts

(20)

 

(20)

Total Current other receivables

92,850

 

94,250

Related parties (Note 30)

247,778

 

276,341

Total Current trade and other receivables

393,547

 

408,942

Total trade and other receivables

393,547

 

408,954

 

18


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

13.          Trade and other receivables (Continued)

 

The fair value of current trade and other receivables approximate their respective carrying amounts because, due to their short-term nature, as the impact of discounting is not considered significant. The fair values are based on discounted cash flows (Level 2 of fair value hierarchy).

 

The carrying amounts of the Company’s trade and other receivables denominated in foreign currencies are detailed in Note 34.

 

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 2.18 to the Annual Consolidated Financial Statements as of June 30, 2015.

 

Movements on the Company’s allowance for doubtful accounts are as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

7,941

 

893

Incorporated by merger with Cactus

-

 

1,434

Charges

64

 

6,254

Unused amounts reversed

-

 

(159)

Used during the period / year

-

 

(481)

End of the period / year

8,005

 

7,941

 

The addition and release of allowance for doubtful account have been included in “Selling expenses” in the income statement (Note 25). Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.

 

14.          Investment in financial assets

 

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

 

 

September 30,

2015

 

June 30,

2015

 

 

 

 

Current

 

 

 

Corporate bonds related parties (Note 30 and 34)

17,256

 

17,247

Mutual funds

32,037

 

35,624

Total Current

49,293

 

52,871

Total Investment in Financial Assets

49,293

 

52,871

 

19


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

15.          Derivative financial instruments

 

Derivative financial instruments of the Company as of September 30, 2015 and June 30, 2015 are as follows:

 

 

September 30,

2015

 

June 30,

2015

Assets

 

 

 

Current

 

 

 

Crops futures (Note 34)

577

 

-

Total current assets

577

 

-

Total assets

577

 

-

 

 

 

 

Liabilities

 

 

 

Current

 

 

 

Crops futures (Note 34)

601

 

2,663

Foreign-currency contracts

912

 

-

Total current liabilities

1,513

 

2,663

Total liabilities

1,513

 

2,663

 

16.          Cash flow information

 

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

 

 

September 30,

2015

 

June 30,

2015

Cash on hand and at banks

22,773

 

15,409

Mutual funds

2,207

 

2,285

Total cash and cash equivalents

24,980

 

17,694

 

20


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.       Cash flow information (Continued)

 

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

 

 

September 30,

2015

 

September 30,

2014

Loss for the period

(292,151)

 

(122,005)

Adjustments for:

 

 

 

Income tax expense

(73,412)

 

(62,124)

Depreciation

4,262

 

3,043

Amortization

206

 

194

Share-based payments

1,191

 

2,971

Loss from disposal of farmlands

-

 

(195,875)

Loss from disposal and release of investment property and property, plant and equipment

-

 

(87)

Unrealized gain from derivative financial instruments

3,039

 

28,655

Changes in fair value of financial assets at fair value through profit or loss

(2,289)

 

(19,827)

Accrued interest, net

73,452

 

40,421

Unrealized initial recognition and changes in the fair value of biological assets

(39,853)

 

(80,496)

Changes in the net realizable value of agricultural produce after harvest

8,330

 

14,822

Provisions

4,418

 

16,662

Share of profit of subsidiaries, associates and joint ventures

152,418

 

208,060

Unrealized foreign exchange loss, net

72,205

 

80,180

Changes in operating assets and liabilities:

 

 

 

Decrease in biological assets

62,899

 

198,713

Decrease / (Increase) in inventories

8,254

 

(37,246)

(Increase) / Decrease in trade and other receivables

(15,517)

 

19,011

Decrease / (Increase) in derivative financial instruments

24

 

(2,235)

(Decrease) / Increase in trade and other payables

(1,193)

 

5,612

Decrease in payroll and social security liabilities

(18,185)

 

(28,170)

Net cash (used in) generated from operating activities before income tax paid.

(51,902)

 

70,279

 

21


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

16.       Cash flow information (Continued)

 

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

 

 

09.30.15

 

09.30.14

Non-cash activities

 

 

 

Dividends not collected

(1,960)

 

(4,199)

Decrease of interest in subsidiaries, associates and joint venture by exchange differences on translating foreign operations

113,146

 

8,375

Increase of investment in subsidiaries, associates and joint ventures through an increase in trade and other payables

(34)

 

(876)

Decrease in investments in subsidiaries, associates and joint ventures through an increase in trade and other receivables

-

 

(2,547)

Increase of interest in subsidiaries, associates and joint ventures through a decrease in trade and other receivables

(36,237)

 

-

Increase in property, plant and equipment through an increase in trade payables

333

 

343

Increase in investment in financial assets through a decrease in property, plant and equipment

-

 

48,217

Share-based payments reserve

3,478

 

9,098

Increase in trade and other receivables through a decrease in property, plant and equipment

-

 

485

Repayment of loan as a result of merger

-

 

(25,243)

Stock plan granted

(2,938)

 

-

 

17.          Trade and other payables

 

The detail of the Company’s trade and other payables as of September 30, 2015 and June 30, 2015 were as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

Tax on shareholders’ personal assets

789

 

865

Total non-current other payables

789

 

865

Total non-current trade and other payables

789

 

865

Current

 

 

 

Trade payables

51,188

 

66,325

Provisions

55,341

 

56,548

Total current trade payables

106,529

 

122,873

Sales, rent and services payments received in advance

4,717

 

2,366

Gross sales tax payable

576

 

1,305

VAT payables

1,095

 

-

Tax amnesty plan for payable taxes

305

 

266

Withholdings tax

12,761

 

2,129

Tax on shareholders’ personal assets

6,970

 

4,666

Others

787

 

780

Total current other payables

27,211

 

11,512

Related parties (Note 30)

16,852

 

14,231

Total current trade and other payables

150,592

 

148,616

Total trade and other payables

151,381

 

149,481

22


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

17.          Trade and other payables (Continued)

 

The fair value of trade and other payables approximate their respective carrying amounts due to their short-term nature, as the impact of discounting is considered as not significant. Fair values are based on discounted cash flows (Level 2 of fair value hierarchy).

 

Book value of trade and other payables denominated in foreign currencies are detailed in Note 34.

 

18.          Payroll and social security liabilities

 

The detail of the Company’s salaries and social security liabilities as of September 30, 2015 and June 30, 2015 were as follows:

 

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

Provision for vacations and bonuses

23,354

 

49,416

Social security payable

15,936

 

7,183

Salaries payable

59

 

141

Share-based payments

58

 

852

Total current payroll and social security liabilities

39,407

 

57,592

Total payroll and social security liabilities

39,407

 

57,592

 

19.          Provisions

 

The table below shows the movements in Company's provisions categorized by type of provision:

 

 

Labor, legal and other claims

 

Tax and social security

 

Investments in subsidiaries, associates and joint ventures (i)

 

Total

As of June 30, 2014

1,765

 

2

 

-

 

1,767

Balance incorporated by merger with Cactus

1,005

 

-

 

-

 

1,005

Additions

1,470

 

-

 

8,043

 

9,513

Used during year

(536)

 

-

 

-

 

(536)

Payments

(90)

 

-

 

-

 

(90)

As of June 30, 2015

3,614

 

2

 

8,043

 

11,659

Additions

256

 

-

 

181

 

437

Used during period

(180)

 

-

 

(8,043)

 

(8,223)

As of September 30, 2015

3,690

 

2

 

181

 

3,873

(i)    Corresponds to equity interests in subsidiaries, associates and joint ventures with negative equity.

23


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

19.          Provisions (Continued)

 

The analysis of total provisions was as follows:

 

 

September 30,

2015

 

June 30,

2015

Non-current

2,093

 

10,076

Current

1,780

 

1,583

 

3,873

 

11,659

 

20.          Borrowings

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Value as of

 

Secured / unsecured

 

Currency

 

Fixed / Floating

 

Effective

interest rate %

 

Nominal Value (in million)

 

September 30,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

CRESUD NCN Class XIV due 2018...........................................

Unsecured

 

US$

 

Fixed

 

1.50 %

 

32

 

300,986

 

290,205

CRESUD NCN Class XVI due 2018...........................................

Unsecured

 

US$

 

Fixed

 

1.50 %

 

109

 

1,034,555

 

998,594

CRESUD NCN Class XVIII due 2019.........................................

Unsecured

 

US$

 

Fixed

 

4.00%

 

34

 

319,286

 

308,022

CRESUD NCN Class XIX due 2016...........................................

Unsecured

 

Ps.

 

Floating

 

Badlar + 350 bps

 

187

 

-

 

185,684

CRESUD NCN Class XX due 2017 (ii) (iv)...............................

Unsecured

 

US$

 

Fixed

 

2.5 %

 

18.2

 

172,931

 

167,538

CRESUD Class XXI NCN due 2017 ..........................................

Unsecured

 

Ps.

 

Floating

 

Badlar + 350

bps

 

192

 

190,318

 

-

CRESUD Class XXII NCN due 2019..........................................

Unsecured

 

US$

 

Fixed

 

4.00%

 

22

 

207,833

 

-

Loan from Banco Ciudad..............................................................

Unsecured

 

US$

 

Floating

 

Libor + 300 bps or 6% (the higher)

 

15

 

121,905

 

117,574

Loan from Banco de La Pampa....................................................

Unsecured

 

Ps.

 

Floating

 

Rate Survey PF 30-59 days

 

20

 

6,622

 

9,911

Finance lease obligations.............................................................

Secured

 

US$

 

Fixed

 

10.75%

 

-

 

354

 

166

Non-current borrowings..........................................................

 

 

 

 

 

 

 

 

 

 

2,354,790

 

2,077,694

 

24


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

20.          Borrowings (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

Value as of

 

Secured / unsecured

 

Currency

 

Fixed / Floating

 

Effective

interest rate %

 

Nominal Value (in million)

 

September 30,

2015

 

June 30,

2015

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

CRESUD NCN Class XIV due 2018

Unsecured

 

US$

 

Fixed

 

1.50 %

 

32

 

93

 

102

CRESUD NCN Class XV due 2015

Unsecured

 

Ps.

 

Floating

 

23.67 %

 

176

 

60,420

 

120,760

CRESUD NCN Class XVI due 2018

Unsecured

 

US$

 

Fixed

 

1.50 %

 

109

 

5,236

 

4,986

CRESUD NCN Class XVII due 2016

Unsecured

 

Ps.

 

Floating

 

Badlar + 250 bps

 

176

 

172,772

 

172,602

CRESUD NCN Class XVIII due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

34

 

1,149

 

1,141

CRESUD NCN Class XIX due 2016

Unsecured

 

Ps.

 

Fixed

 

Badlar + 350 bps

 

187

 

186,478

 

803

CRESUD NCN Class XX due 2017 (i) (iii)

Unsecured

 

US$

 

Fixed

 

2.50%

 

18.2

 

3,265

 

3,120

CRESUD Class XXI NCN due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 350

bps

 

192

 

5,932

 

-

CRESUD Class XXII NCN due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

22

 

(802)

 

-

Loan from Banco Ciudad

Unsecured

 

US$

 

Floating

 

Libor + 300 bps or 6% (the higher)

 

15

 

8,666

 

10,204

Loan from Banco de La Pampa

Unsecured

 

Ps.

 

Floating

 

Rate Survey PF 30-59 days

 

20

 

6,892

 

7,576

Loan from Banco de la Provincia de Buenos Aires

Unsecured

 

Ps.

 

Fixed

 

15.01% / 23%

 

107

 

90,583

 

6,875

Finance lease obligations

Secured

 

US$

 

Fixed

 

10.75%

 

-

 

381

 

368

Bank overdrafts

Unsecured

 

Ps.

 

Fixed

 

-

 

-

 

305,054

 

582,583

Current borrowings

 

 

 

 

 

 

 

 

 

 

846,119

 

911,120

Total borrowings

 

 

 

 

 

 

 

 

 

 

3,200,909

 

2,988,814

 

(i)    Includes an outstanding balance of Ps, 455, Ps. 840 and Ps. 1,289 with ERSA, IRSA CP and PAMSA, respectively, as of 09.30.15.

(ii)   Includes an outstanding balance of Ps, 21,714, Ps. 12,499 and Ps. 61,549 with ERSA, IRSA CP and PAMSA, respectively, as of 09.30.15.

(iii)   Includes an outstanding balance of Ps. 437 and Ps. 1,871 with ERSA and PAMSA, respectively, as of 06.30.15.

(iv)  Includes an outstanding balance of Ps. 21,048 and Ps. 90,212 with ERSA and PAMSA, respectively, as of 06.30.15.

 

The fair value of current borrowings at fixed-rate and current and non-current borrowings at floating-rate equals their carrying amount, as the impact of discounting is not significant. The fair value of all debts that are not quoted in the market are valued at their technical value that is nominal value plus accrued interest.

 

Book value of borrowings denominated in foreign currencies is detailed in Note 34.

 

The fair values of non-current borrowings at fixed rate (excluding finance leases) are as follows:

 

 

September 30,

2015

 

June 30,

2015

CRESUD Class XIV NCN due 2018

301,962

 

291,247

CRESUD Class XVI NCN due 2018

1,029,847

 

993,220

CRESUD Class XVIII NCN due 2019

318,137

 

306,890

CRESUD Class XX NCN due 2017

171,733

 

165,614

CRESUD Class XXII NCN due 2019

215,022

 

-

Total

2,036,701

 

1,756,971

 

25


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

20.          Borrowings (Continued)

 

See description of Non-Convertible Notes issued by the Company for the three-month period ended as of September 30, 2015 in Note 25 to Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015.

 

21.          Taxation

 

The detail for the Company’s income tax is as follows:

 

 

September 30,

2015

 

September 30,

2014

Deferred income tax

73,412

 

62,124

Income tax

73,412

 

62,124

 

The gross movements on the deferred income tax account were as follows:

 

 

September 30,

2015

 

June 30,

2015

Beginning of the year

446,802

 

302,991

Balance incorporated by merger with Cactus

-

 

(399)

Reserve for changes in investment in subsidiaries

-

 

(50,359)

Charged to the income statement

73,412

 

194,569

End of the period / year

520,214

 

446,802

 

The Company´s income tax expense charge differs from the theoretical amount that would arise using the weighted average tax rate applicable to Company´s profit before tax as follows:

 

 

September 30,

2015

 

September 30,

2014

Tax calculated at the tax applicable tax rate in effect

127,947

 

64,445

Permanent differences:

 

 

 

Share of profit of subsidiaries, associates and joint ventures

(52,465)

 

(1,150)

Tax on personal assets

(806)

 

(1,351)

Director´s fees

(1,189)

 

-

Others

(75)

 

180

Income tax expense

73,412

 

62,124

 

22.          Shareholders’ Equity

 

See description of movements on Shareholder’s equity in Note 27 to the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015.

 

26


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

23.          Revenues

 

 

September 30,

2015

 

September 30,

2014

Crops

199,756

 

237,307

Cattle

56,046

 

62,179

Dairy

17,503

 

17,467

Supplies

3,512

 

795

Leases and agricultural services

2,522

 

3,634

Total revenues

279,339

 

321,382

 

24.          Costs

 

 

September 30,

2015

 

September 30,

2014

Crops

208,115

 

289,327

Cattle

76,029

 

82,240

Dairy

33,610

 

32,836

Leases and agricultural services

2,847

 

1,871

Supplies

2,604

 

-

Other costs

2,392

 

2,320

Total costs

325,597

 

408,594

 

27


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

25.          Expenses by nature

 

For the three-month period ended as of September 30, 2015:

 

 

 

Costs

 

 

 

Cost of sales and agricultural services

 

Cost of agriculture

production

 

Others operating costs

 

General and administrative expenses

 

Selling expenses

 

Total

Supplies and labor

 

185

 

89,308

 

-

 

-

 

47

 

89,540

Leases and expenses

 

12

 

355

 

4

 

659

 

21

 

1,051

Amortization and depreciation (i)

 

739

 

2,433

 

771

 

544

 

57

 

4,544

Doubtful accounts

 

-

 

-

 

-

 

-

 

64

 

64

Changes in biological assets and agricultural produce

 

195,261

 

-

 

-

 

-

 

-

 

195,261

Advertising, publicity and other selling expenses

 

-

 

-

 

-

 

-

 

219

 

219

Maintenance and repairs

 

1,047

 

4,460

 

247

 

1,073

 

118

 

6,945

Payroll and social security expenses (Note 26)

 

675

 

18,901

 

1,009

 

22,455

 

1,439

 

44,479

Fees and payments for services

 

30

 

667

 

17

 

2,285

 

114

 

3,113

Freights

 

15

 

3,384

 

38

 

12

 

23,350

 

26,799

Bank commissions and expenses

 

-

 

327

 

17

 

999

 

1,457

 

2,800

Travel expenses and stationery

 

37

 

2,592

 

152

 

592

 

38

 

3,411

Conditioning and clearance

 

-

 

-

 

-

 

-

 

9,572

 

9,572

Director’s fees

 

-

 

-

 

-

 

5,316

 

-

 

5,316

Taxes, rates and contributions

 

105

 

2,672

 

13

 

369

 

7,453

 

10,612

Export expenses

 

-

 

-

 

-

 

-

 

23,551

 

23,551

Others

 

-

 

-

 

124

 

7

 

-

 

131

Total expenses by nature

 

198,106

 

125,099

 

2,392

 

34,311

 

67,500

 

427,408

 

(i)   Includes Ps. 76 corresponding to shared services amortization.

28


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

25.          Expenses by nature (Continued)

 

For the three-month period ended as of September 30, 2014:

 

 

 

Costs

 

 

 

Cost of sales and agricultural services

 

Cost of agriculture

 production

 

Others operating costs

 

General and administrative expenses

 

Selling expenses

 

Total

Supplies and labor

 

224

 

117,732

 

7

 

-

 

142

 

118,105

Leases and expenses

 

3

 

281

 

13

 

716

 

26

 

1,039

Amortization and depreciation (i)

 

502

 

1,643

 

741

 

398

 

49

 

3,333

Doubtful accounts

 

-

 

-

 

-

 

-

 

94

 

94

Changes in biological assets and agricultural produce

 

258,561

 

-

 

-

 

-

 

-

 

258,561

Advertising, publicity and other selling expenses

 

-

 

-

 

-

 

-

 

384

 

384

Maintenance and repairs

 

528

 

4,230

 

330

 

673

 

90

 

5,851

Payroll and social security expenses (Note 26)

 

506

 

14,259

 

656

 

14,128

 

1,161

 

30,710

Fees and payments for services

 

58

 

634

 

352

 

1,706

 

128

 

2,878

Freights

 

5

 

2,831

 

-

 

9

 

36,577

 

39,422

Bank commissions and expenses

 

-

 

161

 

-

 

890

 

1,582

 

2,633

Travel expenses and stationery

 

(18)

 

2,712

 

198

 

849

 

29

 

3,770

Conditioning and clearance

 

-

 

-

 

-

 

-

 

5,722

 

5,722

Director’s fees

 

-

 

-

 

-

 

4,014

 

-

 

4,014

Taxes, rates and contributions

 

63

 

1,359

 

23

 

1,294

 

8,491

 

11,230

Total expenses by nature

 

260,432

 

145,842

 

2,320

 

24,677

 

54,475

 

487,746

 

(i)   Includes Ps. 96 corresponding to shared services amortization.

29


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

26.          Employee costs

 

 

September 30,

2015

 

September 30,

2014

Salaries, bonuses and social security costs

38,205

 

25,415

Other benefits and expenses

4,212

 

2,399

Share-based payments

1,191

 

2,971

Pension costs – defined contribution plan

871

 

(75)

 

44,479

 

30,710

 

27.          Other operating results, net

 

 

September 30,

2015

 

September 30,

2014

Administration fees

773

 

455

Gain from commodity derivative financial instruments

2,021

 

2,491

Gain from disposal of property, plant and equipment

-

 

87

Expenses related to transfers of property, plant and equipment to subsidiaries

-

 

(4,312)

Tax on shareholders’ personal assets

(2,305)

 

(3,859)

Donations

(84)

 

(164)

Project analysis and assessment

-

 

13

Contingencies

(61)

 

(618)

Transfer of consulting arrangement

-

 

10,627

Others

323

 

(37)

Total other operating results, net

667

 

4,683

 

 

30


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

28.  Financial results, net

 

 

September 30,

2015

 

September 30,

2014

Finance income:

 

 

 

- Interest income

2,715

 

4,457

- Foreign exchange gains

3,791

 

6,128

Finance income

6,506

 

10,585

 

 

 

 

Finance costs:

 

 

 

- Interest expense

(76,167)

 

(44,878)

- Foreign exchange losses

(85,433)

 

(90,538)

- Other finance costs

(5,512)

 

(10,142)

Finance costs

(167,112)

 

(145,558)

 

 

 

 

Other finance results:

 

 

 

- Fair value gains of financial assets at fair value through profit or loss

2,289

 

19,827

- Loss from derivative financial instruments (except commodities)

(5,702)

 

(29,144)

Total other finance results

(3,413)

 

(9,317)

Total financial results, net

(164,019)

 

(144,290)

 

29.          Share-based payments

 

See description of share-based payments in Note 34 to the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015.

 

 

 

31


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.          Related party transactions

 

See description of the main transactions conducted with related parties in Note 38 to the Consolidated Financial Statements as of September 30, 2015 and 2014.

 

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

 

Related party

 

Description of transaction

 

 

Investments

in financial assets current

 

Trade and other receivables

current

 

Trade and

other payables

current

 

Borrowings

non-current

 

Borrowings current

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

IRSA Inversiones y Representaciones S.A.

 

Corporate services

 

-

 

17,889

 

-

 

-

 

-

 

Share-based payments

 

-

 

9,136

 

-

 

-

 

-

 

Non-convertible notes

 

17,256

 

-

 

-

 

-

 

-

 

Leases

 

-

 

-

 

(558)

 

-

 

-

 

Fees

 

-

 

20

 

-

 

-

 

-

 

Sale of Puertas del Luján

 

-

 

-

 

(216)

 

-

 

-

 

Reimbursement of expenses

 

-

 

4,286

 

-

 

-

 

-

Brasilagro Companhia Brasileira de Propriedades Agrícolas (“BrasilAgro”)

 

Reimbursement of expenses

 

-

 

1,426

 

(3,098)

 

-

 

-

     

 

Dividends receivables

 

-

 

48,926

 

-

 

-

 

-

Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA)

 

Reimbursement of expenses

 

-

 

114

 

-

 

-

 

-

    

 

Sale of goods and/or services

 

-

 

7,446

 

(9)

 

-

 

-

Helmir S.A.

 

Financial operations

 

-

 

855

 

-

 

-

 

-

Ombú Agropecuaria S.A.

 

Administration fees

 

-

 

2,261

 

-

 

-

 

-

 

 

Reimbursement of expenses

 

-

 

311

 

-

 

-

 

-

Agropecuaria Acres del Sud S.A.

 

Administration fees

 

-

 

1,919

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

331

 

-

 

-

 

-

Yatay Agropecuaria S.A.

 

Administration fees

 

-

 

2,261

 

-

 

-

 

-

Yuchán Agropecuaria S.A.

 

Administration fees

 

-

 

2,261

 

-

 

-

 

-

 

32


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

30.          Related party transactions (Continued)

 

Related party

 

Description of transaction

 

 

Investments

in financial assets current

 

Trade and other receivables

current

 

Trade and

other payables

current

 

Borrowings

non-current

 

Borrowings current

Futuros y Opciones.Com S.A.

 

Brokerage

 

-

 

15,285

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

129

 

-

 

-

 

-

 

Regional Table Gs Services

 

-

 

-

 

(35)

 

-

 

-

 

Supplies purchase transactions

 

-

 

1,398

 

-

 

-

 

-

 

Supplies sales transactions

 

-

 

89

 

-

 

-

 

-

 

Administration fees

 

-

 

16

 

-

 

-

 

-

Total Subsidiaries

 

 

 

17,256

 

116,359

 

(3,916)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

Agro Managers S.A.

 

Reimbursement of expenses

 

-

 

297

 

-

 

-

 

-

Agro-Uranga S.A.

 

Dividends receivable

 

-

 

1,960

 

-

 

-

 

-

 

 

Sale of goods and/or services

 

-

 

802

 

-

 

-

 

-

 

 

Purchase of goods and/or services

 

-

 

-

 

(924)

 

-

 

-

Agrofy S.A.

 

Contributions to be paid in

 

-

 

-

 

(34)

 

-

 

-

Total Associates

 

 

 

-

 

3,059

 

(958)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

IRSA Propiedades Comerciales S.A.

 

Reimbursement of expenses

 

-

 

5,960

 

-

 

-

 

-

 

Share-based payments

 

-

 

18,581

 

-

 

-

 

-

 

Non-convertible Notes

 

-

 

-

 

-

 

(12,499)

 

(840)

 

Corporate services

 

-

 

38,562

 

-

 

-

 

-

 

 

Leases

 

-

 

-

 

(1,121)

 

-

 

-

Nuevas Fronteras S.A.

 

Provision of services

 

-

 

-

 

(4)

 

-

 

-

Emprendimiento Recoleta S.A.

 

Non-convertible Notes

 

-

 

-

 

-

 

(21,714)

 

(455)

Panamerican Mall S.A.

 

Reimbursement of expenses

 

-

 

15

 

-

 

-

 

-

 

 

Non-convertible Notes

 

-

 

-

 

-

 

(61,549)

 

(1,289)

FyO Trading S.A.

 

Reimbursement of expenses

 

-

 

1,758

 

-

 

-

 

-

 

 

Purchase of goods and/or services

 

-

 

-

 

(223)

 

-

 

-

Fibesa S.A.

 

Reimbursement of expenses

 

-

 

24

 

(20)

 

-

 

-

Total Subsidiaries of the subsidiaries

 

 

 

-

 

64,900

 

(1,368)

 

(95,762)

 

(2,584)

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

 

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

Total Associates of the subsidiaries

 

 

 

-

 

2

 

-

 

-

 

-

 

33


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.          Related party transactions (Continued)

 

Related party

 

Description of transaction

 

 

Investments

in financial assets current

 

Trade and other receivables

current

 

Trade and

other payables

current

 

Borrowings

non-current

 

Borrowings current

Joint Ventures of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

 

Reimbursement of expenses

 

-

 

-

 

(4)

 

-

 

-

Total Joint Ventures of the subsidiaries

 

 

 

-

 

-

 

(4)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Related parties

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A. (“CAMSA”)

 

Fees provision

 

-

 

-

 

(6,322)

 

-

 

-

 

Reimbursement of expenses

 

-

 

635

 

(53)

 

-

 

-

Fundación IRSA

 

Reimbursement of expenses

 

-

 

4

 

-

 

-

 

-

Estudio Zang, Bergel & Viñes

 

Legal services

 

-

 

-

 

(304)

 

-

 

-

Inversiones Financieras del Sur S.A.

 

Financial operations

 

-

 

62,096

 

-

 

-

 

-

 

 

Dividends receivables

 

-

 

359

 

-

 

-

 

-

Austral Gold

 

Reimbursement of expenses

 

-

 

325

 

-

 

-

 

-

La Rural S.A.

 

Reimbursement of expenses

 

-

 

-

 

(39)

 

-

 

-

Other Related parties

 

 

 

-

 

63,419

 

(6,718)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

Reimbursement of expenses

 

-

 

39

 

-

 

-

 

-

 

Director’s fees

 

-

 

-

 

(3,888)

 

-

 

-

Total Directors and Senior Management

 

 

 

-

 

39

 

(3,888)

 

-

 

-

 

 

 

 

17,256

 

247,778

 

(16,852)

 

(95,762)

 

(2,584)

 

34


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.          Related party transactions (Continued)

 

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

 

Related party

 

Description of transaction

 

 

Investments

in financial assets current

 

Trade and other receivables

current

 

Trade and

other payables

current

 

Borrowings

non-current

 

Borrowings current

Subsidiaries

IRSA Inversiones y Representaciones S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate services

 

-

 

17,428

 

-

 

-

 

-

 

Leases

 

-

 

-

 

(1,160)

 

-

 

-

 

Non-convertible notes

 

17,247

 

-

 

-

 

-

 

-

 

Sale of Puertas del Luján

 

-

 

-

 

(216)

 

-

 

-

 

Share-based payments

 

-

 

8,087

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

4,207

 

-

 

-

 

-

 

 

Fees

 

 

 

12

 

-

 

-

 

-

Brasilagro

 

Dividends receivables

 

-

 

53,738

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

1,386

 

(2,844)

 

-

 

-

Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA)

 

Reimbursement of expenses

 

-

 

59

 

-

 

-

 

-

 

Sale of goods and/or services

 

-

 

31,520

 

(9)

 

-

 

-

 

 

Financial operations

 

-

 

1,914

 

-

 

-

 

-

Helmir S.A.

 

Financial operations

 

-

 

6,728

 

-

 

-

 

-

Ombú Agropecuaria S.A.

 

Administration fees

 

-

 

2,047

 

-

 

-

 

-

Agropecuaria Acres del Sud S.A.

 

Administration fees

 

-

 

1,919

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

326

 

-

 

-

 

-

Yatay Agropecuaria S.A.

 

Administration fees

 

-

 

2,047

 

 

 

 

 

 

35


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.          Related party transactions (Continued)

 

Related party

 

Description of transaction

 

 

Investments

in financial assets current

 

Trade and other receivables

current

 

Trade and

other payables

current

 

Borrowings

non-current

 

Borrowings current

Yuchán Agropecuaria S.A.

 

Administration fees

 

-

 

2,047

 

-

 

-

 

-

Futuros y Opciones.Com S.A.

 

Brokerage

 

-

 

20,184

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

125

 

-

 

-

 

-

 

Regional Table Gs Services

 

-

 

-

 

(42)

 

-

 

-

 

Sale of inputs operations

 

-

 

3,073

 

-

 

-

 

-

 

MAT operations

 

-

 

-

 

(706)

 

-

 

-

 

Administration fees

 

-

 

183

 

-

 

-

 

-

Total Subsidiaries

 

 

 

17,247

 

157,030

 

(4,977)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

Agro Managers S.A.

 

Reimbursement of expenses

 

-

 

297

 

-

 

-

 

-

Agro-Uranga S.A.

 

Purchase of goods and/or services

 

-

 

-

 

(810)

 

-

 

-

 

Sale of goods and/or services

 

-

 

595

 

-

 

-

 

-

Total Associates

 

 

 

-

 

892

 

(810)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

Nuevas Fronteras S.A.

 

Reimbursement of expenses

 

-

 

-

 

(14)

 

-

 

-

IRSA Propiedades Comerciales S.A.

 

 

Reimbursement of expenses

 

-

 

5,540

 

-

 

-

 

-

 

Share-based payments

 

-

 

16,575

 

-

 

-

 

-

 

Leases

 

-

 

-

 

(264)

 

-

 

-

 

Corporate services

 

-

 

35,106

 

-

 

-

 

-

Emprendimiento Recoleta S.A.

 

Non-convertible Notes

 

-

 

-

 

-

 

(21,048)

 

(437)

Panamerican Mall S.A.

 

Reimbursement of expenses

 

-

 

40

 

-

 

-

 

-

 

 

Non-convertible Notes

 

-

 

-

 

-

 

(90,212)

 

(1,871)

Fibesa S.A.

 

Reimbursement of expenses

 

-

 

4

 

-

 

-

 

-

Total Subsidiaries of the subsidiaries

 

 

 

-

 

57,265

 

(278)

 

(111,260)

 

(2,308)

36


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.       Related party transactions (Continued)

 

Related party

 

Description of transaction

 

 

Investments

in financial assets current

 

Trade and other receivables

current

 

Trade and

other payables

current

 

Borrowings

non-current

 

Borrowings current

Associates of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

Tarshop S.A.

 

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

Banco Hipotecario

 

Reimbursement of expenses

 

-

 

-

 

(20)

 

-

 

-

Total Associates of the subsidiaries

 

 

 

-

 

2

 

(20)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Ventures of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

Cyrsa S.A.

 

Reimbursement of expenses

 

-

 

-

 

(4)

 

-

 

-

Total Joint Ventures of the subsidiaries

 

 

 

-

 

-

 

(4)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Related parties

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A. (CAMSA)

 

Fees provision

 

-

 

-

 

(6,743)

 

-

 

-

 

Reimbursement of expenses

 

-

 

2,077

 

-

 

-

 

-

Fundación IRSA

 

Reimbursement of expenses

 

-

 

3

 

-

 

-

 

-

Estudio Zang, Bergel & Viñes

 

Legal services

 

-

 

-

 

(280)

 

-

 

-

Inversiones Financieras del Sur S.A.

 

Financial operations

 

-

 

58,345

 

-

 

-

 

-

 

 

Dividends receivables

 

-

 

359

 

-

 

-

 

-

Austral Gold

 

Reimbursement of expenses

 

-

 

328

 

-

 

-

 

-

La Rural S.A.

 

Reimbursement of expenses

 

-

 

-

 

(39)

 

-

 

-

Other Related parties

 

 

 

-

 

61,112

 

(7,062)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

Reimbursement of expenses

 

-

 

40

 

-

 

-

 

-

 

Director's fees

 

-

 

-

 

(1,080)

 

-

 

-

Total Directors and Senior Management

 

 

 

-

 

40

 

(1,080)

 

-

 

-

 

 

 

 

17,247

 

276,341

 

(14,231)

 

(111,260)

 

(2,308)

 

37


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.          Related party transactions (Continued)

 

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

 

Related party

 

Leases and/or rights

of use

 

Administration and management fees

 

Sale of goods and/or services

 

Purchase of goods and/or services

 

Corporate services

 

Legal services

 

Financial operations

 

Compensation of Directors and Senior Management

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRSA Inversiones y Representaciones S.A.

 

(235)

 

-

 

-

 

-

 

7,112

 

-

 

960

 

-

Futuros y Opciones.Com S.A.

 

-

 

130

 

1,376

 

(2,298)

 

-

 

-

 

-

 

-

Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA)

 

-

 

-

 

10,837

 

-

 

-

 

-

 

63

 

-

Helmir S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

238

 

-

Ombú Agropecuaria S.A.

 

-

 

214

 

-

 

-

 

-

 

-

 

-

 

-

Yuchán Agropecuaria S.A.

 

-

 

214

 

-

 

-

 

-

 

-

 

-

 

-

Yatay Agropecuaria S.A.

 

-

 

214

 

-

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries

 

(235)

 

772

 

12,213

 

(2,298)

 

7,112

 

-

 

1,261

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

-

 

-

 

849

 

-

 

-

 

-

 

-

 

-

Total Associates

 

-

 

-

 

849

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emprendimiento Recoleta S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

(898)

 

-

Panamerican Mall S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,538)

 

-

IRSA Propiedades Comerciales S.A.

 

(373)

 

-

 

-

 

-

 

18,316

 

-

 

(2,139)

 

-

Granos Olavarría S.A.

 

-

 

-

 

5,282

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries of the subsidiaries

 

(373)

 

-

 

5,282

 

-

 

18,316

 

-

 

(5,575)

 

-

 

38


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.       Related party transactions (Continued)

 

Related party

 

Leases and/or rights

of use

 

Administration and management fees

 

Sale of goods and/or services

 

Purchase of goods and/or services

 

Corporate services

 

Legal services

 

Financial operations

 

Compensation of Directors and Senior Management

Associates of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Hipotecario S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

(855)

 

-

Total Associates of the subsidiaries

 

-

 

-

 

-

 

-

 

-

 

-

 

(855)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estudio Zang, Bergel & Viñes

 

-

 

-

 

-

 

-

 

-

 

(310)

 

-

 

-

Inversiones Financieras del Sur S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

1,585

 

-

Hamonet S.A.

 

(46)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Isaac Elsztain e Hijos S.C.A.

 

(88)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total Other Related parties

 

(134)

 

-

 

-

 

-

 

-

 

(310)

 

1,585

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,316)

Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,400)

Total Directors and Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(6,716)

 

 

(742)

 

772

 

18,344

 

(2,298)

 

25,428

 

(310)

 

(3,584)

 

(6,716)

 

39


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.       Related party transactions (Continued)

 

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

 

Related party

 

Leases and/or rights of use

 

Administration and management fees

 

Sale of goods and/or services

 

Corporate services

 

Legal services

 

Financial operations

 

Compensation of Directors and Senior Management

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRSA Inversiones y Representaciones S.A.

 

(616)

 

-

 

-

 

7,609

 

-

 

2,305

 

-

BrasilAgro S.A.

 

-

 

-

 

-

 

-

 

-

 

11,343

 

-

Futuros y Opciones.Com S.A.

 

-

 

(71)

 

-

 

-

 

-

 

430

 

-

Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA)

 

-

 

-

 

32,204

 

-

 

-

 

(72)

 

-

Helmir S.A.

 

-

 

-

 

-

 

-

 

-

 

458

 

-

Agropecuaria Acres del Sud S.A.

 

-

 

-

 

-

 

-

 

-

 

2

 

-

Ombú Agropecuaria S.A.

 

-

 

128

 

-

 

-

 

-

 

-

 

-

Yuchán Agropecuaria S.A.

 

-

 

128

 

-

 

-

 

-

 

-

 

-

Yatay Agropecuaria S.A.

 

-

 

128

 

 

 

-

 

-

 

-

 

-

Total Subsidiaries

 

(616)

 

313

 

32,204

 

7,609

 

-

 

14,466

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

-

 

-

 

2,107

 

-

 

-

 

-

 

-

Total Associates

 

-

 

-

 

2,107

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emprendimiento Recoleta S.A.

 

-

 

-

 

-

 

-

 

-

 

(320)

 

-

Panamerican Mall S.A.

 

-

 

-

 

-

 

-

 

-

 

(569)

 

-

IRSA Propiedades Comerciales S.A.

 

21

 

-

 

-

 

13,842

 

-

 

1,258

 

-

Total Subsidiaries of the subsidiaries

 

21

 

-

 

-

 

13,842

 

-

 

369

 

-

 

40


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

30.          Related party transactions (Continued)

 

Related party

 

Leases and/or rights of use

 

Administration and management fees

 

Sale of goods and/or services

 

Corporate services

 

Legal services

 

Financial operations

 

Compensation of Directors and Senior Management

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estudio Zang, Bergel & Viñes

 

-

 

-

 

-

 

-

 

(163)

 

-

 

-

Inversiones Financieras del Sur S.A.

 

-

 

-

 

-

 

-

 

-

 

3,246

 

-

Hamonet S.A.

 

(41)

 

-

 

-

 

-

 

-

 

-

 

-

Isaac Elsztain e Hijos S.C.A.

 

(79)

 

-

 

-

 

-

 

-

 

-

 

-

Total other Related parties

 

(120)

 

-

 

-

 

-

 

(163)

 

3,246

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

-

 

-

 

-

 

-

 

-

 

-

 

(4,014)

Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,640)

Total Directors and Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,654)

 

 

(715)

 

313

 

34,311

 

21,451

 

(163)

 

18,081

 

(5,654)

 

 

41


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

31.          CNV General Resolution N° 622/13

 

As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Separate Financial Statements that disclosure the information required by the Resolution in Exhibits.

 

 

Exhibit A - Property, plant and equipment

Note 7 - Investment properties

 

Note 8 - Property, plant and equipment

Exhibit B - Intangible assets

Note 9 - Intangible assets

Exhibit C - Equity investments

Note 32 - Investments in subsidiaries, associates and joint ventures

Exhibit D - Other investments

Note 12 - Financial instruments by category

Exhibit E – Provisions

Note 13 - Trade and other receivables

 

Note 19 - Provisions

Exhibit F - Cost of sales and services

Note 33 - Cost of sales and services provided

Exhibit G - Foreign currency assets and liabilities

Note 34 - Foreign currency assets and liabilities

Exhibit H - Exhibit of expenses

Note 25 - Expenses by nature

 

 

 

42


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

32.    Investments in subsidiaries, associates and joint ventures

 

Issuer and type

of securities

Class

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer’s information

Interest in common stock

Main activity

Place of business / country of incorporation

Last financial statement issued

Common stock (nominal value)

Income (loss) for the period

Shareholders’ equity

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

BrasilAgro

Shares

23,150,050

730,003

829,945

Rs. 11.2100

Agricultural

Brazil

875,381

115,289

1,818,222

39.76%

 

Higher value

 

82,734

82,734

 

 

 

 

 

 

 

 

Goodwill

 

6,273

7,752

 

 

 

 

 

 

 

 

Intergroup transactions

 

(1,389)

(1,389)

 

 

 

 

 

 

 

 

 

 

817,621

919,042

 

 

 

 

 

 

 

 

Doneldon S.A.

 

Shares

 

262,664,792

386,133

386,533

Not publicly

Agricultural

Uruguay

 

262,665

 

(7,651)

 

228,470

100.00%

 

Intergroup transactions

 

(157,663)

(157,663)

traded

 

 

 

 

 

 

   

 

228,470

228,870

 

 

 

 

 

 

 

 

Futuros y Opciones.Com S.A.

 

Shares

 

972,614

15,937

16,565

Not publicly

Brokerage

Argentina

 

1,632

 

(1,055)

 

26,743

59.59%

 

Intergroup transactions

 

(225)

-

traded

   

 

 

 

 

 

 

 

15,712

16,565

     

 

 

 

 

   

 

 

 

     

 

 

 

 

 

FyO Trading S.A.

 

Shares

 

4,832

 

3

 

2

Not publicly traded

 

Brokerage

 

Argentina

 

220

 

28

 

127

 

2.20%

 

 

 

3

2

     

 

 

 

 

 

 

 

 

 

     

 

 

 

 

Helmir S.A.

Shares

548,347,685

220,026

205,416

Not publicly

Investment

Uruguay

90,624

14,723

250,494

100.00%

 

 

 

(2,517)

(2,517)

traded

   

 

 

 

 

 

 

 

217,509

202,899

     

 

 

 

 

 

 

 

 

 

     

 

 

 

 

Sociedad Anónima Carnes Pampeanas S.A.

 

Shares

 

64,808,660

 

12,647

 

(8,043)

Not publicly traded

 

Agroindustrial

 

Argentina

 

66,309

 

(14,902)

 

12,940

 

97.74%

 

 

 

12,647

(8,043)

     

 

 

 

 

 

43


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

32.                Investments in subsidiaries, associates and joint ventures(Continued)

 

Issuer and type

of securities

Class

Amount

Value recorded as of 09.30.15

Value recorded as of 06.30.15

Market value as of 09.30.15

Issuer’s information

Interest in common stock

Main activity

Place of business /

country of incorporation

Last financial statement issued

Common stock (nominal value)

Income (loss) for the period

Shareholders’ equity

 

 

 

 

       

 

 

 

 

IRSA Inversiones y

Shares

369,842,681

1,434,341

1,592,615

23.500

Real Estate

Argentina

574,874

364,229

2,887,672

64.33%

Representaciones S.A.

Intergroup transactions

 

(222,120)

(222,120)

     

 

 

 

 

 

Higher value

 

93,501

98,860

     

 

 

 

 

 

Goodwill

 

14,331

14,331

     

 

 

 

 

 

 

 

1,320,053

1,483,686

     

 

 

 

 

Total Subsidiaries

 

 

2,612,015

2,843,021

     

 

 

 

 

   

 

 

 

     

 

 

 

 

Associates

 

 

 

 

     

 

 

 

 

Granos Olavarría S.A.

Shares

264

208

208

Not publicly traded

Warehousing and

Argentina

512

1

9,445

2.20%

 

Goodwill

 

15

15

 

Brokerage

 

 

 

 

 

   

 

223

223

     

 

 

 

 

 

 

 

 

 

     

 

 

 

 

Agromanagers S.A.

Shares

981,029

1,764

1,996

Not publicly traded

Investment

Argentina

2,094

(497)

3,765

46.84%

 

Goodwill

 

796

796

 

 

 

 

 

 

 

   

 

2,560

2,792

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

Agrofy S.A.

Shares

45,230

(181)

-

Not publicly traded

Advertising

Argentina

100

(500)

400

45.23%

   

 

(181)

-

 

 

 

 

 

 

 

Agrouranga S.A.

Shares

893,069

16,854

19,371

Not publicly traded

Agricultural

Argentina

8,512

(253)

47,180

35.72%

 

Higher value

 

11,179

11,179

 

 

 

 

 

 

 

   

 

28,033

30,550

 

 

 

 

 

 

 

Total Associates

 

 

30,635

33,565

 

 

 

 

 

 

 

Total investments in subsidiaries, associates and joint ventures as of 09.30.15

 

 

2,642,650

 

 

 

 

 

 

 

 

Total investments in associates and joint ventures as of 06.30.15

 

 

 

2,876,586

 

 

 

 

 

 

 

 

44


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

33.          Cost of sales and services provided

 

Description

Biological assets

Inventories

Others

Total as of 09.30.15

Total as of 09.30.14

Beginning of the period

405,842

337,327

-

743,169

562,784

Initial recognition and changes in the fair value of biological assets and agricultural produce at the point of harvest

28,969

-

-

28,969

29,689

Changes in the net realizable value of agricultural produce after harvest

-

(8,330)

-

(8,330)

(14,822)

Increase due to harvest

-

81,085

 

81,085

209,496

Purchases and classifications

188

105,213

-

105,401

85,752

Consume

(195)

(47,481)

-

(47,676)

(52,478)

Incorporated by merger

-

-

-

-

65

Expenses incurred

-

-

2,847

2,847

1,871

End of the period

(386,616)

(320,743)

-

(707,359)

(561,925)

Cost as of 09.30.15

48,188

147,071

2,847

198,106

-

Cost as of 09.30.14

54,206

204,355

1,871

-

260,432

 

 

 

45


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

34.          Foreign currency assets and liabilities

 

Book amounts of foreign currency assets and liabilities as of September 30, 2015 and June 30, 2015 are as follows:

 

Items

 

Amount of foreign currency

 

Prevailing exchange rate (1)

 

Total as of 09.30.15

 

Amount of foreign currency

 

Prevailing exchange rate (2)

 

Total as of 06.30.15

Assets

 

 

 

 

 

   

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

   

 

 

 

 

 

US Dollar

 

2,346

 

9.322

 

21,871

 

1,615

 

8.988

 

14,520

Brazilian Reais

 

0.74

 

2.700

 

2

 

-

 

-

 

-

Euro

 

4

 

10.404

 

47

 

5

 

10.005

 

46

Yenes

 

38

 

0.078

 

3

 

41

 

0.073

 

3

Total cash and cash equivalents

 

 

 

 

 

21,923

 

 

 

 

 

14,569

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

2,466

 

9.322

 

22,989

 

1,377

 

8.988

 

12,373

Receivables with related parties:

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

6,780

 

9.422

 

63,878

 

7,239

 

9.088

 

65,784

Brazilian Reais

 

14,605

 

3.350

 

48,926

 

16,041

 

3.350

 

53,738

Total trade and other receivables

 

 

 

 

 

135,793

 

 

 

 

 

131,895

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Investments with related parties:

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

1,831

 

9.422

 

17,256

 

1,898

 

9.088

 

17,247

Total investment in financial assets

 

 

 

 

 

17,256

 

 

 

 

 

17,247

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

62

 

9.322

 

577

 

-

 

-

 

-

Total derivative financial instruments

 

 

 

 

 

577

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

3,492

 

9.422

 

32,898

 

3,410

 

9.088

 

30,991

Euros

 

0.38

 

10.539

 

4

 

0.39

 

10.140

 

4

Payables with related parties:

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

8

 

9.422

 

75

 

-

 

-

 

-

Brazilian Reais

 

1,016

 

3.050

 

3,098

 

849

 

3.350

 

2,844

Total trade and other payables

 

 

 

 

 

36,075

 

 

 

 

 

33,839

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

64

 

9.422

 

601

 

293

 

9.088

 

2,663

Total derivative financial instruments

 

 

 

 

 

601

 

 

 

 

 

2,663

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

232,250

 

9.422

 

2,188,259

 

210,403

 

9.088

 

1,912,138

Total borrowings

 

 

 

 

 

2,188,259

 

 

 

 

 

1,912,138

 

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

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

46


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

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

Documentation storage provider

 

Location

Bank S.A.

 

Ruta Panamericana Km 375, Garín, Province of Buenos Aires

Av. Fleming 2190, Munro, Province of Buenos Aires

   

Carlos Pellegrini 1401, Avellaneda, Province of Buenos Aires

     

Iron Mountain Argentina S.A.

 

Av. Amancio Alcorta 2482, Autonomous City of Buenos Aires

 

Pedro de Mendoza 2143, Autonomous City of Buenos Aires

 

Saraza 6135, Autonomous City of Buenos Aires

 

Azara 1245, Autonomous City of Buenos Aires

 

Polígono industrial Spegazzini, Autopista Ezeiza Km 45, Cañuelas, Province of Buenos Aires

   

Cañada de Gomez 3825, Autonomous City of Buenos Aires

 

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

 

On February 5, 2014 there was a widely known fire in Iron Mountain’s warehouse, which is a supplier of the Company and where Company’s documentation was being kept. Based on the internal review carried out by the Company, duly reported to the Argentine Securities Exchange Commission on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal operations.

 

36.          Negative working capital

 

At the end of the period, the Company carried a working capital deficit of Ps. 165,620 whose treatment is being considered by the Board of Directors and the respective Management.

 

47


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

37.          Subsequent events

 

See subsequent events in Note 42 to the Unaudited Condensed Interim Consolidated Financial Statements.

           

 

48


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

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

 

1.     Specific and significant legal systems that imply contingent lapsing or rebirth of benefits envisaged by such provisions.

 

None.

 

2.      Significant changes in the Company´s activities or other similar circumstances that occurred during the fiscal years included in the financial statements, which affect their comparison with financial statements filed in previous fiscal years, or that could affect those to be filed in future fiscal years.

 

Are detailed in the Business Review.

 

3.      Receivables and liabilities by maturity date.

 

Items

Falling due

(Point 3.a.)

Without term (Point 3.b.)

Without term (Point 3.b.)

To be due (Point 3.c.)

Total

09.30.15

Current

Non-current

Up to 3 months

From 3 to 6

months

From 6 to 9

months

From 9 to 12

months

From 1 to 2

years

From 2 to 3

years

From 3 to 4

years

From 4 years on

Accounts receivables

Trade and other receivables

-

26,181

-

366,495

-

855

16

-

-

-

-

393,547

 

Income tax credit and deferred income tax

-

-

572,149

6,019

-

-

-

-

-

-

-

578,168

 

Total

-

26,181

572,149

372,514

-

855

16

-

-

-

-

971,715

Liabilities

Trade and other payables

-

3,269

-

147,323

-

-

-

305

305

179

-

151,381

 

Borrowings

-

-

-

382,579

271,507

2,646

189,387

385,874

838,478

1,065,881

64,557

3,200,909

 

Payroll and social security liabilities

-

-

-

19,818

9,422

-

10,167

-

-

-

-

39,407

 

Provisions

-

1,780

2,093

-

-

-

-

-

-

-

-

3,873

 

Total

-

5,049

2,093

549,720

280,929

2,646

199,554

386,179

838,783

1,066,060

64,557

3,395,570

 

49


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

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

 

 

4.a.     Breakdown of accounts receivable and liabilities by currency and maturity.

 

Items

Current

Non-current

Total

Local currency

Foreign currency

Total

Local currency

Foreign currency

Total

Local currency

Foreign currency

Total

Accounts receivables

Trade and other receivables

257,754

135,793

393,547

-

-

-

257,754

135,793

393,547

 

Income tax credit and deferred income tax

6,019

-

6,019

572,149

-

572,149

578,168

-

578,168

 

Total

263,773

135,793

399,566

572,149

-

572,149

835,922

135,793

971,715

Liabilities

Trade and other payables

114,517

36,075

150,592

789

-

789

115,306

36,075

151,381

 

Borrowings

828,132

17,987

846,119

196,939

2,157,851

2,354,790

1,025,071

2,175,838

3,200,909

 

Payroll and social security liabilities

39,407

-

39,407

-

-

-

39,407

-

39,407

 

Provisions

1,780

-

1,780

2,093

-

2,093

3,873

-

3,873

 

Total

983,836

54,062

1,037,898

199,821

2,157,851

2,357,672

1,183,657

2,211,913

3,395,570

               

 

4.b.     Breakdown of accounts receivable and liabilities by adjustment clause.

 

On March 31, 2014 there are no receivable and liabilities subject to adjustment clause.

 

50


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

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

 

 

4.c.     Breakdown of accounts receivable and liabilities by interest accrual.

 

Items

Current

Non-current

Accruing interest

Non

Accruing interest

 

Total

Accruing interest

Non-accruing interest

Subtotal

Accruing interest

Non-accruing interest

Subtotal

Fixed

Floating

Fixed

Floating

Fixed

Floating

Accounts receivables

Trade and other receivables

855

58,569

334,123

393,547

-

-

-

-

855

58,569

334,123

393,547

 

Income tax credit and deferred income tax

-

-

6,019

6,019

-

-

572,149

572,149

-

-

578,168

578,168

 

Total

855

58,569

340,142

399,566

-

-

572,149

572,149

855

58,569

912,291

971,715

Liabilities

Trade and other payables

-

-

150,592

150,592

-

-

789

789

-

-

151,381

151,381

 

Borrowings

392,864

431,463

21,792

846,119

2,032,888

320,927

975

2,354,790

2,425,752

752,390

22,767

3,200,909

 

Payroll and social security liabilities

-

-

39,407

39,407

-

-

-

-

-

-

39,407

39,407

 

Provisions

-

-

1,780

1,780

-

-

2,093

2,093

-

-

3,873

3,873

 

Total

392,864

431,463

213,571

1,037,898

2,032,888

320,927

3,857

2,357,672

2,425,752

752,390

217,428

3,395,570

 

 

51


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

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

 

 

5.         Companies under section 33 of law N° 19,550 and other related parties.

 

a.   Interest in companies under section 33 of law N° 19,550.

 

Name of the entity

Place of business / country of incorporation

Principal activity

(*)

% of ownership interest held by the Group

 

Direct equity interest:

     

BrasilAgro-Companhía Brasileira de Propiedades Agrícolas (1)

Brazil

Agricultural

40.15%

Doneldon S.A.

Uruguay

Investment

100%

Futuros y Opciones.Com S.A.

Argentina

Brokerage

59.59%

Helmir S.A.

Uruguay

Investment

100.00%

IRSA

Argentina

Real Estate

64 .33% (2)

FyO Trading S.A.

Argentina

Brokerage

2.20%

Sociedad Anónima Carnes Pampeanas

Argentina

Agro-industrial

97.74%

Agromanagers S.A.

Argentina

Financing

46.84%

Agrouranga S.A.

Argentina

Agricultural

35.72%

Granos de Olavarría S.A.

Argentina

Warehousing and brokerage

2.20%

Agrofy S.A

Argentina

Advertising

45.23%

 

(*)  All companies whose principal activity is “investment” do not have significant assets and liabilities other than their respective interest holdings in operating entities.

 

(1)   The Group has consolidated the investment in BrasilAgro-Companhía Brasileira de Propiedades Agrícolas (BrasilAgro) considering that the Company exercises “de facto control” over it.

(2)   The effect of treasury shares as of September 30, 2015 was not considered.

 

b.   Related parties debit / credit balances under section 33 of law N° 19,550. See Note 30.

 

6.         Loans to directors.

 

See Note 30.

 

7.         Inventories.

 

The company conducts physical inventories once a fiscal year in each property, covering all the assets under such account. There is no relevant immobilization of inventory.

 

8.         Current values.

 

See Note 2 to the Consolidated Financial Statements as of June 30, 2015 and 2014.

52


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

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

 

9.         Appraisal revaluation of property, plant and equipment.

 

None.

 

10.       Obsolete unused property, plant and equipment.

 

None.

 

11.       Equity interest in other companies in excess of that permitted by section 31 of law N° 19,550.

 

None.

 

12.       Recovery values.

 

See Note 2 to the Consolidated Financial Statements as of June 30, 2015 and 2014.

 

13.       Insurances.

 

The types of insurance used by the company were the following:

 

Insured property

Risk covered

Amount insured

Ps.

Book value

Ps.

Buildings, machinery, silos, installation and furniture and equipment

Theft, fire and technical insurance

343,264

478,170

Vehicles

Third parties, theft, fire and civil liability

17,546

5,884

 

14.       Allowances and provisions that, taken individually or as a whole, exceed 2% of the shareholder’s equity.

 

None.

 

15.       Contingent situations at the date of the financial statements which probabilities are not remote and the effects on the Company’s financial position have not been recognized.

 

Not applicable.

 

16.     Status of the proceedings leading to the capitalization of irrevocable contributions towards future subscriptions.

 

Not applicable.

53


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Information required by Section 68 of the Buenos Aires Stock Exchange Regulations

and Section 12, Chapter III, Title IV of Resolution 622/13

Unaudited Condensed Interim Statement of Financial Position as of September 30, 2015

Stated in thousands of pesos

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

 

17.       Unpaid accumulated dividends on preferred shares.

 

None.

 

18.       Restrictions on distributions of profits.

 

According to the Argentine laws, 5% of the profit of the year is separated to constitute legal reserves until they reach legal capped amounts (20% of total capital). These legal reserves are not available for dividend distribution.

 

 

 

 

54


 
 

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

  

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL

STATEMENTS

 

To the Shareholders, President and Directors of

Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria

Legal address: Moreno 877 – 23° floor

Autonomous City Buenos Aires

Tax Code No. 30-50930070-0

 

Introduction

 

 

We have reviewed the unaudited condensed interim separate  financial  statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (hereinafter “the Company”) which included the statement of financial position as of September 30, 2015, the statement of income and comprehensive income for the three-month period ended September 30, 2015, the statement of changes in shareholders’ equity and the statement of cash flows for the three -month period ended September 30, 2015 and selected explanatory notes.

 

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

 

Management responsibility

 

 

The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim separate financial statements in accordance with professional accounting standards of Technical Resolution No. 26 of the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) added by the National Securities Commission (CNV) to its regulations. Those standards differ from the International Financial Reporting Standards (IFRS) and, especially, from the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34) approved by the International Accounting Standard Board (IASB) and used for the preparation of the unaudited condensed interim consolidated financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria with its subsidiaries as to the aspects mentioned in note 2.2 to the unaudited condensed interim separate financial statements attached.

 

 

 

 

 


 
 

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

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL

STATEMENTS (Continued)

 

 

Scope of our review

 

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

 

Conclusion

 

Nothing came to our attention as a result of our review that caused us to believe that these unaudited condensed interim separate financial statements mentioned in the first paragraph of this report have not been prepared in all material respects in accordance with the regulations of Technical Resolution No. 26 of the Argentine Federation of Professional Councils in Economic Sciences for separate financial statements of a parent company.

 

Report on compliance with current regulations

 

In accordance with current regulations, we report about Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria that:

 

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

 

b)          the unaudited condensed interim separate financial statements of  Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria arise from accounting records carried in all formal aspects in conformity with the applicable legal provisions;

 

c)           we have read the additional information to the notes to the unaudited condensed interim separate financial statements required by section 68 of the listing regulations of the Buenos Aires Stock Exchange and by section 12 of Chapter III Title IV of the  text of the National Securities Commission, on which, as regards these matters that are within our competence, we have no observations to make;

 

 

 


 
 

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

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL

STATEMENTS (Continued)

 

 

 

d)          at September 30, 2015, the debt of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria owed in favor of the Argentina Integrated Pension System which arises from accounting records and submissions amounted to Ps. 11,601,845 which was no callable at that date.

 

 

 

 

Autonomous City of Buenos Aires, November 11, 2015

 

 

 

 

 

 

 

 

 

PRICE WATERHOUSE & Co. S.R.L.

 

 

                                   (Partner)

C.P.C.E.C.A.B.A. Tº 1 Fº 17

Dr. Carlos Martín Barbafina

Public Accountant (U.C.A.)

C.P.C.E.C.A.B.A. Tº 175 Fº 65

 

 

 

 

 


 

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

Summary as of September 30, 2015

 

Buenos Aires, November 11, 2015 - Cresud S.A.C.I.F. y A. (NASDAQ: CRESY – BCBA: CRES), one of the leading agricultural companies in South America, announces today its results for the first three months of fiscal year 2016 ended September 30, 2015.

Highlights

For fiscal year 2016 we expect a moderate development of an “El Niño” season, with above-average rainfall rates. We have reduced the area to be planted in the region as a result of the sales made during fiscal year 2015, mainly Cremaq in Brazil and Fon Fon in Bolivia. In Argentina, given the current macroeconomic conditions and the industry’s profitability equation, we have slightly reduced the area leased to third parties.

 

As concerns land development and sale of farms, we are analyzing the size of the area to be developed during this season, whilst we expect to be able to consummate sales of farms that have reached optimum appreciation. Following our sale of 4 establishments in the region in 2015 with very good results, we made no sales of farmlands during the first quarter of this fiscal year.

 

Profit from operations from our subsidiary IRSA keeps reflecting the soundness of its business, mainly in its shopping center and office building segments. IRSA’s EBITDA grew 14.0% in the first quarter of 2016, reaching ARS 778.6 million.

Consolidated Results

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

1,624.4

1,523.5

6.6%

Costs

(1,194.6)

(1,243.2)

(3.9%)

Initial recognition and changes in the net realizable value of biological assets and agricultural products at the point of harvest

196.6

282.2

(30.3%)

Changes in the net realizable value of agricultural products after harvest

(8.9)

(22.0)

(59.4%)

Gross profit

617.5

540.5

14.2%

Gain from disposal of investment properties

383.6

316.8

21.1%

Gain from disposal of farmlands

-

-

-

General and administrative expenses

(194.5)

(139.4)

39.5%

Selling expenses

(146.5)

(122.5)

19.8%

Other profit from operations, net

10.7

1.0

-

Profit from operations

670.8

596.3

12.5%

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

(496.7)

(102.7)

383.5%

Profit from operations before financing and taxation

174.1

493.6

(64.7%)

Financial results, net

(446.9)

(340.8)

31.1%

(Loss)/ Profit before income tax

(272.8)

152.7

-

Income tax expense

(89.0)

(131.1)

(32.1%)

Net (Loss) / Income

(361.8)

21.7

-

 

 

 

 

Attributable to:

 

 

 

Cresud’s Shareholders

(292.2)

(122.0)

139.5%

Non-controlling interest

(69.6)

143.7

-

 

      During this quarter our revenues were 6.6% higher than in the same period of the previous fiscal year. This was mainly due to a 20.9% increase in revenues from the urban segment, offset by a decrease of 12.9% in the agricultural segment.

 

1


 

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

Summary as of September 30, 2015

 

      Gross profit rose 14.2% during the first three months of fiscal year 2016, mainly due to a 22.4% increase in gross profit from the urban segment, offset to a lower extent by a reduction in gross profit from the agricultural segment.

      Moreover, profit from operations grew 12.5%, mainly explained by the sales of office floors in Maipú 1300 and Intercontinental Plaza buildings by our subsidiary IRSA.

      Despite the increase in profit from operations, we recorded a net loss of ARS 361.8 million, compared to net income for ARS 21.7 million in the same period of fiscal year 2015, mainly due to a decrease in the value of the financial asset held by our subsidiary IRSA, through the Dolphin fund, in its investment in IDB Development Corporation, which has changed its valuation method effective as of the quarter under review (for further information on the change in the method, see note 3 to IRSA Inversiones y Representaciones S.A.’s Financial Statements).

Description of Operations by Segment

 

3M 2016

3M 2015

Variation

 

Agri

Urban

Total

Agri

Urban

Total

Agri

Urban

Total

Revenues

679.9

721.0

1.400.9

780.2

596.3

1.376.5

(12.9%)

20.9%

1.8%

Costs

(778.2)

(180.8)

(959.0)

(927.5)

(155.0)

(1.082.4)

(16.1%)

16.6%

(11.4%)

Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest

193.4

-

193.4

274.7

-

274.7

(29.6%)

-

(29.6%)

Changes in the net realizable value of agricultural products after harvest

(8.9)

-

(8.9)

(22.0)

-

(22.0)

(59.4%)

-

(59.4%)

Gross profit

86.1

540.3

626.3

105.4

441.3

546.7

(18.3%)

22.4%

14.6%

Gain from disposal of investment properties

-

383.6

383.6

-

316.8

316.8

-

21.1%

21.1%

Gain from disposal of farmlands

-

-

-

21.0

-

21.0

(100.0%)

-

(100.0%)

General and administrative expenses

(64.0)

(132.4)

(196.3)

(60.8)

(80.3)

(141.1)

5.1%

64.9%

39.1%

Selling expenses

(92.3)

(55.4)

(147.7)

(87.5)

(38.1)

(125.5)

5.5%

45.7%

17.7%

Other operating results, net

23.4

(12.9)

10.4

(2.2)

2.9

0.7

-

-

1370.4%

Profit / (loss) from operations

(46.8)

723.1

676.4

(24.2)

642.7

618.5

93.5%

12.5%

9.4%

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

(0.6)

(493.1)

(493.7)

(1.2)

(117.2)

(118.4)

(52.2%)

320.6%

317.0%

Segment Profit / (Loss)

(47.3)

230.1

182.7

(25.3)

525.4

500.1

86.8%

(56.2%)

(63.5%)

 

Our Portfolio

Our portfolio is composed of 289,746 hectares in operation and 513,886 hectares of land reserves distributed among 4 countries in the region: Argentina, with a mixed model combining land development and agricultural production; Bolivia, with a productive model in Santa Cruz de la Sierra; and through our subsidiary BrasilAgro, Brazil and Paraguay, where the strategy is exclusively focused on the development of lands.

 

 

2


 

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

Summary as of September 30, 2015

 

Breakdown of Hectares (*)

(Own and under Concession)

 

 

Productive Lands

Land Reserves

 

Agricultural

Beef Cattle / Milk

Under Development

Reserved

Total

Argentina

71,653

159,481(**)

3,042

324,438

558,613

Brazil

35,349

5,953

4,415

78,639

124,356

Bolivia

8,133

-

-

4,200

12,333

Paraguay

7,051

2,126

4,700

94,453

108,330

Total

122,186

167,560

12,157

501,729

803,632

 

* Includes Brazil at 100%, Cresca at 50%, Agrouranga at 35.723% and 132,000 hectares under concession.

**Includes 85,000 hectares intended for sheep breeding.

 

 

 

Segment Income

Agricultural Segment:

I)      Development, Transformation and Sale of Farmlands

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 affects the global values of farmlands.

After the closing of fiscal year 2015, when we had sold 4 farms for ARS 814.3 million, we made no sales of farmlands during the first quarter of fiscal year 2016.

 

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

-

-

 

Costs

(2.4)

(2.7)

(10.3%)

Gross loss

(2.4)

(2.7)

(10.3%)

Gain from disposal of investment properties

-

-

-

Gain from disposal of farmlands

-

21.0

(100.0%)

Profit / (loss) from operations

(2.8)

12.0

-

Segment Profit / (Loss)

(2.8)

12.0

-

 

 

Area under Development (hectares)

Developed in 2014/2015

Projected for 2015/2016

Argentina

1,703

0

Brazil

7,475

4,414

Paraguay (1)

2,367

0

Total

11,545

4,414

(1) Includes the farms of Cresca S.A. at 100%.

 

 

3


 

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

Summary as of September 30, 2015

 

      During the past season we developed more than 11,000 hectares in the region. We expect to develop 4,414 additional hectares in Brazil during this season, while we are analyzing the size of the area to be developed in Argentina and Paraguay.

 

II)   Agricultural Production

II.a) Crops and Sugarcane

Crops

 

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

270.5

330.4

(18.1%)

Costs

(308.0)

(437.9)

(29.7%)

Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest

97.7

161.1

(39.4%)

Changes in the net realizable value of agricultural products after harvest

(8.9)

(22.0)

(59.4%)

Gross profit

51.2

31.5

62.3%

General and administrative expenses

(36.7)

(38.9)

(5.6%)

Selling expenses

(62.8)

(50.6)

24.1%

Other operating results, net

21.7

(2.6)

-

Profit / (loss) from operations

(26.7)

(55.3)

51.8%

Share of loss of associates and joint ventures

(0.1)

(1.0)

(90.7%)

Segment Loss

(26.8)

(56.4)

52.5%

           

Sugarcane

 

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

101.6

100.2

1.5%

Costs

(143.2)

(151.2)

(5.3%)

Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest

51.5

67.2

(23.4%)

Changes in the net realizable value of agricultural products after harvest

-

-

-

Gross profit / (loss)

9.9

16.2

(38.8%)

General and administrative expenses

(6.6)

(5.3)

23.0%

Selling expenses

(2.7)

(4.9)

43.7%

Other operating results, net

(0.1)

0.0

-

Profit / (loss) from operations

0.5

6.0

(91.1%)

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

-

-

-

Segment profit / (loss)

0.5

6.0

(91.1%)

 

Operations

 

Production Volume (1)

IQFY16

IQFY15

IQFY14

IQFY13

IQFY12

Corn

165.0

211.2

72.7

83.7

106.8

Soybean

0.3

0.8

1.0

0.3

2.2

Wheat

0.1

0.0

0.0

0.7

1.0

Sorghum

0.3

1.3

3.7

5.1

5.6

Sunflower

0.0

0.2

0.0

0.0

0.2

Other

3.0

1.7

0.5

1.7

22.5

Total Crops (thousands of tons)

168.6

215.2

77.8

91.4

138.2

Sugarcane (thousands of tons)

556.5

415.8

437.4

450.3

556.0

 

(1)Includes BrasilAgro, CRESCA at 50%. Excludes Agrouranga.

4


 

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

Summary as of September 30, 2015

 

 

 

 

Volume of

IQFY16

IQFY15

IQFY14

IQFY13

IQFY12

Sales (1)

D.M.

F.M.

Total

D.M.

F.M.

Total

D.M.

F.M.

Total

D.M.

F.M.

Total

D.M.

F.M.

Total

Corn

62.6

23.6

86.2

150.9

0.0

150.9

138.3

0.0

138.3

92.1

10.2

102.3

87.3

0.0

87.3

Soybean

41.3

8.6

49.9

36.7

14.2

50.9

49.9

3.0

52.8

22.2

5.5

27.7

41.5

2.1

43.6

Wheat

5.1

28.9

34.0

0.2

0.0

0.2

0.2

0.0

0.2

4.3

0.0

4.3

2.7

0.0

2.7

Sorghum

0.1

0.0

0.1

0.3

0.0

0.3

2.4

0.0

2.4

3.5

0.0

3.5

0.0

0.0

0.0

Sunflower

0.6

0.0

0.6

1.7

0.0

1.7

5.7

0.0

5.7

1.7

0.0

1.7

6.9

0.0

6.9

Other

1.1

0.0

1.1

0.0

0.0

0.0

5.4

0.0

5.4

5.2

0.0

5.2

13.0

0.0

13.0

Total Crops (thousands of tons)

110.7

61.1

171.8

189.9

14.2

204.1

202.0

3.0

204.9

128.9

15.7

144.6

151.4

2.1

153.5

Sugarcane (thousands of tons)

554.0

0.0

554.0

415.8

0.0

415.8

455.4

0.0

455.4

355.6

0.0

355.6

415.8

0.0

415.8

D.M.: Domestic market

F.M.: Foreign market

(1) Includes BrasilAgro, CRESCA at 50%. Excludes Agrouranga.

 

      The Crops segment increased by ARS 29.6 million during the first three months of fiscal year 2016 as compared to the same period of the previous fiscal year, mainly due to:

·         an increase in income from sales, driven by lower sale costs, which offset the fall in revenues;

·         an increase in the net realizable value of agricultural products after harvest mainly originated in a greater drop in corn throughout the previous period;

·         an increase in gains from soybean hedging transactions; and

·         a drop in the Initial recognition and changes in the net realizable value of biological assets and agricultural products at the point of harvest, derived from lower results than expected upon seeding, mainly caused by lower corn prices.

 

      The Sugarcane segment decreased by ARS 5.5 million in the first three months of fiscal year 2016 as compared to the same period of the previous fiscal year, mainly explained by:

·         lower production income in Brazil due to a smaller area, lower expected yield and higher costs;

·         a reduction in production income in Bolivia due to higher costs, offset by higher yields; and

·         higher income from sales net of selling expenses, represented mainly by Brazil, as a result of the 36.2% increase in volume sold and higher margin in Reais (R$).

 

Area in Operation - Crops (hectares)1

As of 9/30/15

As of 9/30/14

YoY Var

Own farms

108.906

129.361

(15.8%)

Leased farms

39.804

50.157

(20.6%)

Farms under concession

24.602

16.786

46.6%

Own farms leased to third parties

2.573

8.752

(70.6%)

Total Area Assigned to Crop Production

175.885

207.428

(15.2%)

1 Includes surface area under double cropping, all the farms in Argentina, Bolivia, Paraguay and Brazil, and AgroUranga (Subsidiary – 35.72%).

 


 

5


 

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

Summary as of September 30, 2015

 

 

The area assigned to the crop segment decreased by 15.2% as compared to the same period of the previous fiscal year, reaching 175,885 hectares mainly due to the smaller area resulting from the sale of farms made in 2015 and smaller area leased to third parties.

II.b) Cattle and Dairy Production

During the first quarter of fiscal year 2016 we recorded mixed results in our cattle and dairy business in Argentina, reflecting the combined effect of higher beef production volumes, a slight decrease in milk production due to a smaller number of milking cows, and an increase in livestock prices, accompanied by a slight decrease in milk prices.

 

 

Production Volume (1)

IQFY16

IQFY15

IQFY14

IQFY13

IQFY12

Cattle herd (thousands of tons)

1.5

1.2

1.7

1.6

1.3

Milking cows (thousands of tons)

0.1

0.1

0.1

0.1

0.0

Beef cattle (thousands of tons)

1.6

1.3

1.8

1.7

1.3

Milk (millions of liters)

4.5

4.6

4.8

4.1

4.1

(1)Includes BrasilAgro, CRESCA  at 50%. Excludes Agro-Uranga S.A.

 

Volume of

IQFY16

IQFY15

IQFY14

IQFY13

IQFY12

Sales (1)

D.M.

F.M.

Total

D.M.

F.M.

D.M.

F.M.

Total

D.M.

F.M.

D.M.

F.M.

Total

D.M.

F.M.

Cattle herd

3.1

0.0

3.1

4.0

0.0

4.0

4.0

0.0

4.0

2.3

0.0

2.3

3.0

0.0

3.0

Milking cows

0.2

0.0

0.2

0.1

0.0

0.1

0.2

0.0

0.2

0.1

0.0

0.1

0.1

0.0

0.1

Beef cattle (thousands of tons)

3.3

0.0

3.3

4.1

0.0

4.2

4.2

0.0

4.2

2.4

0.0

2.4

3.1

0.0

3.1

Milk (millions of liters)

4.4

0.0

4.4

4.4

0.0

4.4

4.6

0.0

4.6

4.0

0.0

4.0

4.0

0.0

4.0

 

D.M.: Domestic market

F.M: Foreign market

(1) Includes BrasilAgro, CRESCA at 50%. Excludes Agrouranga

Cattle

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

58.0

62.3

(6.9%)

Costs

(78.7)

(82.7)

(4.9%)

Initial Recognition and Changes in the value of biological assets and agricultural products

28.2

29.2

(3.2%)

Changes in the net realizable value of agricultural products

-

0.0

-

Gross profit

7.6

8.8

(13.5%)

Profit from operations

(7.9)

(6.4)

22.2%

Segment Profit

(7.9)

(6.4)

22.2%

 

6


 

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

Summary as of September 30, 2015

 

 

      Gross profit from the Cattle segment for the first three months of fiscal year 2016 decreased by ARS 1.2 million compared to the same period of 2015, explained mainly by:

      Higher income from sales of ARS 2.4 million mainly due to the significant 21.7% increase in livestock prices;

      An increase in production income of ARS 1.2 million, largely reflecting an increase of 34.5% in kilograms produced; and

      Lower holding results of ARS 4.8 million derived from lower average livestock prices than in the same quarter of the previous fiscal year.

 

 

Area in Operation – Beef Cattle (hectares)

As of 9/30/15

As of 9/30/14

YoY Var

Own farms

73,007

76,977

(5.2%)

Leased farms

12,635

13,501

(6.4%)

Farms under concession

820

869

(5.6%)

Own farms leased to third parties

5,953

5,078

(17.2%)

Total Area Assigned to Beef Cattle Production

92,415

96,425

(4.2%)

 

      We decreased by 4.2% the area of farms assigned to cattle production, mainly as a result of a reduction in the operation of own farms, leased farms and farms under concession.

 

Stock of Cattle Herds

As of 9/30/15

As of 9/30/14

YoY Var

Breeding stock

55,278

53,646

3.0%

Winter grazing stock

8,140

6,157

32.2%

Milk farm stock

5,438

6,378

(14.7%)

Total Stock (heads)

68,856

66,181

4.0%

 

Dairy

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

17.5

17.5

0.2%

Costs

(33.6)

(32.8)

2.4%

Changes in the net realizable value of biological assets and agricultural products

16.0

17.2

(7.0%)

Gross profit

(0.1)

1.8

-

Profit / (loss) from operations

(2.8)

(0.4)

605.9%

Segment Profit / (Loss)

(2.8)

(0.4)

605.9%

 

Milk Production

IQ 2016

IQ 2015

YoY Var

Daily average milking cows (heads)

1,996

2,208

(9.6%)

Milk Production / Milking Cow / Day (liters)

24.72

22.19

11.4%

 

      Revenues from this segment remained constant. There was a drop in milk prices that was offset by an increase in the sale of milking cows. On the other hand, costs for the sale of milk decreased proportionally to milk revenues, whereas costs related to livestock were significantly higher, resulting in a lower sales margin.

 

7


 

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

Summary as of September 30, 2015

 

      In turn, milk production income decreased due to a drop in prices and lower volume sold as a result of a smaller amount of milking cows, thus explaining the decrease of ARS 1.9 million in gross profit from the Dairy segment for the first three months of fiscal year 2016 compared to the same period of 2015.

 

Area in Operation – Dairy (hectares)

As of 9/30/15

As of 9/30/14

YoY Var

Own farms

2,780

2,864

-2.9%

 

      We perform our milking business in El Tigre farm. There was a 2.9% change in the area assigned to milking cows.

 

III: Other Segments

Under “Other” we report the results from Leases and Agricultural Services, Agro-industrial Activities and our investment in FyO.

 

Leases and Agricultural Services

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

11.6

14.1

(17.8%)

Costs

(4.8)

(5.2)

(8.2%)

Gross profit

6.8

8.9

(23.4%)

Profit from operations

5.6

8.1

(30.6%)

Segment Profit

5.6

8.1

(30.6%)

 

      The Leases and Agricultural Services segment decreased by ARS 2.5 million, mainly due to lower income from leases as a result of the failure to renew the agreements of the San Pedro and La Suiza farms during this season and the decrease in irrigation income caused by higher fixed costs (mainly water, electricity and equipment depreciation).

 

Agro-industrial Activities

 

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

189.9

215.9

(12.0%)

Costs

(180.9)

(188.8)

(4.2%)

Gross profit / (loss)

9.1

27.1

(66.6%)

Loss from operations

(12.1)

2.0

-

Segment Loss

(12.1)

2.0

-

 

      The Agro-industrial segment decreased by ARS 14 million mainly due to a fall in sales to the foreign market, offset by lower selling expenses due to lower operating volumes.

 

8


 

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

Summary as of September 30, 2015

 

FyO

 

In ARS MM

IQ 2016

IQ 2015

YoY Var

Revenues

30.7

39.8

(22.7%)

Costs

(26.7)

(26.1)

2.5%

Changes in the net realizable value of biological assets and agricultural products

-

-

-

Gross profit

4.0

13.7

(70.8%)

Management fees

-

-

-

Loss from operations

(0.7)

9.9

-

Segment Loss

(1.2)

9.8

-

 

      There has been a reduction of ARS 10.9 million in this segment, mainly due to lower sales of inputs.

 

 

9


 

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

Summary as of September 30, 2015

 

 

Urban Segment:

Urban Properties and Investments through our subsidiary IRSA (Inversiones y Representaciones Sociedad Anónima)

We develop our Urban Properties and Investments segment through our subsidiary IRSA. As of September 30, 2015, our equity interest in IRSA was 64.30% over stock capital (64.73% considering repurchased treasury stock).

IRSA is one of Argentina’s leading real estate companies in terms of total assets. IRSA is engaged, directly or indirectly through subsidiaries and joint ventures, in a range of diversified real estate related activities in Argentina and abroad, including:

      The acquisition, development and operation of shopping centers and offices, through its interest of 95.90% in IRSA Propiedades Comerciales S.A. (continuing company of Alto Palermo S.A.), one of Argentina’s leading operators of commercial real estate with a controlling interest in 15 shopping centers and 6 office buildings totaling 414,000 sqm of Gross Leaseable Area (334,055 in shopping centers and 79,945 in offices).

      The acquisition and development of residential properties and the acquisition of undeveloped land reserves for future development or sale.

      The acquisition and operation of luxury hotels.

      Selective investments outside Argentina.

      Financial investments, including IRSA’s current 29.99% equity interest in Banco Hipotecario, which is one of the leading financial institutions in Argentina.

 

The following information has been extracted from the financial statements of our controlled company IRSA as of September 30, 2015:

 

 

IQ 16

IQ 15

YoY Var

Revenues from sales, leases and services

713.5

588.6

21.2%

Profit from operations

724.0

640.1

13.1%

Depreciation and amortization

54.6

42.8

27.6%

EBITDA *

778.6

682.9

14.0%

Net loss

(316.0)

135.8

-

*It coincides with the Income Statement contained in the Financial Statements (does not include interest in joint ventures)

Our stake in IRSA has a high impact on our results, therefore we recommend the reading of detailed information on IRSA provided in its website (www.irsa.com.ar), in the Argentine Securities Commission website (www.cnv.gob.ar) and in the Securities and Exchange Commission website (www.sec.gov).

 

 

10


 

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

Summary as of September 30, 2015

 

 

 

Financial Indebtedness and Other

As of September 30, 2015, Cresud had a total net indebtedness equivalent to USD 811.1 million, consolidating IRSA. The following table contains a breakdown of Cresud’s indebtedness:

 

Description

Currency

Amount (1)

Interest Rate

Maturity

Bank overdrafts

ARS

34.3

Variable

< 30 days

Short term bank loan

ARS

8.8

Variable

8-Jan-16

Banco Ciudad loan

USD

13.7

Libor 180 days + 300 bps; floor: 6%

18-Jan-22

Banco de la Pampa loan

ARS

1.4

variable [10.5% ; 14.5%]

3-Aug-17

Cresud 2018 Series XIV Notes

USD

32.0

1.50%

22-May-18

Cresud 2015 Series XV Notes

ARS

6.2

Badlar + 399 bps

18-Nov-15

Cresud 2018 Series XVI Notes

USD

109.1

1.50%

19-Nov-18

Cresud 2016 Series XVII Notes

ARS

18.2

Badlar +250 bps

14-Mar-16

Cresud 2019 Series XVIII Notes

USD

33.7

4.00%

12-Sep-19

Cresud 2016 Series XIX Notes

ARS

19.9

27.5% / Badlar + 350 bps

13-Sep-16

Cresud 2017 Series XX Notes (3)

USD

18.2

2.50%

13-Mar-17

Cresud 2017 Series XXI Notes

ARS

20.4

27.5% / Badlar + 375 bps

12-Aug-17

Cresud 2019 Series XXII Notes

USD

22.7

4.00%

13-Mar-17

Communication 5319 Loan

ARS

0.7

15.01%

5-Dec-15

FyO Communication 5449 Mortgage Loan

ARS

0.1

15.25%

28-Dec-16

Bolivia loan

BOB

0.8

Variable

30-Jun-17

Cresud’s Total Debt

 

340.2

   

IRSA 2017 Series I Notes

USD

150.0

8.50%

2-Feb-17

IRSA 2020 Series II Notes (4)

USD

150.0

11.50%

20-Jul-20

Series VI Notes

ARS

1.1

Badlar + 450 bps

27-Feb-17

Bank overdrafts

ARS

72.2

Variable

< 180 days

Short term bank loan

ARS

10.6

23.00%

30-Dec-15

Loan agreements

USD

4.2

Variable

25-Jun-16

HASA 5380 Mortgage Loan

ARS

0.3

15.25%

29-Dec-16

Llao Llao 5380 Mortgage Loan

ARS

0.3

15.25%

29-Dec-16

Nuevas Fronteras 5600 Mortgage Loan

ARS

0.7

Variable

29-Dec-17

IRSA’s Total Debt

 

389.5

   

APSA 2017 Series I Notes (2)

USD

120.0

7.88%

11-May-17

Short term debt

ARS

21.5

Variable

< 30 days

Short term bank loan

ARS

15.4

23.00%

30-Sep-16

Syndicated loan – Arcos

ARS

1.4

15.01%

16-Nov-15

Communication 5319 Loan

ARS

0.3

15.01%

12-Dec-15

IRSA CP Series I Notes ARS

ARS

43.2

26.5% / Badlar + 400 bps

20-Mar-17

Syndicated Loan - Neuquen

ARS

3.9

15.25%

14-Jun-16

CAPEX 5380 Loan

ARS

0.4

15.25%

23-Dec-16

NPSF 5449 Mortgage Loan

ARS

0.7

15.25%

29-Dec-16

CAPEX 5600 Loan

ARS

1.1

26.50%

2-Jan-18

Debt for asset purchase

USD

246.4

8.50%

20-Jul-20

IRCP’s Total Debt

 

454.2

   
         

Brasilagro’s Total Debt

 

13.9

   

Consolidated Cash

 

109.7

   

Repurchased debt

 

30.6

   

Consolidated Net Debt

 

811.1

   

(1) Principal amount in USD (million) at an exchange rate of 9.4222 ARS = 6.96 BOB =3.977 BRL =1 USD, without considering accrued interest or elimination of balances with subsidiaries.

 

(2) As of September 30, 2015, the Company had repurchased a principal amount of USD 5.7 million.

 

(3) As of September 30, 2015, the Company had repurchased a principal amount of USD 10.1 million.

 

(4) As of September 30, 2015, the Company had repurchased a principal amount of USD 14.8 million.

 

           

 

11


 

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

Summary as of September 30, 2015

 

 

Comparative Summary Consolidated Balance Sheet Data

 

In thousands of ARS

Sept-15

Sept-14

Sept-13

Sept-12

Current assets

4,669,797

4,124,710

2,804,629

2,059,918

Non-current assets

11,067,271

11,021,685

9,863,796

8,525,901

Total assets

15,737,068

15,146,395

12,668,425

10,585,819

Current liabilities

4,096,398

3,806,685

2,912,519

2,080,535

Non-current liabilities

7,831,660

6,921,354

4,978,421

3,766,509

Total liabilities

11,928,058

10,728,039

7,890,940

5,847,044

Third party interest (or minority interest)

2,258,916

2,593,976

2,310,410

2,170,006

Shareholders’ equity

3,809,010

4,418,356

4,777,485

4,738,775

Total liabilities plus third party interests (or minority interest) plus Shareholders’ Equity

15,737,068

15,146,395

12,668,425

10,585,819

 

Comparative Summary Consolidated Income Statement Data

 

In thousands of ARS

1QFY2016

1QFY2015

1QFY2014

1QFY2013

Gross profit

617,462

531,816

358,494

321,148

Profit from Operations

670,782

596,293

161,649

176,490

(Loss) / income from interests in associates and joint ventures

(496,669)

(102,728)

38,366

15,746

Income before financing and taxation

174,113

493,565

200,015

192,236

Net financial results

(446,866)

(340,818)

(334,412)

(168,532)

Profit / (Loss) before income tax

(272,753)

152,747

(134,397)

23,704

Income Tax

(89,007)

(131,082)

45,382

(15,703)

Net (Loss) / Income

(361,760)

21,665

(89,015)

8,001

Controlling company’s shareholders

(292,151)

(122,005)

(97,849)

(16,518)

Non-controlling interest

(69,609)

143,670

8,834

24,519

         

Net (Loss) / Income

(361,760)

21,665

(89,015)

8,001

Other comprehensive (loss) /income for the period (1)

(320,285)

(53,958)

143,301

51,034

Total comprehensive (loss) /income for the period

(682,045)

(32,293)

54,286

59,035

Controlling company’s shareholders

(405,297)

(130,380)

(26,259)

5,979

Non-controlling interest

(276,748)

98,087

80,545

53,056

(1) Corresponds to translation differences

       

 

 

 

12


 

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

Summary as of September 30, 2015

 

Comparative Summary Consolidated Cash Flow Statement Data

 

In thousands of ARS

1QFY2016

1QFY2015

1QFY2014

1QFY2013

Net cash generated by / (used in) operating activities

412,260

326,790

371,811

390,897

Net cash generated by / (used in) investing activities

(32,317)

1,151,925

(522,036)

(200,164)

Net cash generated by / (used in) financing activities

123,095

(1,018,374)

(303,099)

(247,992)

Total cash generated by or used during the year / period

435,995

460,341

(453,324)

(57,259)

 

 

Ratios

 

In thousands of ARS

Sept-15

Sept-14

Sept-13

Sept-12

Liquidity (1)

1.14

1.08

0.96

0.99

Solvency (2)

0.32

0.41

0.61

0.81

Restricted assets (3)

0.70

0.73

0.78

0.81

Profitability (only annual) (4)

(9.5%)

0.5%

(1.9%)

0.2%

(1)Current Assets / Current Liabilities

 

(2) Total Shareholders’ Equity / Total Liabilities

 

(3) Non-current Assets / Total Assets

 

(4) Net income / (Loss) (excluding other Comprehensive Profit / (Loss)) / Total Average Shareholders’ Equity

 
           

 

 

 

 

 

 

13


 

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

Summary as of September 30, 2015

 

 

Material Events Occurred during the Period and Subsequent Events

Issue of Series XXI and XXII Notes

 

Series XXI

 

Issue Date: August 12, 2015

Principal Amount: ARS 192,233,000

Issue Price: 100% at face value

Mixed Interest Rate: Fixed rate during the first 9 months and floating rate during the 9 remaining months, calculated based on the BADLAR Rate plus 375 basis points.

Fixed Rate: 27.5%

Stated Maturity Date: February 13, 2017

Interest Payment Dates: Every three months

Principal Payment Date: February 13, 2017

 

Series XXII

 

Issue Date: August 12, 2015

Principal Amount: US$22,699,363

Initial Exchange Rate Applicable: ARS 9.2037 per U.S. Dollar.

Issue Price: 97.65% of face value

IRR: 4.75%

Fixed Interest Rate: 4.00%

Stated Maturity Date: August 12, 2019

Interest Payment Dates: Every three months

Principal Payment Date: April 12, 2019 and August 12, 2019

 

Shareholders’ Meeting dated October 30, 2015

On October 30, 2015, the General Ordinary and Extraordinary Shareholders’ Meeting was held, which resolved, inter alia:

 

-       The increase in the Program’s maximum outstanding principal amount of up to US$ 300,000,000 (Three Hundred Million U.S. Dollars) by an additional amount of up to US$ 200,000,000 (Two Hundred Million U.S. Dollars).

 

 

14


 

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

Summary as of September 30, 2015

 

Moreover, it has been resolved to adjourn the meeting until November 26, 2015 at 5:00 p.m., outside the registered, office, at Bolívar 108, First Floor, City of Buenos Aires in order to deal with the following matters at such reconvened meeting:

 

Ø  Allocation of income for the fiscal year ended June 30, 2015 and payment of a cash dividend for up to ARS 88.1 million.

 

Ø  Allocation of treasury shares.

 

Dividend from our subsidiary Brasilagro

At the Ordinary General Shareholders’ Meeting held on October 28, 2015, our subsidiary Brasilagro declared dividends for BRL 80.7 million (BRL 1.3977 per share) which shall be made available to the shareholders on November 13, 2015.

 

15


 

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

Summary as of September 30, 2015

 

 

Prospects for the next fiscal year

For fiscal year 2016 we expect a moderate development of an “El Niño” season, with above-average rainfall rates. In Argentina, given the current macroeconomic conditions and the industry’s profitability equation, we have adopted a conservative planting strategy in our farms in the northern region of Argentina, but we are ready to react to an improvement in profitability conditions. Moreover, we have slightly decreased the area leased to third parties. In Brazil we expect a good 2016 season mainly due to the depreciation of the Brazilian currency vis-à-vis the dollar observed in the last months. In Bolivia and Paraguay we do not forecast any material changes.

 

In Argentina, we expect sustained prices for beef cattle and slightly rising, albeit constrained, costs. We will efficiently work towards reaching the highest operating margins possible. In the case of our “El Tigre” dairy facility, where we have consolidated all our milk production, over the past months we adopted a strategy consisting in the selective sale of milking cows, completed in September past, and keeping the more productive herd. In connection with our meat packing plant, which we hold through our interest in Carnes Pampeanas, we will continue working towards optimizing margins, in hope that market conditions become more favorable and the segment regains profitability.

 

As concerns land transformation and value-adding activities, we will make progress in the development of our farms in Argentina, Paraguay and Brazil at a slower pace than in previous years due to the high development costs and production profitability conditions. We remain watchful of purchase and sale opportunities that may arise and we will continue to dispose of those farms that have reached their highest degree of appreciation.

 

During the 2016 season, we will keep on rolling out our business model, whilst continuing to analyze opportunities in other countries of the region with the objective to put together a regional portfolio with major development and appreciation potential. We expect to be able to recover the profitability levels recorded in the past years, even in a depressed commodity price scenario.

 

Agribusiness offers very interesting long-term prospects. We believe that companies such as Cresud, with a track record going back so many years and vast industry knowledge will have outstanding possibilities of taking advantage of the best opportunities arising in the market, much more so considering that our main task is to produce food for a growing and demanding world population.

 


 

16


 
 
SIGNATURES
 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Buenos Aires, Argentina.
 
  Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria  
       
November 23, 2015
By:
/s/ Saúl Zang  
    Saúl Zang  
    Responsible for the Relationship with the Markets