cresyfs2q16_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 March 2016
 

 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 Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Financial Statements as of December 31, 2015 and June 30, 2015 and for the six-month periods ended December 31, 2015 and 2014

 

 

 

 


 
 

 

Index

Glossary of terms

 

Legal Information

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

 

Unaudited Condensed Interim Consolidated Statements of Income

 

Unaudited Condensed Interim Consolidated Statements of Comprehensive Income

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements:

 

Note 1 – The Group’s business and general information

 

Note 2 – Summary of significant accounting policies

 

Note 3 – Seasonal effects on operations

 

Note 4 – Acquisitions and disposals

 

Note 5 – Financial risk management and fair value

 

Note 6 – Segment information

 

Note 7 – Information about the main subsidiaries

 

Note 8 – Investments in associates and joint ventures

 

Note 9 – Assets held for sale – CLAL, among others

 

Note 10 – Investment properties

 

Note 11 – Property, plant and equipment

 

Note 12 – Trading properties

 

Note 13 – Intangible assets

 

Note 14 – Biological assets

 

Note 15 – Inventories

 

Note 16 – Financial instruments by category

 

Note 17 – Restricted assets

 

Note 18 – Trade and other receivables

 

Note 19 – Investments in financial assets

 

Note 20 – Derivative financial instruments

 

Note 21 – Cash flow information

 

Note 22 – Trade and other payables

 

Note 23 – Payroll and social security liabilities

 

Note 24 – Provisions

 

Note 25 – Borrowings

 

Note 26 – Taxation

 

Note 27 – Shareholders’ Equity

 

Note 28 – Revenues

 

Note 29 – Costs

 

Note 30 – Expenses by nature

 

Note 31 – Employee costs

 

Note 32 – Other operating results, net

 

Note 33 – Financial results, net

 

Note 34 – Employee benefits

 

Note 35 – Related parties transactions

 

Note 36 – Leases

 

Note 37 – Fiscal Year 2015 20-F Annual Report

 

Note 38 – Subsequent Events

Review report

 

 

 

 

 


 
 

 

Glossary of terms

 

The followings are not technical definitions, but help the reader to understand certain terms used in the wording of the notes to the Group´s Financial Statements.

 

Terms

 

Definitions

Adama

 

Adama Agricultural Solutions Ltd.

BACS

 

Banco de Crédito y Securitización S.A.

Baicom

 

Baicom Networks S.A.

Bartan

 

Bartan Holdings and Investments Ltd.

BASE

 

Buenos Aires Stock Exchange

BCRA

 

Central Bank of the Argentine Republic

BHSA

 

Banco Hipotecario S.A.

BMBY

 

Buy Me Buy You

Brasilagro

 

Brasilagro Companhia Brasileira de Propriedades Agrícolas

CAMSA

 

Consultores Assets Management S.A.

Cellcom

 

Cellcom Israel Ltd.

Clal

 

Clal Holdings Insurance Enterprises Ltd.

CNV

 

Securities Exchange Commission

CODM

 

Chief Operating Decision Maker

Condor

 

Condor Hospitality Trust

Cresud, the Company or us

 

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

DFL

 

Dolphin Fund Ltd.

DIC

 

Discount Investment Corporation Ltd.

DN B.V.

 

Dolphin Netherlands B.V.

Dolphin

 

Dolphin Fund Ltd. and Dolphin Netherlands B.V.

EHSA

 

Entertainment Holdings S.A.

ERSA

 

Emprendimiento Recoleta S.A.

Financial Statements

 

Unaudited Condensed Interim Consolidated Financial Statements

Annual Financial Statements

 

Consolidated Financial Statements as of June 30, 2015

ETH

 

C.A.A. Extra Holdings Ltd.

FPC

 

Collective Promotion Funds

IDB Tourism

 

IDB Tourism (2009) Ltd.

IDBD

 

IDB Development Corporation Ltd.

IDBGI

 

IDB Group Investment Inc.

IDBH

 

IDB Holdings Corporation Ltd.

IFISA

 

Inversiones Financieras del Sur S.A.

IFRS

 

International Financial Reporting Standard

MPIT

 

Minimum Presumed Income Tax

Indarsa

 

Inversora Dársena Norte S.A.

IRSA

 

IRSA Inversiones y Representaciones S.A.

IRSA CP

 

IRSA Propiedades Comerciales S.A.

Koor

 

Koor Industries Ltd.

Lipstick

 

Lipstick Management LLC

LRSA

 

La Rural S.A.

Metropolitan

 

Metropolitan 885 Third Avenue Leasehold LLC

New Lipstick

 

New Lipstick LLC

IAS

 

International Accounting Standards

IFRS

 

International Financial Reporting Standards

NIS

 

New Israeli Shekel

NPSF

 

Nuevo Puerto Santa Fe S.A.

NYSE

 

New York Stock Exchange

PAMSA

 

Panamerican Mall S.A.

PBC

 

Property & Building Corporation Ltd.

Puerto Retiro

 

Puerto Retiro S.A.

Quality

 

Quality Invest S.A.

Rigby

 

Rigby 183 LLC

Shufersal

 

Shufersal Ltd.

SRA

 

Sociedad Rural Argentina

Tarshop

 

Tarshop S.A.

TASE

 

Tel Aviv Stock Exchange

 


 
 

 

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 (millions of Ps.): 502

 

 

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 (millions of Ps.)

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

501,642,804 (*)

502

 

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

 

1


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

as of December 31, 2015 and June 30, 2015

(All amounts in millions of 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

12.31.15

 

06.30.15

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Investment properties

10

42,746

 

3,475

Property, plant and equipment

11

21,005

 

1,977

Trading properties

12

1,297

 

130

Intangible assets

13

5,693

 

176

Biological assets

14

461

 

459

Investments in associates and joint ventures

8

14,915

 

3,394

Deferred income tax assets

26

1,210

 

652

Income tax credit

 

158

 

160

Restricted assets

17

39

 

4

Trade and other receivables

18

3,527

 

427

Investment in financial assets

19

1,733

 

623

Derivative financial instruments

20

7

 

208

Employee benefits

 

3

 

-

Total non-current assets

 

92,794

 

11,685

Current Assets

 

 

 

 

Trading properties

12

2,211

 

3

Biological assets

14

346

 

120

Inventories

15

3,008

 

511

Restricted assets

17

498

 

607

Income tax credit

 

525

 

31

Financial assets held for sale

 

5,043

 

-

Trade and other receivables

18

12,758

 

1,772

Investment in financial assets

19

9,467

 

504

Derivative financial instruments

20

96

 

30

Cash and cash equivalents

21

13,834

 

634

Total current assets

 

47,786

 

4,212

TOTAL ASSETS

 

140,580

 

15,897

SHAREHOLDERS’ EQUITY

 

 

 

 

Capital and reserves attributable to equity holders of the parent

 

 

 

 

Share capital

 

495

 

495

Treasury stock

 

7

 

7

Inflation adjustment of share capital and treasury stock

 

65

 

65

Share premium

 

659

 

659

Additional Paid-in Capital from Treasury Stock

 

16

 

13

Legal reserve

 

83

 

-

Other reserves

27

921

 

599

Retained earnings

 

(772)

 

118

Equity attributable to equity holders of the parent

 

1,474

 

1,956

Non-controlling interest

 

6,005

 

2,559

TOTAL SHAREHOLDERS’ EQUITY

 

7,479

 

4,515

 

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

 
 
 

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

2


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Financial Position

as of December 31, 2015 and June 30, 2015 (Continued)

(All amounts in millions of 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

12.31.15

 

06.30.15

LIABILITIES

 

 

 

 

Non-current liabilities

 

 

 

 

Trade and other payables

22

850

 

264

Borrowings

25

85,588

 

5,833

Deferred income tax liabilities

26

5,492

 

151

Derivative financial instruments

20

67

 

269

Payroll and social security liabilities

23

7

 

5

Provisions

24

1,439

 

387

Employee benefits

 

556

 

-

Total non-current liabilities

 

93,999

 

6,909

Current liabilities

 

 

 

 

Trade and other payables

22

18,524

 

1,307

Income tax and minimum presumed income tax liabilities

 

544

 

142

Payroll and social security liabilities

23

1,266

 

230

Borrowings

25

17,939

 

2,477

Derivative financial instruments.................................................................

20

106

 

262

Provisions

24

723

 

55

Total current liabilities

 

39,102

 

4,473

TOTAL LIABILITIES

 

133,101

 

11,382

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

140,580

 

15,897

 

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

 

 

 

 

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

 

 

 

 

3


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Income

     for the six-month periods beginning on July 1, 2015 and 2014 and ended December 31, 2015 and 2014

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

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

 

 

 

 

Six months

 

Three months

 

Note

12.31.15

 

12.31.14

 

12.31.15

 

12.31.14

Revenues

28

3,391

 

2,914

 

1,767

 

1,401

Costs

29

(2,531)

 

(2,490)

 

(1,336)

 

(1,245)

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

 

580

 

720

 

383

 

438

Changes in the net realizable value of agricultural produce after harvest

 

114

 

(16)

 

123

 

6

Gross profit

 

1,554

 

1,128

 

937

 

600

Gain from disposal of investment properties

4

1,022

 

796

 

638

 

479

General and administrative expenses

30

(399)

 

(275)

 

(205)

 

(136)

Selling expenses

30

(284)

 

(227)

 

(137)

 

(105)

Other operating results, net

32

166

 

48

 

155

 

38

Profit from operations

 

2,059

 

1,470

 

1,388

 

876

Share of loss of associates and joint ventures

8

(403)

 

(674)

 

94

 

(571)

Profit from operations before financing and taxation

 

1,656

 

796

 

1,482

 

305

Finance income

33

477

 

104

 

386

 

46

Finance cost

33

(3,250)

 

(813)

 

(2,733)

 

(316)

Other financial results

33

(173)

 

19

 

(151)

 

(83)

Financial results, net

33

(2,946)

 

(690)

 

(2,498)

 

(353)

(Loss) / Profit before income tax

 

(1,290)

 

106

 

(1,016)

 

(48)

Income tax expense

26

(8)

 

(270)

 

81

 

(139)

Loss for the period

 

(1,298)

 

(164)

 

(935)

 

(187)

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

Equity holders of the parent

 

(777)

 

(216)

 

(485)

 

(94)

Non-controlling interest

 

(521)

 

52

 

(450)

 

(93)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Basic

 

(1.57)

 

(0.44)

 

(0.98)

 

(0.19)

Diluted

 

(i) (1.57)

 

(i) (0.44)

 

(0.98)

 

(0.19)

 

(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.

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

4


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Comprehensive Income for the six-month periods beginning on July 1, 2015 and 2014 and ended December 31, 2015 and 2014

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

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

 

 

Six months

 

Three months

 

12.31.15

 

12.31.14

 

12.31.15

 

12.31.14

Loss for the period

(1,298)

 

(164)

 

(935)

 

(187)

Other comprehensive income:

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

Currency translation adjustment

(1,296)

 

(597)

 

2,736

 

(513)

Currency translation adjustment in associates and joint ventures

3,676

 

225

 

(37)

 

194

Other comprehensive income / (loss) for the period (i)

2,380

 

(372)

 

2,699

 

(319)

Total comprehensive income / (loss) for the period

1,082

 

(536)

 

1,764

 

(506)

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Equity holders of the parent

(340)

 

(400)

 

65

 

(270)

Non-controlling interest

1,422

 

(136)

 

1,699

 

(236)

 

(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.

 

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

5


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

for the six-month periods ended December 31, 2015 and 2014

(All amounts in millions of 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 and treasury stock (i)

Share premium

Additional paid-in capital from Treasury Stock

Legal

reserve

Other

reserves

(Note 27)

Retained earnings

Subtotal

Non-controlling interest

Total Shareholders´ equity

Balances as of June 30, 2015

495

7

65

659

13

-

599

118

1,956

2,559

4,515

Loss for the period

-

-

-

-

-

-

-

(777)

(777)

(521)

(1,298)

Other comprehensive income for the period

-

-

-

-

-

-

437

-

437

1,943

2,380

Total comprehensive income / (loss) for the period

-

-

-

-

-

-

437

(777)

(340)

1,422

1,082

Appropriation of retained earnings resolved by Ordinary Shareholders’ Meeting held on October 30, 2015 and Extraordinary Shareholders’ Meeting held on November 26, 2015:

 

 

 

 

 

 

 

 

 

 

 

- Legal reserve

-

-

-

-

-

83

-

(83)

-

-

-

- Reserve for future dividends

-

-

-

-

-

-

31

(31)

-

-

-

- Cash dividends

-

-

-

-

-

-

-

-

-

(86)

(86)

Incorporation for business combination

-

-

-

-

-

-

-

-

-

2,235

2,235

Acquisition of subsidiary

-

-

-

-

-

-

-

-

-

13

13

Capital reduction

-

-

-

-

-

-

-

-

-

(4)

(4)

Equity-settled compensation

-

-

-

-

-

-

8

-

8

2

10

Equity incentive plan granted

-

-

-

-

3

-

(4)

1

-

-

-

Tender offer to non-controlling shareholders

-

-

-

-

-

-

(121)

-

(121)

(65)

(186)

Changes in non-controlling interest

-

-

-

-

-

-

63

-

63

(19)

44

Cumulative translation adjustment for interest held before business combination

-

-

-

-

-

-

(92)

-

(92)

(52)

(144)

Balances as of December 31, 2015

495

7

65

659

16

83

921

(772)

1,474

6,005

7,479

(i)    Includes Ps. 1 and Ps. 1 of inflation adjustment of Treasury Stock as of December 31 and June 30, 2015, respectively.

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

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

6


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

for the six-month periods ended December 31, 2015 and 2014

(All amounts in millions of 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 and treasury stock (i)

Share premium

Share

warrants

Legal

reserve

Special reserve

Other

reserves

(Note 27)

Retained

earnings

Subtotal

Non-controlling interest

Total Shareholders´ equity

Balance as of June 30, 2014

491

11

65

773

106

82

634

851

(1,066)

1,947

2,489

4,436

Loss for the period

-

-

-

-

-

-

-

-

(216)

(216)

52

(164)

Other comprehensive loss for the period

-

-

-

-

-

-

-

(184)

-

(184)

(188)

(372)

Total comprehensive loss for the period

-

-

-

-

-

-

-

(184)

(216)

(400)

(136)

(536)

Appropriation of retained earnings resolved by Ordinary Shareholders’ Meeting held on November 17, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

- Share distribution

6

(6)

-

-

-

-

-

-

-

-

-

-

- Loss absorption:

 

 

 

 

 

 

 

 

 

 

 

 

- Share premium

-

-

-

(221)

-

-

-

-

221

-

-

-

- Legal reserve

-

-

-

-

-

(82)

-

-

82

-

-

-

- Special reserve

-

-

-

-

-

-

(634)

-

634

-

-

-

- Reserve for repurchase of share

-

-

-

-

-

-

-

(113)

113

-

-

-

- Reserve for new developments

-

-

-

-

-

-

-

(17)

17

-

-

-

Reserve for share-based compensation

-

-

-

-

-

-

-

6

-

6

1

7

Acquisition of treasury stock

(3)

3

-

-

-

-

-

-

-

-

-

-

Changes in non-controlling interest

-

-

-

-

-

-

-

(32)

-

(32)

(5)

(37)

Cash dividends

-

-

-

-

-

-

-

(16)

-

(16)

(11)

(27)

Reimbursement of expired dividends

-

-

-

-

-

-

-

-

1

1

-

1

Capital reduction

-

-

-

-

-

-

-

-

-

-

(228)

(228)

Balances as of December 31, 2014

494

8

65

552

106

-

-

495

(214)

1,506

2,110

3,616

 

(ii)   Includes Ps. 1 and Ps. 1 of inflation adjustment of Treasury Stock as of December 31 and June 30, 2014, respectively.

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

 
 

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

7


 
 

 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

for the six-month periods ended December 31, 2015 and 2014

(All amounts in millions of 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

12.31.15

 

12.31.14

Operating activities:

 

 

 

 

Cash (used in) generated from operations

21

770

 

660

Income tax paid

 

(496)

 

(166)

Net cash (used in) generated from operating activities

 

274

 

494

Investing activities:

 

 

 

 

Acquisition of associates and joint ventures

 

-

 

(279)

Capital contributions to associates and joint ventures

 

(45)

 

(82)

Acquisition of investment properties

 

(104)

 

(137)

Proceeds from sale of associates and joint ventures

 

-

 

19

Proceeds from sale of investment properties

 

1,075

 

2,046

Acquisition of property, plant and equipment

 

(46)

 

(139)

Proceeds from sale of property, plant and equipment

 

2

 

1

Proceeds from sale of farmlands

 

14

 

39

Suppliers advances

 

(25)

 

-

Acquisition of intangible assets

 

(2)

 

(5)

Acquisition of Investment in financial assets

 

(3,677)

 

(2,595)

Proceeds from disposals of Investment in financial assets

 

3,196

 

2,281

Loans granted to associates and joint ventures

 

(1,349)

 

(10)

Loans repayments received from associates and joint ventures

 

63

 

2

Dividends received

 

3

 

12

Net cash generated from investing activities

 

(895)

 

1,153

Financing activities:

 

 

 

 

Repurchase of non-convertible notes

 

(135)

 

(86)

Purchase of treasury stock

 

-

 

(32)

Proceeds from issuance of non-convertible notes

 

803

 

455

Payment of non-convertible notes

 

(192)

 

(592)

Borrowings

 

728

 

698

Payment of trust debt titles

 

-

 

(10)

Payment of seller financing of shares

 

-

 

(106)

Repayments of borrowings

 

(940)

 

(911)

Proceeds from exercise of shares granted

 

6

 

-

Borrowings from associates and joint ventures

 

-

 

22

Payment of seller financing

 

(72)

 

(1)

Capital contribution of non-controlling interest

 

384

 

-

Acquisition of non-controlling interest in subsidiaries

 

(27)

 

(55)

Dividends paid

 

(210)

 

(20)

Acquisition of derivative financial instruments

 

-

 

(2)

Payments of derivative financial instruments

 

(25)

 

(55)

Proceeds from derivative financial instruments

 

987

 

-

Capital distribution to non-controlling interest in subsidiaries

 

-

 

(228)

Sale of equity interest in subsidiaries to non-controlling interest

 

153

 

55

Interest paid

 

(498)

 

(398)

Net cash generated from (used in) financing activities

 

962

 

(1,266)

Net increase in cash and cash equivalents

 

341

 

381

Cash and cash equivalents at beginning of period

21

634

 

1,003

Cash incorporated by business combination

 

9,193

 

-

Foreign exchange (loss) gain on cash and cash equivalents

 

3,666

 

(364)

Cash and cash equivalents at end of period

 

13,834

 

1,020

 

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

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

8


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

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

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

 

 

1.             The Group’s business and general information

 

Cresud was founded in 1936 as a subsidiary of Credit Foncier, a Belgian company primarily engaged in providing rural and urban loans in Argentina and administering real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, the shares of Cresud were distributed to Credit Foncier’s shareholders. From the 1960s through the end of the 1970s, the business of Cresud shifted exclusively to agricultural activities.

 

In 2002, Cresud acquired a 19.85% interest in IRSA, a real estate company related to certain shareholders of Cresud. In 2009, Cresud increased its ownership percentage in IRSA to 55.64% and IRSA became Cresud’s principal subsidiary.

 

Cresud and its subsidiaries are collectively referred to hereinafter as the Group. See Note 2.2. for a description of the Group’s companies.

 

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 Unaudited Financial Statements have been approved for issue by the Board of Directors on February 11, 2016.

 

 

 

 

 

9


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

As of December 31, 2015, the Group operates in two major lines of business: (i) agricultural business and (ii) urban properties and investments business, which is divided into two operations centers: (a) Operations Center in Argentina and (b) Operations Center in Israel. They are developed through several operating companies and the main ones are listed below (see Note 6):

 

 

 

 

 

 

(i)    Remains in current assets, as financial asset held for sale (see Note 9).

(ii)    Corresponds to Group’s associates and joint ventures, which are hence excluded from consolidation.

 

 

 

10


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

Agricultural business

 

Within the agricultural business, the Group, through Cresud, engaged in the operation of crop production, cattle feeding, raising, fattening and slaughtering, milk production, sugarcane production, brokerage activities and sale of supplies. The Group currently has agricultural operations and investments in Argentina, Brazil, Uruguay, Paraguay and Bolivia.

 

Urban Properties and Investments

 

Operations Center in Argentina

 

The activities of the operations center in Argentina are mainly developed through IRSA and IRSA’s principal subsidiary, IRSA CP. Through IRSA and IRSA CP, 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 United States of Americas (“USA”) real estate market, mainly through the acquisition of non-controlling interests in office buildings and hotels. Through IRSA and IRSA CP, the Group also develops residential properties for sale. The Group, through IRSA, is also involved in the operation of branded hotels. The Group uses the term “real estate” indistinctively in these Financial Statements to denote investment, development and/or trading properties activities. IRSA's shares are listed and traded on both the BCBA and the NYSE.

 

The activities of the Group’s segment “financial operations and others” is carried out mainly through BHSA, where we have a 29.94% interest (without considering treasury shares of our own). BHSA is a commercial bank offering a wide variety of banking activities and related financial services to individuals, small, medium-sized and large corporations, including the provision of mortgaged loans. BHSA's shares are listed on the BCBA. Additionally, the Group has a 42.99% indirect equity interest in Tarshop which main activities are credit card and loan origination transactions.

 

 

 

11


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

Operations Center in Israel

 

During the fiscal year ended June 30, 2014, the Group made an investment in the Israeli market, through DFL and DN B.V., in IDBD -an Israeli company-, with an initial interest of 26.65%. IDBD is one of the Israeli largest and most diversified conglomerates, which is involved, through its subsidiaries and other investments, in several markets and industries, including real estate, retail, agribusiness, insurance, telecommunications, etc.; controlling or equity interest in companies such as Clal (Insurance Company), Cellcom (Mobile phone services), Adama (Agrochemicals), Shufersal (supermarket), PBC (Real Estate), among others. IDBD went public in TASE since May, 2014.

 

On October 11, 2015, is listed gain effective control over the Israeli company IDBD (see Note 4), thus adding material assets in several industries and liabilities related to loans granted to IDBD and its subsidiaries.

 

Following the reduction of ETH’s equity interest in IDBD to less than 26.65% in February 2015 and the completion of BMBY’s process whereby Extra sold its equity interest, IDBD’s creditors saw an opportunity to call for the immediate payment of financial liabilities. IDBD is negotiating with the creditors certain amendments to the covenants in their loan agreements that will be enforced during the quarter ending March 31, 2016. If IDBD fails to reach an agreement with its creditors under favorable terms, the preexisting restrictions and covenants may remain in force and may not be fulfilled under the prevailing circumstances.

 

As a holding company, IDBD’s main sources of funds derive from the dividends distributed by its subsidiaries, which have experienced a reduction in recent years. Yet, there are restrictions as to the payment of dividends based on the indebtedness level in some subsidiaries.  IDBD has projected future cash flows; however, such cash flows are not deemed sufficient to settle its liabilities and other commitments. IDBD expects to receive capital contributions from Dolphin to honor its financial commitments if so required and subject to Dolphin’s acceptance. However, the Group has not undertaken to provide further financing to the subsidiary or to complete any divestiture, including the sale of Clal. IDBD could also secure additional financing through the private or public issuance of equity securities and additional divestitures.

 

 

 

 

 

12


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

On December 2013, was published in the Official Gazette of Israel the Promotion of Competition and Reduction of Concentration Law, 5774-2013 (‘the Concentration Law’) which has material implications for IDBD and its investments, including the disposal of the controlling interest in Clal. The shares representing the controlling interest in Clal have been deposited with a trust fund designated by the Capital Markets, Insurance and Savings Commission, which is dependent on the Ministry of Finance of Israel. This Commission also set a deadline by which the sale of the controlling interest should be complete. According to the framework established by the governmental authorities, IDBD should have executed an agreement for the sale of the interest in Clal by January 7, 2016 in order for the buyer to be able to secure all required regulatory approvals by June 30, 2016. Despite the fact that IDBD had received several non-binding offers to buy its controlling interest in Clal, such offers did not succeed for reasons beyond IDBD’s control, and the regulatory entity established an arrangement to complete the sale of Clal, as described in detail in Note 9. According to certain terms and covenants governing the above mentioned financial debt, there are also restrictions on the sale of material subsidiaries requiring the financial entities’ approval, and the regulatory entity’s requirement of selling the equity interest in Clal is also subject to IDBD’s current renegotiations with its creditors.

 

The Group is also negotiating with IDBD’s non-controlling shareholders their assumed commitments to repurchase IDBD’s shares of stock at a pre-established price and within a defined term (see Note 4).

 

All factors mentioned above, mainly (i) IDBD’s current financial position and need of financing to honor its financial debt and other commitments, (ii) the renegotiation underway with financial creditors, and (iii) the term set by Israel’s governmental authorities to sell the equity interest in Clal and the potential effects of such sale, in particular, on its market value, raise significant uncertainties as to IDBD’s capacity to continue as a going-concern. These financial statements do not include the adjustments or reclassifications related to the valuation of IDBD’s assets and liabilities that would be required if IDBD were not able to continue as a going-concern.

 

The Group is and will continue working to address the uncertainties described above.

 

The Group

 

The financial position of IDBD and its subsidiaries at the operations center in Israel does not affect the financial position of IRSA and its subsidiaries at the operations center in Argentina.

 

 

 

13


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

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

 

IRSA and its subsidiaries are not facing financial constraints and are compliant with their financial commitments. In addition, the commitments and other covenants resulting from the loan granted to IDBD do not have impact on IRSA since such loan has no recourse against IRSA and it is not secured by IRSA’s assets.

 

There are no significant uncertainties as to the capacity of the Group, as a whole, to operate as a going-concern, with such uncertainties being limited to the operations in Israel.

 

2.             Summary of significant accounting policies

 

2.1.         Basis of preparation of the Unaudited Financial Statements

 

The present Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting", therefore, should be read together with the Annual Financial Statements of the Group as of June 30, 2015, prepared in accordance with IFRS in force. Such information is included in notes to the Financial Statements according to IFRS. Furthermore, these Financial Statements include supplementary information required by Law N° 19,550 and/or regulations of CNV. Such information is included in notes to the Financial Statements according to IFRS.

 

These Financial Statements corresponding to the six-month periods ended as of December 31, 2015 and 2014 have not been audited. The management believes they include all necessary adjustments to fairly present the results of each period. Results for the six-month periods ended December 31, 2015 and 2014 do not necessarily reflect the proportion of the Group’s full year results.

 

On October 11, 2015, the Group took over IDBD. IDBD’s fiscal year ends on December 31 each year and the Company’s fiscal year ends on June 30. IDBD’s quarterly and annual reporting follows the guidelines of Israeli standards, which means that the information is only available after the applicable statutory terms in Argentina. Therefore, the Company will not be able to include IDBD’s quarterly results in its financial statements as of December 31, 2015 to be filed with the CNV. The Company will consolidate IDBD’s results of operations with a three-month lag, adjusted for the effects of material transactions that may have taken place during the reported period. Hence, IDBD’s results of operations for the period beginning on October 11, 2015 (the acquisition date) through December 31, 2015 will be included in the Group’s interim statement of comprehensive income for the nine-month period ending March 31, 2016, except for such material transactions that could have been substantially affected. The Company expects IDBD’s results for subsequent periods to become available with a similar lag.

 

 

 

14


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Summary of significant accounting policies (Continued)

 

IDBD’s information disclosed in these financial statements is as at the takeover date, and is preliminary and subject to potential measurement adjustments, as explained in Note 4. The Group expects the business combination to be fully booked in its financial statements as of June 30, 2016.

 

Given the materiality of IDBD’s assets and liabilities incorporated, the Group had to change the format of its financial statements for the ease of reading and analysis. Given it is a recent acquisition, the Group considers that additional modifications to the format and contents may be done to its financial statements.

 

2.2          Scope of consolidation

 

In addition to the comments in Note 2.3 a) to the annual financial statements, below are the consolidation bases that were followed to consolidate IDBD from October 11, 2015.

 

The Group conducts its business through several operating and holding companies, the principal companies are listed below:

 

Agricultural business

 

Name of the entity

 

 

 

% of ownership interest held by the Group (6)

 

% of ownership interest held by the NCI

 

Principal activity

 

 

Direct equity interest:

 

 

 

 

 

 

Brasilagro-Companhía Brasileira de Propiedades Agrícolas (1)

 

Agricultural

 

40.24%

 

59.76%

Sociedad Anónima Carnes Pampeanas S.A.

 

Agro-industrial

 

95.00%

 

-

Futuros y Opciones.Com S.A.

 

Brokerage

 

59.59%

 

40.41%

FyO Trading S.A.

 

Brokerage

 

2.20%

 

40.37%

Granos Olavarría S.A.

 

Warehousing and brokerage

 

2.20%

 

40.37%

Helmir S.A.

 

Holding

 

100.00%

 

-

IRSA Inversiones y Representaciones Argentina

 

Real Estate

 

63.40%

 

36.21%

Doneldon S.A.

 

Holding

 

100.00%

 

-

Interest indirectly held through BrasilAgro:

 

 

 

 

 

 

Araucária Ltda.

 

Agricultural

 

99.99%

 

0.01%

Cajueiro Ltda.

 

Agricultural

 

99.99%

 

0.01%

Ceibo Ltda.

 

Agricultural

 

99.99%

 

0.01%

Cremaq Ltda.

 

Agricultural

 

99.99%

 

0.01%

Engenho de Maracajú Ltda.

 

Agricultural

 

99.99%

 

0.01%

Flamboyant Ltda.

 

Agricultural

 

99.99%

 

0.01%

Jaborandi Agrícola Ltda.

 

Agricultural

 

99.99%

 

0.01%

Jaborandi Propriedades Agrícolas S.A.

 

Agricultural

 

99.99%

 

0.01%

Mogno Ltda.

 

Agricultural

 

99.99%

 

0.01%

 

 

 

15


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Summary of significant accounting policies (Continued)

 

Name of the entity

 

Principal activity

 

% of ownership interest held by the Group (6) (1)

 

% of ownership interest held by the NCI

Interest indirectly held through Futuros y Opciones.Com. S.A.:

 

 

 

 

 

 

FyO Trading S.A.

 

Brokerage

 

96.37%

 

3.63%

Granos Olavarría S.A.

 

Warehousing and brokerage

 

96.37%

 

3.63%

Interest indirectly held through Helmir S.A.:

 

 

 

 

 

 

IRSA Inversiones y Representaciones Argentina

 

Real Estate

 

0.39%

 

99.61%

Sociedad Anónima Carnes Pampeanas S.A.

 

Agro-industrial

 

5.00%

 

95.00%

Agropecuaria Acres del Sud S.A.

 

Agricultural

 

39.76%

 

60.24%

Yatay Agropecuaria S.A.

 

Agricultural

 

30.70%

 

69.30%

Interest indirectly held through Doneldon: S.A.:

 

 

 

 

 

 

Agropecuaria Acres del Sud S.A.

 

Agricultural

 

60.24%

 

39.76%

Ombú Agropecuaria S.A.

 

Agricultural

 

100.00%

 

-

Yatay Agropecuaria S.A.

 

Agricultural

 

69.30%

 

30.70%

Yuchán Agropecuaria S.A.

 

Agricultural

 

100.00%

 

-

Sedelor S.A.

 

Holding

 

100.00%

 

-

Codalis S.A.

 

Holding

 

100.00%

 

-

Alafox S.A.

 

Holding

 

100.00%

 

-

 

Urban properties and investments

 

Name of the entity

 

Principal activity

 

% of ownership interest held by the Group (6) (1)

 

% of ownership interest held by the NCI

Interest indirectly held through IRSA:

 

 

 

 

 

 

IRSA CP

 

Real Estate

 

95.22%

 

4.78%

E-Commerce Latina S.A. (5)

 

Holding

 

100.00%

 

-

Efanur S.A.

 

Holding

 

100.00%

 

-

Hoteles Argentinos S.A.

 

Hotel

 

80.00%

 

20.00%

Inversora Bolívar S.A.

 

Holding

 

100.00%

 

-

Llao Llao Resorts S.A. (2)

 

Hotel

 

50.00%

 

50.00%

Nuevas Fronteras S.A.

 

Hotel

 

76.34%

 

23.66%

Palermo Invest S.A.

 

Holding

 

100.00%

 

-

Ritelco S.A.

 

Holding

 

100.00%

 

-

Tyrus S.A.

 

Holding

 

100.00%

 

-

Interest indirectly held through IRSA CP:

 

 

 

 

 

 

Arcos del Gourmet S.A.

 

Real Estate

 

90.00%

 

10.00%

Emprendimiento Recoleta S.A.

 

Real Estate

 

53.68%

 

46.32%

Fibesa S.A.

 

Real Estate

 

100.00%

 

-

Panamerican Mall S.A.

 

Real Estate

 

80.00%

 

20.00%

Shopping Neuquén S.A.

 

Real Estate

 

99.56%

 

0.44%

Torodur S.A.

 

Holding

 

100.00%

 

-

 

 

 

 

16


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Summary of significant accounting policies (Continued)

Name of the entity

 

Principal activity

 

% of ownership interest held by the Group (6)

 

% of ownership interest held by the NCI

Interest indirectly held through Tyrus S.A.:

 

 

 

 

 

 

Dolphin Fund Ltd. (3) (4)

 

Holding

 

91.57%

 

8.43%

I Madison LLC

 

Holding

 

100.00%

 

-

IRSA Development LP

 

Holding

 

100.00%

 

-

IRSA International LLC

 

Holding

 

100.00%

 

-

Jiwin S.A.

 

Holding

 

100.00%

 

-

Liveck S.A.

 

Holding

 

100.00%

 

-

Real Estate Investment Group LP ("REIG")

 

Holding

 

64.01%

 

35.99%

Real Estate Investment Group II LP

 

Holding

 

80.54%

 

19.46%

Real Estate Investment Group III LP (4)

 

Holding

 

81.19%

 

18.81%

Real Estate Investment Group IV LP

 

Holding

 

100.00%

 

-

Real Estate Investment Group V LP

 

Holding

 

100.00%

 

-

Real Estate Strategies LLC

 

Holding

 

100.00%

 

-

Interest indirectly held through Efanur S.A.:

 

 

 

 

 

 

Real Estate Strategies LP

 

Holding

 

66.83%

 

33.17%

Interest indirectly held through Dolphin Fund Ltd.

 

 

 

 

 

 

IDB Development Corporation Ltd.

 

Holding

 

49.00%

 

51.00%

Interest indirectly held through IDBD:

 

 

 

 

 

 

Discount Investment Corporation Ltd.

 

Holding

 

73.92%

 

26.08%

Clal Holdings Insurance Enterprises Ltd. (8)

 

Insurance and pension company

 

54.97%

 

45.03%

IDB Tourism (2009) Ltd.

 

Holding company in the tourism services sector

 

100.00%

 

-

IDB Group Investment Inc.

 

Holding

 

50.00%

 

50.00%

Property & Building Corporation Ltd.

 

Real Estate

 

76.46%

 

23.54%

Gav Yam Land Ltd.

 

Real Estate

 

69.07%

 

30.93%

Israel Property Rental Corporation Ltd. (ISPRO)

 

Real Estate

 

100.00%

 

-

MATAM - Haifa Science Industries Center

 

Real Estate

 

50.10%

 

49.90%

Neveh-Gad Building & Development Ltd.

 

Real Estate

 

100.00%

 

-

Hadarim Properties Ltd.

 

Real Estate

 

100.00%

 

-

PBC USA Investment Inc.

 

Real Estate

 

100.00%

 

-

Shufersal Ltd.

 

Supermarket

 

45.49%

 

54.51%

Shufersal Real Estate Ltd.

 

Supermarket

 

100.00%

 

-

Koor Industries Ltd.(7)

 

Holding company in the agrochemical sector

 

100.00%

 

-

Cellcom Israel Ltd. (9)

 

Communication services

 

41.78%

 

58.22%

Netvision Ltd.

 

Communication services

 

100.00%

 

-

Elron Electronic Industries Ltd.

 

Technology development – Holding

 

50.32%

 

49.68%

Bartan Holdings and Investments Ltd.

 

Holding

 

55.68%

 

44.32%

Epsilon Investment House Ltd.

 

Holding

 

68.75%

 

31.25%

 

(1)   The Group has consolidated the investment in BrasilAgro considering that the Company exercises “de facto control” over it. See Note 7 for further information regarding to BrasilAgro.

(2)   The Group has consolidated the investment in Llao Llao Resorts S.A. considering their ownership interest held together with the Company's participation in the making decisions.

(3)   The Group has consolidated its indirect interest in DFL considering its exposure to variable returns coming from its investment in DFL and the nature of the relationship between the Group and the shareholders with right to vote of DFL.

(4)   Includes interest indirectly held through Ritelco S.A.

(5)   Includes interest indirectly held through Tyrus S.A.

(6)   Correspond to interest directly held in each company.

(7)   Owns a 40% equity interest of Adama.

(8)   It has been valued as financial asset held for sale.

(9)   The Group has consolidated the interest in Cellcom taking into consideration its equity interest and decision-making power given the fact that the remaining interests are too disperse.

 

 

 

17


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Summary of significant accounting policies (Continued)

 

Summarized financial information on principal subsidiaries with material non-controlling interests and other information are included in note 7.

 

2.3          Significant accounting policies

 

The accounting policies applied in the presentation of these Financial Statements are consistent with those applied in the preparation of the Annual Financial Statements under IFRS as described in Note 2 to the Annual Financial Statements except for the new accounting policies adopted following IDBD’s consolidation.

 

The principal accounting policies applied for the first time for the three-month period ended December 31, 2015 associated to equity balances are as follows:

 

2.3.1     Non-recourse loan

 

IDBD has a non-recourse loan, which was split into two components on the basis of an independent appraiser’s report.

 

The commitment to transfer shares represents the main contract and was initially recognized at fair value and, later, at its depreciated cost. The derivative embedded represents a call option and is computed taking into account future payments of interest on the loan.

 

The main contract and the embedded derivative ("non-recourse loan ") are disclosed net in loans.

 

2.3.2     Irrevocable right of use of the capacity of underground communication lines

 

Transactions carried out to acquire an irrevocable right of use of the capacity of underground communication lines are accounted for as service contracts. The amount paid for the rights of use of the communication lines is recognized as “Prepaid expenses” under trade and other receivables, and is amortized over a straight-line basis during the period set forth in the contract (including the option term), which is the estimated useful life of such capacity.

 

 

 

18


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Summary of significant accounting policies (Continued)

 

2.3.3     Inventories

 

Inventories are measured at the lower of cost and net realizable value.

 

The cost of inventory includes expenses incurred in buying and taking the inventory to its existing location and condition. The cost of inventory of mobile phones and their related accessories and spare parts is calculated on the basis of the moving average, with the cost of other inventory being calculated on a FIFO basis.

 

Net realizable value is the estimated selling price in the ordinary course of business less selling expenses. It is determined on an ongoing basis, taking into account the product type and aging, based on the accumulated prior experience with the useful life of the product. The Group periodically reviews the inventory and its aging and books an allowance for impairment, as necessary.

 

2.3.4     Property, plant and equipment

 

The Group, through its business of urban properties and investments in the Operations Center in Israel, holds hotels that have been reported under “Investment properties” since, unlike the hotels of the business of urban properties and investments in the Operations Center in Argentina, it does not have a significant exposure to changes in operating cash flows of such hotels.

 

2.3.5     Employee benefits

 

Defined contribution plans

 

A defined contribution plan is a retirement benefit whereby IDBD makes fixed contributions to a separate entity, without the legal or implicit obligation to pay additional amounts. The Group’s obligation to make contributions to defined contribution plans is recognized as expense when the obligation arises.

 

Defined benefit plans

 

IDBD’s net obligation concerning defined benefit plans is calculated on an individual basis for each plan, estimating the future benefits employees have gained in exchange for their services in the current and prior periods. The benefit is disclosed at its present value, net of the fair value of the plan assets. Calculations are made on an annual basis by a qualified actuary.

 

 

 

19


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Summary of significant accounting policies (Continued)

 

Other long-term employee benefits

 

The Group’s net obligation concerning employee long-term benefits, other than retirement plans, is the amount of the future benefits employees have gained in exchange for their services in the current and prior periods. These benefits are discounted at their present values.

 

2.3.6     Provisions

 

Guarantees

 

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historic data of the warranties granted and all potential results are weighted against associated probabilities.

 

Onerous contracts

 

A provision for onerous contracts is recognized when the expected benefits are lower than the costs of complying with contract obligations. The provision is measured at the present value of the lower of expected cost of terminating the contract and the net expected cost of continuing the contract. Before recognizing a provision, the Group recognizes the impairment of the assets related to the mentioned contract.

 

2.4          Use of estimates

 

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

 

In the preparation of these Financial Statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same applied by the Group in the preparation of the Annual Financial Statements as described in Note 5 to those Financial Statements, save for changes in accrued income tax, provision for legal claims, provision for director's fees, allowance for doubtful accounts, accrued supplementary rental and those incorporated by the business combination with IDBD.

 

 

 

20


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Summary of significant accounting policies (Continued)

 

2.5          Comparability of information

 

Amounts as of June 30, 2015 and December 31, 2014 which are disclosed for comparative purposes have been taken from the Consolidated Financial Statements as of such dates.

 

As required by IFRS 3, the information of IDBD is included in the consolidated financial statements of the Group as from the acquisition date, and the prior periods are not modified by this situation. Therefore, the financial information consolidated for periods after the acquisition is not comparative with prior periods.

 

During the six month periods ended December 31, 2015, the Argentine Peso devalued against the US$ and other currencies by around 44%, which has an impact in comparative information presented in these Financial Statements, due mainly to the currency exposure of our income and costs of Agricultural Business and of income from Urban properties and investments business line, especially from the “office and other rental properties” segment, and our net assets and liabilities (mainly assets and liabilities of the Operations Center in Israel), in foreign currency.

 

Moreover, during the six month periods ended December 31, 2015, the Real Brasileño (RS) has depreciated against the Argentine Peso and other currencies by around 14%, 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 Brasileño.

 

3.             Seasonal effects on operations

 

Some of the Group’s businesses are more affected by seasonal effects than others. The operations of the Group’s agricultural business are subject to seasonal effects. The harvests and sale of grains in Argentina generally take place each year since March in the case of corn and soybean, since October in the case of wheat, and since December in the case of sunflower. In Brazil, the harvest and sale of soybean take place since February, and in the case of corn weather conditions make it possible to have two seasons, therefore the harvest take place between March and July. In Bolivia, weather conditions also make it possible to have two soybean, corn and sorghum seasons and, therefore, these crops are harvested in July and May, whereas wheat is harvested in August and September, respectively. In the case of sugarcane, harvest and sale take place between April and November of each year. 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. As a result, there may be material fluctuations in the agricultural business results across quarters.

 

 

 

21


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

3.             Seasonal effects on operations (Continued)

 

Within the business of urban properties and investment in the Operations Center in Argentina the operations of the shopping centers are also subject to seasonal effects, which affect the level of sales recorded by lessees. During summer time in Argentina (January and February), the lessees of shopping centers experience the lowest sales levels in comparison with the winter holidays (July) and Christmas and year-end holidays celebrated in December when they tend to record peaks of sales. Apparel stores generally change their collections during the spring and the fall, which impacts positively on shopping mall sales. Sale discounts at the end of each season also impact the business. As a consequence for shopping center operations, a higher level of revenues is generally expected in the second half of the year rather than the first in shopping center operations. In addition, respect of the business managed from the Operations Center in Israel, the operations of the Shufersal supermarket chain are subject to fluctuations of quarterly sales and income due to the increase in activity during religious holidays in different quarters throughout the year. For instance, in Pesaj (Passover) between March and April, and the Jewish New Year, sometime between September and October each year. The results of operations of Cellcom are also usually affected by seasonality in summer months in Israel and by the Jewish New Year, given a higher consumption due to internal and external tourism.

 

4.             Acquisitions and disposals

 

a)      Acquisition of control over IDBD

 

On May 7, 2014, a transaction was agreed whereby the Group, acting indirectly through Dolphin, acquired, jointly with E.T.M.B.M. Extra Holdings Ltd. (a non-related company incorporated under the laws of the State of Israel) controlled by Mordechay Ben Moshé, an aggregate number of 106.6 million common shares in IDBD representing 53.30% of its stock capital, under the scope of the debt restructuring of IDBH with its creditors (the "Arrangement"), the IDBD's parent company.

 

Under the terms of the agreement entered into between Dolphin and ETH, to which Dolphin and ETH agreed to (the "Shareholders' Agreement"), Dolphin acquired a 50% interest in this investment, and ETH acquired the remaining 50%. The total initial investment amount was NIS 950 million, equivalent to approximately US$ 272 million at the exchange rate prevailing on that date.

 

During year 2015 Dolphin continued investing in IDBD, therefore as of December 31, 2015, IRSA's indirect equity interest in IDBD amounted to approximately 49%.

 

 

 

22


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

On May 28, 2015, ETH launched the BMBY mechanism provided in the Shareholders’ Agreement (clause which establishes that each party of the Shareholders’ Agreement may offer to the counterparty to acquire (or sell, as the case may be), the shares it holds in IDBD at a fixed price). In addition, ETH further added that the purchaser thereunder had 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 of IDBD held by ETH.

 

After certain aspects of the tender offer were resolved through an arbitration process brought by Dolphin and ETH in accordance with provisions on dispute resolution included in the Shareholders’ Agreement, on September 24, 2015, the competent arbitrator resolved that: (i) Dolphin and IFISA (related Company to the Group) were entitled to act as buyers in the BMBY process, and ETH should sold IDBD shares held by it (92,665,925 shares) at price of NIS 1.64 per share; (ii) The buyer must fulfilled all of the commitments included in the seller’s Arrangement, including the commitment to carry out Tender Offers where responsibility were borne by Dolphin; (iii) The buyer must pledged in favor of the Arrangement Trustees the shares that seller had pledged to them.

 

On October 11, 2015, the BMBY process concluded, and IFISA acquired all IDBD's shares of stock held by ETH. Consequently, the Shareholders' Agreement ceased and members of IDBD's Board of Directors representing ETH submitted their irrevocable resignation to the Board Dolphin is hence empowered to appoint the new members to the Board. 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. As a consequence, the Group gain control of IDBD and started to consolidate financial statements as from that date.

 

As of December 31, 2015, Dolphin held an aggregate number of 324,445,664 shares, 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 December 31, 2015, Dolphin held 498,140 shares of DIC and 83,023 warrants Series 4, 5 and 6 of DIC, representing a direct equity interest of 0.49% in DIC.

 

The Group is analyzing the allocation of the price paid across various net assets acquired by IDBD; therefore, the information presented below is preliminary.

 

 

 

23


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

The following chart shows the consideration, the fair value of the acquired assets, the assumed liabilities and the non-controlling interest as of the acquisition date.

 

 

10.11.15

Fair value of the interest in IDBD’s equity held before the business combination and warrants...

1,416

Total consideration

1,416

 

 

10.11.15

Fair value of identifiable assets and assumed liabilities:

 

Investment properties

28,821

Property, plant and equipment

13,734

Intangible assets

1,288

Investment in associates and joint ventures

9,043

Financial assets held for sale

4,475

Trading properties

2,437

Inventories

1,822

Income tax credit

91

Trade and other receivables

9,546

Investment in financial assets

6,695

Restricted assets

250

Cash and cash equivalents

9,193

Deferred income tax

(3,597)

Provisions

(1,089)

Borrowings

(68,174)

Derivative financial instruments, net

280

Income tax

(316)

Employee benefits

(405)

Payroll and social security liabilities

(794)

Trade and other payables

(11,550)

Total net identifiable assets

1,750

Non-controlling interests

(2,235)

Goodwill not yet allocated

1,901

Total

1,416

 

The fair value of the investment properties was assessed by a qualified independent appraiser. As of the acquisition date, the Group estimates that the recognized assets are recoverable. The fair value of the non-controlling interest in IDBD, has been determined on a proportional basis to the fair value of net acquired assets.

 

Following the control of IDBD, the cumulative currency translation accumulated in shareholder’s equity from the interest held in IDBD before the business combination in the amount of Ps. 144 were charged to income. This gain were disclosed under "Other operating results net" line in the income statement.

 

Disclosures required by IFRS 3 are not included since results are not consolidated.

 

 

 

24


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

b)      Tender Offers

 

As described in Note 3.1 to the Annual Financial Statements, Dolphin was required to carry out the first tranche of Tender Offers in December 2015. Before expiration of the first tranche of the Tender Offer, Dolphin and the Trustees of the Arrangement reached an interim agreement (the “Interim Arrangement”) which that includes but is not limited to the following:

 

(i)      Postpone the date in which Dolphin would propose the first tranche of the Tender Offers until March 15, 2016, so that the execution of the Tender Offer would extend until March 31, 2016. Increase the first part of the Tender Offer by NIS 7 million, without changing the number of shares entitled to participate in the Tender Offer;

(ii)     Should IDBD carry out the issue of shares or convertible assets before March 15, 2016 (excluding the issuance of shares resulting from exercising already existing warrants) to any person other than Dolphin and/or any other company not entitled to take part as offeror in the Tender Offers, increase the first part of the Tender Offer by NIS 53 million (in addition to the NIS 7 million of section (i)), without changing the total number of shares to be purchased through the Tender Offer;

(iii)    Increase the collateral granted to the Trustees of the Arrangement to secure performance of the commitments assumed under the Tender Offers;

(iv)    The Interim Arrangement should be approved by the Shareholders’ Meeting, after which the parties would file a petition requesting that the appeal with the Supreme Court be dismissed without costs for the parties;

(v)     The Interim Arrangement would also be subject to the execution of the Subordinated Loan between Dolphin and IDBD (a subordinated and convertible loan granted to IDBD in the amount of NIS 210 million).

 

On December 6, 2015 the Interim Arrangement was approved and the appeal with the Supreme Court was dismissed without cost to the parties.

 

On December 1, 2015, Dolphin and IDBD suscribed the Subordinated Loan.

 

c)     Sale of properties of the business of urban properties and investments in the Operations Center in Argentina

 

During the six-month periods ended December 31, 2015, the Group has sold certain floors corresponding to Maipú 1300 Building, Intercontinental Plaza and all the floors corresponding to Dique IV and Isla Sirgadero.

 

All sales of the periods led to a combined profit for the Group of Ps. 1,022, disclosed within the line “Gain from disposal of investment properties” in the Statement of Income.

 

 

 

25


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

5.     Financial risk management and fair value

 

The Group's activities expose it to a variety of financial risk: market risk (including foreign currency risk, interest rate risk, indexing risk due to specific clauses and other price risk), credit risk, liquidity risk and capital risk. Within the Group, risk management functions are conducted in relation to financial risks associated to financial instruments to which the Group is exposed during a certain period or as of a specific date.

 

The general risk management policies of the Group are focused on the unpredictability of financial markets and seek both to minimize adverse potential effects on the financial performance of the Group and to manage and control the financial risks effectively. The Group uses financial instruments to hedge certain risk exposures when deemed appropriate based on its internal management risk policies, as explained below.

 

In respect of the agricultural business and the urban properties and investment business of the Operations Center in Argentina, there have been no changes in the risk management or risk management policies applied since the fiscal year-end, therefore, all information and disclosures of the risk management should be read together with the annual consolidated financial statements for the fiscal year ended June 30, 2015. As a result, the only information reported pertains to the business of urban properties and investments in the Operations Center in Israel.

 

Risk management of the urban properties and investment business in the Operation Center in Israel:

 

Given the diversity of sectors in the economy, industries, and risks, IDBD manages its exposure to key financial risks in accordance with a decentralized risk management policy for all its subsidiaries. Both IDBD as holding and each subsidiary are responsible for managing their own financial risks in accordance with agreed global guidelines. The Chief Financial Officers of each entity are responsible for managing the risk management policies and systems, the definition of hedging strategies, insofar as applicable and based on any restriction that may be apply as a result of financial liability, the supervision of its implementation and the answer to such restrictions. The management framework includes policies, procedures, limits and allowed types of derivative financial instruments.

 

This section provides a description of the principal risks and uncertainties related to the operations center in Israel that could have a material adverse effect on the IDBD’s strategy, performance, results of operations and financial condition. The risks and uncertainties facing the businesses, set out below, do not appear in any particular order of potential materiality or probability of occurrence. The information corresponding to the sensitivity analysis of financial risks and its impact on operating income has not been included because the Group does not present IDBD income in this period.

 

 

 

26


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

5.             Financial risk management and fair value (Continued)

 

(a)     Market risk management

 

            (i) Foreign currency risk

 

IDBD operates at an international level and is exposed to exchange rate risks. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency in which the transaction is conducted, mainly the US dollar.

 

Real estate, business and/or financial activities of IDBD subsidiaries in the operations center in Israel are developed in the functional currencies of the economies where they operate, in that they IDBD is not significantly exposed to foreign currency risk.

 

Net financial position exposure to the functional currencies is decentralized managed on a case-by-case basis, by entering into foreign currency derivative instruments and/or by borrowing in foreign currencies, as the case may be, or by other methods considered adequate by the Management, according to circumstances.

 

            (ii) Risk of fluctuations of the CPI of Israel

 

IDBD has financial liabilities indexed by the Israeli CPI. As of the balance sheet date, 72% of financial liabilities arising from the center of operations in Israel was adjusted by the Israeli CPI.

 

Net financial position exposure to the Israeli CPI fluctuations is decentralized managed on a case-by-case basis, by entering into derivative financial instruments, as the case may be, or by other methods, considered adequate by the Management, according to circumstances.

 

            (iii) Interest rate risk

 

The IDBD's interest rate risk principally arises from long-term borrowings (see Note 25). Borrowings issued at a variable rate expose IDBD to cash flow interest rate risk, partially compensated by financial assets at floating interest rate. Borrowings issued at fixed rates expose the IDBD to fair value interest rate risk.

 

 

 

27


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

5.             Financial risk management and fair value (Continued)

 

IDBD manages the exposure to this risk on a dynamic basis. Various scenarios are simulated by IDBD, taking into consideration refinancing, renewal of existing positions, alternative financing sources or hedging instruments, maintaining an appropriate mix between fixed and floating rate interest bearing liabilities. Exposure to interest rate risk is decentralized managed and these activities are evaluated regularly by Management to determine that IDBD is not exposed to interest rate movements that could adversely impact its ability to meet its financial obligations and to comply with its borrowings covenants.

 

As of the date of these unaudited financial statements, the 96% of the Group’s long-term financial borrowings in this operations center are at fixed interest rate, therefore, IDBD is not significantly exposed to the interest rate fluctuation risk.

 

            (iv) Other price risk

 

IDBD is exposed to equity securities price risk or derivative financial instruments price risk because of investments held in entities that are publicly traded. 

 

As indicated in Note 9, investment in Clal is classified on the statements of financial position at “fair value through profit or loss” and represents the most significant IDBD’s exposure to price risk. IDBD has not used hedging against these risks.

 

IDBD regularly reviews the prices evolution of these equity securities in order to identify significant movements.

 

(b)     Credit risk management

 

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a financial loss to IDBD. Credit risk is decentralized managed on a country-by-country basis. Each entity is responsible for managing and analyzing the credit risk and limits have been established to ensure that IDBD deals only with approved counterparties and that counterparty concentration risk is addressed and the risk of loss is mitigated. Counterparty exposure is measured as the aggregate of all obligations of any single legal entity or economic entity to IDBD.

 

IDBD is subject to credit risk arising from deposits with banks and financial institutions, investments of surplus cash balances, the use of derivative financial instruments and from outstanding receivables.

 

 

 

28


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

5.             Financial risk management and fair value (Continued)

 

According to IDBD’s policy, the Company places its cash and cash equivalents, investments, and other financial instruments with various high credit quality financial institutions, thus mitigating the amount of credit exposure to any one institution. All the institutions that operate with IDBD are well known because of their experience in the market and high quality credit. IDBD places its cash and cash equivalents, investments, and other financial instruments with various high credit quality financial institutions, thus mitigating the amount of credit exposure to any one institution. The maximum exposure to credit risk is represented by the carrying amount of cash and cash equivalents and short-term investments in the statement of financial position.

 

IDBD’s primary objective for holding derivative financial instruments is to manage currency exchange rate risk, interest rate risk and interest risk. IDBD generally enters into derivative transactions with high-credit-quality counterparties and, by policy, limits the amount of credit exposure to each counter party. The amounts subject to credit risk related to derivative instruments are generally limited to the amounts, if any, by which counterparty’s obligations exceed the obligations that IDBD has with that counterparty. The credit risk associated with derivative financial instruments is representing by the carrying value of the assets positions of these instruments.

 

IDBD’s policy is to manage credit exposure to trade and other receivables counterparties within defined trading limits. All of IDBD’s significant counterparties are assigned internal credit limits.

 

Trade receivables from investment and development property activities are primarily derived from leases and services from shopping centers, office and other rental properties; receivables from the sale of trading properties and investment properties (primarily undeveloped land and non-retail rental properties). IDBD has a large customer base and is not dependent on any single customer.

 

There is not a high credit risk concentration in trade receivables from telecommunications and supermarket activity, as the business does not rely on few customers and most of the transactions are paid in cash or credit card.

 

 

 

29


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

5.         Financial risk management and fair value (Continued)

 

(c)     Liquidity risk management

 

The most important risk in the operations center in Israel is the liquidity risk, including risks associated with refinancing borrowings as they mature, the risk that borrowing facilities are not available to meet cash requirements, and the risk that financial assets cannot readily be converted to cash without loss of value. Failure to manage liquidity risks could have a material impact on IDBD’s cash flow and statement of financial position. Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, IDBD aims to maintain flexibility in funding its existing and prospective debt requirements by maintaining diversified funding sources.

 

IDBD monitors its current and projected financial position using several key internally generated reports: cash flow forecasts, debt maturity and interest rate exposure. IDBD also undertakes sensitivity analysis to assess the impact of proposed transactions, movements in interest rates and changes in property values on the key profitability, liquidity and balance sheet ratios.

 

The IDBD’s debt and derivative positions are continually reviewed to meet current and expected debt requirements. IDBD maintains a balance between longer-term and shorter-term financings. Short-term financing is principally raised through bank facilities and overdraft positions. Medium- to longer-term financing comprises public and private bond issues, including private placements. Financing risk is spread by using a variety of types of debt. The maturity profile is managed in accordance with IDBD’s needs, by spreading the repayment dates and extending facilities, as appropriate.

 

Given the current financial liability conditions of the Operations Center in Israel, in particular in the holding company IDBD, the main source of funding has been capital contributions. See Note 25 that includes a description of commitments and restrictions related to loans and renegotiation processes under way.

 

 

 

30


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

 

6.             Segment information

 

IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are component of an entity about which separate financial information is available that is evaluated regularly by the CODM. According to IFRS 8, the CODM represents a function whereby strategic decisions are made and resources are assigned. The CODM function is carried out by the President of the Group, Mr. Eduardo S. Elsztain. In addition, and due to the acquisition of IDBD, two responsibility levels have been established for resource allocation and assessment of results of the two operations centers, through executive committees in Argentina and Israel.

 

Following the control of IDBD, as from this quarter, the Group reports its financial and equity performance based on the new segment structure. Comparative information has been modified to reflect the new organization insofar as possible.

 

Segment information is reported from the perspective of products and services: (i) agricultural business and ii) urban properties and investment business. In addition, this last segment is reported divided from the geographic point of view in two Operations Centers to manage its global interests: Argentina and Israel. Within each operations center, the Group considers separately the various activities being developed, which represent reporting operating segments given the nature of its products, services, operations and risks. Management believes the operating segment clustering in each operations center reflects similar economic characteristics in each region, as well as similar products and services offered, types of clients and regulatory environments.

 

 

 

31


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

Therefore, segment information has been prepared as follows:

 

Agricultural business:

 

The Group’s Agricultural business is comprised of eight reportable segments: (the reporting segments of crops, cattle, dairy, sugarcane, agricultural rentals and services and other segments are included within “Agriculture” activities):

 

·       The “Crops” Segment consists of planting, harvesting and sale of crops as wheat, corn, soybeans, cotton, and sunflowers. The Group is focused on the long-term performance of the land and seeks to maximize the use of the land through crop rotation; the use of technology and techniques. In this way, the type and quantity of harvested crops change in each agricultural campaign.

 

·       The “Cattle” Segment consists of breeding, purchasing and/ or fattening of free-range beef cattle for sale to meat processors and local livestock auction markets.

 

·       The “Dairy” Segment consists of breeding and/ or purchasing dairy cows for the production of raw milk for sale to local milk and milk-related products producers.

 

·       The “Sugarcane” Segment consists of planting, harvesting and sale of sugarcane.

 

·       The “Agriculture Rentals and Services” Segment consists of services (for example: irrigation) and leasing of the Group’s farms to third parties.

 

·       The “Land transformation and sales” Segment comprises gains from the disposal and development of farmlands activities.

 

·       The “Agro-industrial” Segment consists of feedlot farming and the slaughtering and processing in the meat refrigerating plant. Feedlot farming is distinctive and requires specific care and diets which differ from those provided to free-range cattle. This activity represents a separate operating segment due to the distinctive characteristics of the cattle feedlot system and the industrialized meat processing in the packing plant.

 

·       The "Other Segments" column consists of the aggregation of the remaining operating segments, which do not meet the quantitative thresholds for disclosure includes the brokerage activities.

 

 

 

 

32


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 CODM periodically reviews the results and certain asset categories and assesses performance of the operating segments in the agricultural business based on a measure of profit or loss of the segment composed by the operating income plus the equity in earnings of associates and joint ventures. The valuation criteria used in preparing this information are consistent with IFRS standards used for the preparation of the financial statements, except for the operating results of joint venture Cresca S.A., which are evaluated by the CODM applying proportional consolidation method. Under this method the income/loss generated and assets, are reported in the income statement line-by-line based on the percentage held in the joint venture 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.

 

Urban properties and investments:

 

·            Operations Center in Argentina

 

Within this center, the Group operates in the following segments:

 

o   The “Shopping centers” segment includes assets and results from the commercial exploitation and development of shopping centers. Such results originate mainly from the lease and the providing of services related to the lease of commercial facilities and other spaces in the Group’s shopping centers.

o   The “Office and others” segment includes assets and the operating results of the activity of lease of office space and other rental properties and service revenues related to this activity.

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

o   The "Hotels" segment includes the operating results of the hotels principally comprised of room, catering and restaurant revenues.

o   The “International” segment includes assets and operating profit or loss from business related to associates Condor and Lipstick. Through these associates, the Group derives revenue from hotels and an office building in United States, respectively. Until September 30, 2014, this segment included revenue from a subsidiary that owned the building located at 183 Madison Ave in New York, United States, which was sold on September 29, 2014.  Additionally, until October 11, 2015, this international segment only included results from the investment in IDBD carried at fair value.

o   The “Financial operations and others” segment primarily includes the financial activities carried out by BHSA and Tarshop and other residual financial operations.

 

 

 

33


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 valuation criteria used in preparing this information are consistent with IFRS standards used for the preparation of the consolidated financial statements, except for the following:

 

·            Operating results of joint ventures: Cyrsa S.A., NPSF, Puerto Retiro, Baicom and Quality are evaluated by the CODM applying proportional consolidation method. Under this method the income/loss generated and assets, are reported in the income statement line-by-line based on the percentage held in joint ventures rather than in a single item as required by IFRS. Management believes that the proportional consolidation method provides more useful information to understand the business return. Moreover, operating results of 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 LRSA.

·            Operating results from shopping centers and offices does not include the amounts pertaining to building administration expenses and collective promotion funds ("FPC", as per its Spanish acronym) 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). The CODM examines the net amount from both concepts (total surplus or deficit between building administration expenses and FPC and recoverable expenses).

 

·            Operations Center in Israel

 

Within this center, the Group operates in the following segments:

 

o   The segment “Commercial Properties” includes mainly assets and operating income derived from business related to the subsidiary PBC. Through PBC, the Group operates rental properties and residential properties in Israel, United States and other parts of the world and carries out commercial projects in Las Vegas, United States.

o   The segment “Supermarkets” includes assets and operating income derived from the business related to the subsidiary Shufersal. Through Shufersal, the Group operates a supermarket chain in Israel.

o  The segment “Agrochemicals” includes income derived from the business related to the associate Adama. Adama is a company specialized in agrochemicals, particularly for the production of crops.

 

 

 

 

34


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

o   The segment “Telecommunications” includes assets and operating income derived from the business related to the subsidiary Cellcom. Cellcom is a provider of telecommunication services and its main activities include the provision of mobile phone services, fixed line phone services, data and Internet, among others.

o   The segment “Insurance” includes assets and operating income derived from the business related to Clal. This company is one of the most important insurance groups in Israel, and is mainly engaged in pension and social security insurance, among others.

o   All other segments include the assets and income derived from other diverse business activities which are not material, such as technological developments, tourism, gas and oil assets, electronics, and others.

 

The CODM periodically reviews the results and certain asset categories and assesses performance of this operating segment based on a measure of profit or loss of the segment composed by the operating income plus the equity in earnings of associates and joint ventures. 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 following:

 

·          Operating results of the associate Adama in the segment Agrochemical are evaluated applying proportional consolidation method. Under this method the income/loss generated and assets, are reported in the income statement line-by-line based on the percentage held in the associate 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.

 

·          Operating income of the Clal subsidiary in the Insurance segment are analyzed from a consolidated perspective. As indicated in Note 9, 51% of the controlling shares of Clal are held in trust following instructions from the Israel Securities Exchange Commission to comply with the sale of the majority stake in Clal. Under this method both income and assets are fully consolidated on a line-by-line basis, and not under one line as if it were a financial instrument reported at fair value, as required by the IFRSs under the current circumstances where control in not exercised.

 

 

 

 

 

35


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

As indicated under Note 2, the Group decided to consolidate income derived from its operations center in Israel with a three month lag, as adjusted for the effects of significant transactions; hence, operating results of IDBD for the period extending from October 11, 2015 (acquisition date) through December 31, 2015 were not included in the interim statement of comprehensive income for the six-month period ended December 31, 2015. Therefore, segment information pertaining to operating income for the period extending from the acquisition date through December, 31 2015 has not been included.

 

Furthermore, comparative information has not been modified for as of that date the Group did not exercise control over IDBD. The assessment of this investment was part of the international segment of the urban properties and investment business in the operations center in Argentina.

 

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

 

As to those business segments where the CODM evaluated assets under the proportional consolidation method, each reported asset includes the proportional share of the Group in the same class of assets of the associates and/or joint ventures. Only as an example, the investment properties amount reported to the 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 associated and/or joint ventures.

 

Within the agricultural business, most revenue from its operating segments are derived from, and their assets are located in Argentina and Brazil, mainly.

 

Within the urban properties and investment business in the operations center in Argentina, most revenue from its operating segments are derived from, and their assets are located in Argentina, except for earnings of associates included in the “International” segment located in USA.

 

Within the urban properties and investment business in the operations center in Israel, most revenue from its operating segments are derived from, and their assets are located in Israel, except for certain earnings from the Commercial Properties segment generated outside Israel, mainly in USA.

 

 

 

36


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended December 31, 2015:

 

 

Agricultural business

(I)

 

Urban properties and investments business

(II)

 

Total

 

 

Operations Center in Argentina

 

Operations Center in

Israel

 

Subtotal

 

Revenues

1,296

 

1,586

 

-

 

1,586

 

2,882

Costs

(1,619)

 

(384)

 

-

 

(384)

 

(2,003)

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

575

 

-

 

-

 

-

 

575

Changes in the net realizable value of agricultural produce after harvest

114

 

-

 

-

 

-

 

114

Gross profit

366

 

1,202

 

-

 

1,202

 

1,568

Gain from disposal of investment properties

-

 

1,022

 

-

 

1,022

 

1,022

General and administrative expenses

(128)

 

(277)

 

-

 

(277)

 

(405)

Selling expenses

(167)

 

(121)

 

-

 

(121)

 

(288)

Other operating results, net

45

 

123

 

-

 

123

 

168

(Loss) / Profit from operations

116

 

1,949

 

-

 

1,949

 

2,065

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

4

 

(403)

 

-

 

(403)

 

(399)

Segment Profit

120

 

1,546

 

-

 

1,546

 

1,666

 

 

 

 

 

 

 

 

 

 

Investment properties

49

 

3,437

 

-

 

3,437

 

3,486

Property, plant and equipment

2,514

 

244

 

-

 

244

 

2,758

Trading properties

-

 

180

 

-

 

180

 

180

Goodwill

8

 

25

 

-

 

25

 

33

Rights to receive future units under barter agreements

-

 

90

 

-

 

90

 

90

Biological assets

821

 

-

 

-

 

-

 

821

Inventories

502

 

25

 

-

 

25

 

527

Investments in associates and joint ventures

35

 

1,731

 

-

 

1,731

 

1,766

Operating assets from Operations Center in Israel

-

 

-

 

478,325

 

478,325

 

478,325

Total segment assets

3,929

 

5,732

 

478,325

 

484,057

 

487,986

 

 

 

 

 

 

 

 

 

 

Operating liabilities from Operations Center in Israel

-

 

-

 

433,972

 

433,972

 

433,972

 

 

 

37


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended December 31, 2014:

 

 

Agricultural business

(I)

 

Urban properties and investments business

(II)

 

Total

 

 

Operations Center in Argentina

 

Operations Center in

Israel

 

Subtotal

 

Revenues

1,302

 

1,276

 

-

 

1,276

 

2,578

Costs

(1,825)

 

(301)

 

-

 

(301)

 

(2,126)

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

706

 

-

 

-

 

-

 

706

Changes in the net realizable value of agricultural produce after harvest

(16)

 

-

 

-

 

-

 

(16)

Gross Profit

167

 

975

 

-

 

975

 

1,142

Gain from disposal of investment properties

-

 

796

 

-

 

796

 

796

Gain from disposal of farmlands

20

 

-

 

-

 

-

 

20

General and administrative expenses

(114)

 

(165)

 

-

 

(165)

 

(279)

Selling expenses

(144)

 

(85)

 

-

 

(85)

 

(229)

Other operating results, net

(18)

 

67

 

-

 

67

 

49

(Loss) / Profit from operations

(89)

 

1,588

 

-

 

1,588

 

1,499

Share of loss of associates and joint ventures

(3)

 

(688)

 

-

 

(688)

 

(691)

Segment (Loss) / Profit

(92)

 

900

 

-

 

900

 

808

 

 

 

 

 

 

 

 

 

 

Investment properties

233

 

3,560

 

-

 

3,560

 

3,793

Property, plant and equipment

2,062

 

237

 

-

 

237

 

2,299

Trading properties

-

 

140

 

-

 

140

 

140

Goodwill

10

 

26

 

-

 

26

 

36

Rights to receive future units under barter agreements

-

 

90

 

-

 

90

 

90

Biological assets

813

 

-

 

-

 

-

 

813

Inventories

324

 

21

 

-

 

21

 

345

Investments in associates and joint ventures

30

 

1,840

 

-

 

1,840

 

1,870

Total segment assets

3,472

 

5,914

 

-

 

5,914

 

9,386

 

 

 

38


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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:

 

 

December 31, 2015

 

Agricultural

 

 

 

 

 

Crops

Cattle

Dairy

Sugarcane

Agricultural Rental and services

Agricultural

Subtotal

Land transformation

and Sales

Agro-industrial

Other

segments

Total Agricultural business

Revenues

462

118

31

169

22

802

-

408

86

1,296

Costs

(685)

(154)

(63)

(260)

(7)

(1,169)

(4)

(377)

(69)

(1,619 )

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

318

104

33

120

-

575

-

-

-

575

Changes in the net realizable value of agricultural produce

after harvest

114

-

-

-

-

114

-

-

-

114

Gross Profit / (Loss)

209

68

1

29

15

322

(4)

31

17

366

General and administrative expenses

(72)

(17)

(3)

(13)

(2)

(107)

(1 )

(13)

(7)

(128)

Selling expenses

(106)

(11)

(2)

(4)

(1)

(124)

-

(35)

(8)

(167)

Other operating results, net

39

(2)

-

1

-

38

-

-

7

45

Profit / (Loss) from Operations

70

38

(4)

13

12

129

(5)

(17)

9

116

Share of profit / (loss) of associates

6

-

-

-

-

6

-

-

(2)

4

Segment Profit / (Loss)

76

38

(4)

13

12

135

(5)

(17)

7

120

 

 

 

 

 

 

 

 

 

 

 

Investment properties

2

-

-

-

47

49

-

-

-

49

Property, plant and equipment

1,712

190

22

462

1

2,387

53

18

56

2,514

Goodwill

5

-

-

3

-

8

-

-

-

8

Biological assets

292

391

42

96

-

821

-

-

-

821

Inventories

323

52

1

3

-

379

-

14

109

502

Investments in associates

34

-

-

-

-

34

-

-

1

35

Total segment assets

2,368

633

65

564

48

3,678

53

32

166

3,929

 

 

 

 

39


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

 

December 31, 2014

 

Agricultural

 

 

 

 

 

Crops

Cattle

Dairy

Sugarcane

Agricultural Rental and services

Agricultural

Subtotal

Land

transformation

and Sales

Agro-industrial

Other

segments

Total Agricultural business

Revenues

502

99

35

151

33

820

-

413

69

1,302

Costs

(927)

(144)

(65)

(246)

(10)

(1,392)

(4)

(366)

(63)

(1,825)

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

495

73

39

99

-

706

-

-

-

706

Changes in the net realizable value of agricultural produce

after harvest

(16)

-

-

-

-

(16)

-

-

-

(16)

Gross Profit / (Loss)

54

28

9

4

23

118

(4)

47

6

167

Gain from disposal of farmlands

-

-

-

-

-

-

20

-

-

20

General and administrative expenses

(74)

(11)

(2)

(10)

(1)

(98)

(1)

(11)

(4)

(114)

Selling expenses

(79)

(12)

(1)

(4)

-

(96)

(1)

(40)

(7)

(144)

Other operating results, net

(10)

(1)

(1)

(3)

-

(15)

(5)

-

2

(18)

(Loss) / Profit from operations

(109)

4

5

(13)

22

(91)

9

(4)

(3)

(89)

Share of loss of associates

(3)

-

-

-

-

(3)

-

-

-

(3)

Segment (Loss) / Profit

(112)

4

5

(13)

22

(94)

9

(4)

(3)

(92)

 

 

 

 

 

 

 

 

 

 

 

Investment properties

13

1

-

-

41

55

178

-

-

233

Property, plant and equipment

1,411

142

20

367

1

1,941

51

17

53

2,062

Goodwill

6

-

-

3

-

9

-

-

1

10

Biological assets

373

306

41

88

-

808

-

-

5

813

Inventories

131

56

1

2

-

190

-

13

121

324

Investments in associates

27

-

-

-

-

27

-

-

3

30

Total segment assets

1,961

505

62

460

42

3,030

229

30

183

3,472

 

 

 

40


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 from the Operations Center in Argentina:

 

 

December 31, 2015

 

Shopping Center

Properties

 

Offices and others

 

Sales and developments

 

Hotels

 

International

 

Financial operations

and others

 

Total

Revenues

1,193

 

145

 

4

 

244

 

-

 

-

 

1,586

Costs

(176)

 

(27)

 

(10)

 

(171)

 

-

 

-

 

(384)

Gross Profit / (Loss)

1,017

 

118

 

(6)

 

73

 

-

 

-

 

1,202

Gain from disposal of investment properties

-

 

-

 

1,022

 

-

 

-

 

-

 

1,022

General and administrative expenses

(81)

 

(16)

 

(72)

 

(49)

 

(59)

 

-

 

(277)

Selling expenses

(64)

 

(18)

 

(10)

 

(29)

 

-

 

-

 

(121)

Other operating results, net

(18)

 

(1)

 

(5)

 

(1)

 

146

 

2

 

123

Profit / (Loss) from Operations

854

 

83

 

929

 

(6)

 

87

 

2

 

1,949

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

-

 

8

 

6

 

-

 

(578)

 

161

 

(403)

Segment Profit / (Loss)

854

 

91

 

935

 

(6)

 

(491)

 

163

 

1,546

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment properties

2,368

 

893

 

169

 

-

 

-

 

7

 

3,437

Property, plant and equipment

47

 

23

 

1

 

171

 

2

 

-

 

244

Trading properties

1

 

-

 

179

 

-

 

-

 

-

 

180

Goodwill

14

 

6

 

5

 

-

 

-

 

-

 

25

Rights to receive future units under barter agreements

-

 

-

 

90

 

-

 

-

 

-

 

90

Inventories

16

 

-

 

1

 

8

 

-

 

-

 

25

Investments in associates and joint ventures

-

 

24

 

62

 

-

 

61

 

1,584

 

1,731

Total segment assets

2,446

 

946

 

507

 

179

 

63

 

1,591

 

5,732

 

 

 

 

41


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

 

December 31, 2014

 

Shopping Center

Properties

 

Offices and others

 

Sales and developments

 

Hotels

 

International

 

Financial operations

and others

 

Total

Revenues

867

 

163

 

7

 

213

 

26

 

-

 

1,276

Costs

(125)

 

(22)

 

(8)

 

(139)

 

(7)

 

-

 

(301)

Gross Profit / (Loss)

742

 

141

 

(1)

 

74

 

19

 

-

 

975

Gain from disposal of investment property

-

 

-

 

796

 

-

 

-

 

-

 

796

General and administrative expenses

(56)

 

(24)

 

(21)

 

(37)

 

(27)

 

-

 

(165)

Selling expenses

(46)

 

(7)

 

(4)

 

(28)

 

-

 

-

 

(85)

Other operating results, net

(14)

 

(113)

 

(1)

 

-

 

187

 

8

 

67

Profit / (Loss) from operations

626

 

(3)

 

769

 

9

 

179

 

8

 

1,588

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

-

 

3

 

2

 

1

 

(779)

 

85

 

(688)

Segment Profit / (Loss) 

626

 

-

 

771

 

10

 

(600)

 

93

 

900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment properties

2,309

 

759

 

485

 

-

 

-

 

7

 

3,560

Property, plant and equipment

30

 

32

 

1

 

173

 

1

 

-

 

237

Trading properties

1

 

-

 

139

 

-

 

-

 

-

 

140

Goodwill

9

 

12

 

5

 

-

 

-

 

-

 

26

Rights to receive future units under barter agreements

9

 

5

 

76

 

-

 

-

 

-

 

90

Inventories

13

 

-

 

1

 

7

 

-

 

-

 

21

Investments in associates and joint ventures

-

 

27

 

47

 

23

 

406

 

1,337

 

1,840

Total segment assets

2,371

 

835

 

754

 

203

 

407

 

1,344

 

5,914

 

 

 

 

42


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 Groups’ Operations Center in Israel for the year ended December 31, 2015:

 

 

Commercial Properties

 

Supermarkets

 

Agrochemicals

 

Telecommunications

 

Insurance

 

Others

 

Total

Operating assets

53,138

 

24,706

 

62,570

 

20,816

 

314,116

 

2,979

 

478,325

Operating liabilities

44,112

 

21,048

 

50,615

 

16,893

 

299,243

 

2,061

 

433,972

 

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.

 

 

December 31, 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

2,882

 

(24)

 

(61)

 

594

 

3,391

Costs

(2,003)

 

27

 

47

 

(602)

 

(2,531)

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

575

 

(8)

 

13

 

-

 

580

Changes in the net realizable value of agricultural produce after harvest

114

 

-

 

-

 

-

 

114

Gross Profit / (Loss)

1,568

 

(5)

 

(1)

 

(8)

 

1,554

Gain from disposal of investment properties

1,022

 

-

 

-

 

-

 

1,022

General and administrative expenses

(405)

 

2

 

4

 

-

 

(399)

Selling expenses

(288)

 

2

 

2

 

-

 

(284)

Other operating results, net

168

 

1

 

(3)

 

-

 

166

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

2,065

 

-

 

2

 

(8)

 

2,059

Share of loss of associates and joint ventures

(399)

 

(4)

 

-

 

-

 

(403)

Profit / (Loss) from Operations before Financing and Taxation

1,666

 

(4)

 

2

 

(8)

 

1,656

 

 

 

43


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

 

December 31, 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

2,578

 

(19)

 

(84)

 

439

 

2,914

Costs

(2,126)

 

20

 

61

 

(445)

 

(2,490)

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

706

 

(6)

 

20

 

-

 

720

Changes in the net realizable value of agricultural produce after harvest

(16)

 

-

 

-

 

-

 

(16)

Gross Profit / (Loss)

1,142

 

(5)

 

(3)

 

(6)

 

1,128

Gain from disposal of investment property

796

 

-

 

-

 

 

 

796

Profit / (Loss) from disposal of farmlands

20

 

(20)

 

-

 

-

 

-

General and administrative expenses

(279)

 

3

 

1

 

-

 

(275)

Selling expenses

(229)

 

2

 

-

 

-

 

(227)

Other operating results, net

49

 

(1)

 

-

 

-

 

48

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

1,499

 

(21)

 

(2)

 

(6)

 

1,470

Share of loss / profit S of associates and joint ventures

(691)

 

17

 

-

 

-

 

(674)

Profit / (Loss) from Operations Before Financing and Taxation

808

 

(4)

 

(2)

 

(6)

 

796

 

The following tables present a reconciliation between total segment assets 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.

 

 

December 31,

2015

 

December 31,

2014

Total Assets per segment

487,986

 

9,386

Less:

 

 

 

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

(63,302)

 

(371)

Deconsolidation of Adama and Clal

(314,116)

 

-

Measurement adjustments at fair value

(4,962)

 

-

Plus:

 

 

 

Investments in joint ventures (**)

7,628

 

304

Investment value in Clal

4,845

 

-

Other non-reportable assets

22,501

 

5,320

Total Consolidated Assets as per Statement of financial position

140,580

 

14,639

 

 

 

 

44


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.

 

 

December 31,

2015

 

December 31,

2014

Investment properties

121

 

335

Property, plant and equipment

519

 

2

Trading properties

1

 

6

Goodwill

4

 

6

Biological assets

14

 

12

Inventories

9

 

10

Total proportionate share in assets per segment of joint ventures..

668

 

371

 

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

 

 

December 31,

2015

 

December 31,

2014

Total Liabilities per segment

433,972

 

-

Less:

 

 

 

Deconsolidation of Adama and Clal

(299,243)

 

-

Measurement adjustments at fair value

(3,076)

 

-

Plus:

 

 

 

Liabilities corresponding to agricultural business and urban properties and investment business from the operations center in Argentina

1,448

 

11,024

Total Consolidated Liabilities as per Statement of financial position

133,101

 

11,024

 

 

 

 

45


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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

 

The Group conducts its business through several operating and holding subsidiaries. The Group considers that the subsidiaries below are the ones with non-controlling interests material to the Group. As of June 30, 2015 correspond to urban properties and investment business and agricultural business from the operations center in Argentina.

 

 

As of December 31, 2015

 

Period ended December 31, 2015

 

Non-controlling shareholders interest

%

 

Current assets

 

Non-current assets

 

Current liabilities

 

Non-current liabilities

 

Net assets

 

Book value

of non-controlling shareholders

 

Revenue

 

Net

Income

/ (Loss)

 

Other comprehensive (Loss)

 

Total comprehensive loss

 

Gain (loss) attributable to

non-controlling shareholders

 

Cash of operating activities

 

Cash of investment activities

 

Cash of financial activities

 

Net increase (decrease) in cash and cash equivalents

BrasilAgro

59.76%

 

1,078

 

1,949

 

271

 

187

 

2,569

 

1,435

 

231

 

120

 

66

 

186

 

71

 

(15)

 

557

 

(427)

 

115

IRSA

36.21%

 

45,052

 

88,868

 

37,469

 

90,702

 

5,749

 

689

 

2,164

 

(910)

 

1,876

 

966

 

(423)

 

(1,009)

 

(96)

 

1,001

 

(104)

 

 

 

As of June 30, 2015

 

Period ended December 31, 2014

 

Non-controlling shareholders interest

%

 

Current assets

 

Non-current assets

 

Current liabilities

 

Non-current liabilities

 

Net assets

 

Book value

of non-controlling shareholders

 

Revenue (4)

 

Net Income

/ (Loss)

 

Other comprehensive

(loss)

 

Total comprehensive loss

 

Profit / (Loss) attributable to non-controlling shareholders

 

Cash of operating activities

 

Cash of investment activities

 

Cash of financial activities

 

Net increase (decrease) in cash and cash equivalents

IRSA

35.70%

 

1,896

 

8,347

 

2,691

 

4,682

 

2,870

 

872

 

1,720

 

47

 

(136)

 

(89)

 

59

 

654

 

871

 

(967)

 

558

BrasilAgro

60.23%

 

1,315

 

1,667

 

583

 

195

 

2,204

 

1,257

 

256

 

17

 

959

 

976

 

10

 

(157)

 

(65)

 

(13)

 

-235

 

 

 

 

46


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

Cellcom is the largest provider of mobile telecommunications in Israel, it offers its services approximately to 2,900 million subscribers with a wide range of services. By the end of 2014, the Company launched television services over the Internet. Under Israeli laws, in order for a shareholder to be able to exert control over a Telecommunications Company, such shareholder must first secure the approval of the Ministry of Communications of Israel. Such approval, consequence of change in control of IDBD, has not yet been obtained.

 

In November 2015, Cellcom entered into an agreement, subject to approval, with Golan Telecom Ltd. ("Golan") and its shareholders to acquire all of Golan’s shares for a price of NIS 1,170 (equivalents to $ 3,900 at the exchange rate of 3.35), subject to certain adjustments. To complete the transaction, Cellcom intends to raise funds by way of a public offering and DIC expects to subscribe shares for up to NIS 100 million (or $ 335 million at the exchange rate of 3.35) at that public offering to maintain its current equity interests.

 

In December 2015, PBC, issued three series of debentures under the current programs for an aggregate amount of NIS 417 million (or Ps. 1,397 million at the exchange rate of 3.35).

 

In November 2015, IDBD, through IDB Tourism, renegotiated the terms and conditions of the loan for the purchase of aircrafts mentioned in Note 25. Among other things, the renegotiation involved the extension of the loan term and the purchase of a new Airbus. As of the date of these financial statements, the outstanding debt amounts to US$ 53 million.

 

8.            Investments in associates and joint ventures

 

As of June 30, 2015, the associates of the Group were Agro-Uranga S.A., Agromanagers S.A., New Lipstick, BHSA, IDBD, Tarshop S.A., Manibil S.A., Lipstick and BACS and joint ventures of the Group were Cresca S.A., Cyrsa S.A., Puerto Retiro, Baicom, Quality, NPSF, Entretenimiento Universal S.A. and EHSA.

 

As of December 31, 2015, following IDBD’s consolidation Adama, Mehadrin Ltd., PBEL Real Estate Ltd., Gav-Yam Properties in Lod, were included as associates, among others.

 

47


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.            Investments in associates and joint ventures (Continued)

 

Changes in the Group’s investments in associates and joint ventures for the six-month period ended as of December 31, 2015 and for the year ended as of June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Beginning of the year

3,031

 

2,198

Acquisition / increase in equity interest

-

 

1,254

Decrease for the taking over (see Note 4)

(1,047)

 

-

Balance incorporated by business combination (see Note 4)

9,043

 

-

Capital contribution

45

 

128

Share of profit / (loss)

161

 

(24)

Currency translation adjustment

3,676

 

114

Cash dividends (i)

(7)

 

(52)

Disposal of associates

(8)

 

(34)

Capital reduction (iii)

-

 

(111)

Reclassification to financial instruments (Note 4)

-

 

(30)

Unrealized gain from investments at fair value

(564)

 

(412)

End of the period / year (ii)

14,330

 

3,031

 

(i)    During the six-month period ended December 31, 2015, the Group cashed dividends from Agro-Uranga S.A. in the amount of Ps. 4.2. During the year ended on 2015, the Group cash dividends from Agro-Uranga S.A., BHSA, Cyrsa S.A. and NPSD in the amount of Ps. 4.7, Ps. 12.9, Ps. 31 and Ps. 2.6, respectively.

(ii)   Include a balance of Ps. (585) and Ps. (363) reflecting interests in companies with negative equity as of December 31, 2015 and June 30, 2015, respectively, which is reclassified to “Provisions” (see Note 24).

(iii)   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.

 

Legal reserve applicable to the Argentine Companies

 

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 investments under this law have not reached the legal limits of this reserve.

 

Restrictions, commitments and other matters in respect of the urban properties and investment business in the operations center in Argentina

 

Quality

 

In March 2011, Quality purchased an industrial plant located in San Martín, Province of Buenos Aires. The facilities have the necessary features and scales for multiple uses.

 

48


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.            Investments in associates and joint ventures (Continued)

 

On January 20, 2015, Quality entered into an Urbanization Agreement with the Municipality of San Martín which contemplates a monetary compensation to the City Council totaling Ps. 40, payable in two installments of Ps. 20 each. The first of such installments was actually paid at the date of these Financial Statements.

 

EHSA

 

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

 

In connection with the Fairground 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. Although several resolutions have been issued since that point, 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.

 

Puerto Retiro

 

On April 18, 2000, Puerto Retiro was notified of a filing made by the National Government, through the Ministry of Defense, to extend the petition in bankruptcy of 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.

 

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.

 

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.

 

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

 

49


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.             Investments in associates and joint ventures (Continued)

 

Tarshop

 

Over the past two fiscal years, the BCRA modified certain aspects of the regulatory framework of the activity carried out by Tarshop. Based on these changes, our Associate is going through a business reformulation process. In this context, BHSA and IRSA CP approved a gradual capitalization plan to be carried out by shareholders pro rata their holdings, under which certain contributions were already made for a total amount of Ps. 235.

 

New Lipstick

 

New Lipstick has a pledge over the shares of its operating subsidiary Metropolitan. Metropolitan owns the building known as Lipstick Building in Manhattan.

 

Restrictions, commitments and other matters in respect of the urban properties and investment business in the operations center in Israel

 

Adama

 

Adama is specialized in the chemical industry, mainly, in the agrochemical industry. In this framework, Adama is engaged in developing, manufacturing and selling crop protection products, while also operating in other areas based on its basic capacities (the agricultural and chemical sectors), to a immaterial extent.

 

In 2011, IDBD sold 60% of Adama’s shares to China National Agrochemical Corporation (“ChemChina”) and was also granted a non-recourse loan in the aggregate amount of US$ 960, which is secured by the 40% of the shares held by IDBD as of December 31, 2015. The loan is disclosed in Note 24 under Non-current loans.

 

IDBD through DIC reported a potential transaction whereby Koor and ChemChina would transfer their entire interests (40% and 60%, respectively) in Adama to Hubei Sanonda Co. Ltd., a Chinese public company whose its shares are listed in the Shenzhen Stock Exchange, China ("Sanonda"). Sanonda’s shares would be delivered as consideration for the transaction in such amount that, following the transaction, Adama would become a wholly-owned subsidiary of Sanonda and Koor would be a shareholder of Sanonda. Pursuant to Chinese laws, Sanonda’s shares owned by Koor would be subject to a lock-up period of 3 years.

 

On December 2015 Adama distributed a cash dividend for an amount of US$ 100, out of which US$ 40 pertains to DIC and was used to partially settle the non-recourse loan.

 

50


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.            Assets held for sale - CLAL, among others

 

Group’s assets held for sale as of December 31, 2015 were as follows:

 

 

December 31, 2015

Clal

4,845

Others

198

 

5,043

 

Clal is a holding company that mainly operates in the insurance and pension markets and in segments of pension funds. The company holds assets and other businesses (such as insurance agencies) and is one of the largest insurance groups in Israel. Clal mainly develops its activities in three operating segments: long-term savings, general insurance and health insurance.

 

Given that IDBD failed to meet the requirements set forth by the Capital Markets, Insurance and Savings Commission, which is dependent on the Ministry of Finance of Israel, to have control over an insurance company, on August 21, 2013, such commission required that IDBD grant an irrevocable power of attorney to Mr. Moshe Tery ("the Administrator") by 51% of the shareholding capital and vote in Clal, thus transferring control over that investee.

 

On December 30, 2014, the Capital Markets, Insurance and Savings Commission, which is dependent on the Ministry of Finance of Israel sent an additional letter setting a term by which IDBD’s control over and equity interests in Clal were to be sold and giving directions as to the Administrator’s continuity in office, among other aspects.

 

The sale arrangement outlined in the letter involves IDBD’s and the Administrator’s interests in the sale process under different options and timeframes. As of December 31, 2015, the current sale arrangement involves the sale of the interest in the stock exchange or in over-the-counter trades, as per the following detail and by the following dates:

 

a.   IDBD will have to sell at least 5% of its equity interest in Clal over a four-month period;

b.   During each of the subsequent four-month periods, IDBD will have to sell at least an additional 5% of its equity interest in Clal.

c.   If IDBD sells more than 5% of its equity interest in Clal in any given four-month period, the percentage in excess of the required 5% will be offset against the percentage required in the following period.

 

51


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.            Assets held for sale - CLAL, among others (Continued)

 

IDBD’s failure to fulfill its obligation in the manner described in the above paragraph will entitle the Administrator to act upon the specified arrangement in lieu of IDBD, pursuant to all powers that had been vested under the representations of the trust letter. The consideration for the sale will be transferred to IDBD, with the expenses incurred in the sale process to be solely borne by IDBD.

 

On December 31, 2015 the holding of IDBD to Clal was of 55%, and as a result of the circumstances mentioned above, IDBD has accounted for it as an available-for-sale financial asset. Valuation as of December 31, 2015 amounts to $ 5,810, and a loss of $ 797 has been recorded reflecting the fall in the market price.

 

Claims against Clal

 

On the aggregate, all legal actions brought against Clal’s investees out of the ordinary course of business amount to approximately NIS 14,339 (or Ps. 48,036 at the exchange rate of 3.35).

 

The Group set up a reserve for all legal actions brought against Clal’s investees out of the ordinary course of business in the amount of NIS 93 (or Ps. 312 at the exchange rate of 3.35). Most legal actions are related to consumer claims and derivative actions.

 

52


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended December 31, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Rental properties

 

Undeveloped parcels of land

 

Leased out

farmland

 

Properties under development (ii)

 

Total

Year ended June 30, 2015

 

 

 

 

 

 

 

 

 

Opening net book amount

2,618

 

422

 

51

 

364

 

3,455

Additions

66

 

2

 

8

 

174

 

250

Reclassification to available for sale

(3)

 

-

 

-

 

-

 

(3)

Reclassification to property, plant and equipment

(8)

 

-

 

(12)

 

(9)

 

(29)

Reclassification of property, plant and equipment

20

 

-

 

40

 

-

 

60

Capitalized borrowing costs

-

 

-

 

-

 

13

 

13

Disposals

(103)

 

(3)

 

-

 

(3)

 

(109)

Depreciation charge (i)

(152)

 

-

 

(5)

 

-

 

(157)

Currency translation adjustment

-

 

-

 

(5)

 

-

 

(5)

Transfers

514

 

25

 

-

 

(539)

 

-

Closing net book amount

2,952

 

446

 

77

 

-

 

3,475

At June 30, 2015

 

 

 

 

 

 

 

 

 

Cost

4,766

 

446

 

77

 

-

 

5,289

Accumulated depreciation

(1,814)

 

-

 

-

 

-

 

(1,814)

Net book amount

2,952

 

446

 

77

 

-

 

3,475

Period ended December 31, 2015

 

 

 

 

 

 

 

 

 

Opening net book amount

2,952

 

446

 

77

 

-

 

3,475

Assets incorporated by business combination (Note 4)

24,927

 

1,258

 

-

 

2,636

 

28,821

Currency translation adjustment

9,133

 

461

 

1

 

965

 

10,560

Additions

102

 

-

 

2

 

-

 

104

Reclassifications to trading properties

-

 

(15)

 

-

 

-

 

(15)

Transfers

-

 

(95)

 

-

 

95

 

-

Reclassification of property, plant and equipment

9

 

-

 

-

 

-

 

9

Reclassification to property, plant and equipment

-

 

-

 

(30)

 

-

 

(30)

Disposals

(83)

 

(4)

 

(1)

 

-

 

(88)

Depreciation charge (i)

(88)

 

-

 

(2)

 

-

 

(90)

Closing net book amount

36,952

 

2,051

 

47

 

3,696

 

42,746

At December 31, 2015

 

 

 

 

 

 

 

 

 

Cost

38,807

 

2,051

 

51

 

3,696

 

44,605

Accumulated depreciation

(1,855)

 

-

 

(4)

 

-

 

(1,859)

Net book amount

36,952

 

2,051

 

47

 

3,696

 

42,746

 

 

(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.

(iii)   Arcos del Gourmet, 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. 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 improperly revoked.

 

53


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 statement:

 

 

December 31,

2015

 

December 31,

2014

Leases and services income

1,927

 

1,491

Direct operating expenses

822

 

610

Development expenses

5

 

-

Gain from disposal of investment properties

1,022

 

796

 

Borrowing costs incurred during the six-month period ended December 31, 2014 of Ps. 9.8, were capitalized at the rate of the IRSA CP’s general borrowings, which amounted 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 December 31, 2015.

 

54


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended December 31, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Owner occupied farmland

 

Buildings and facilities

 

Others (i)

 

Machinery

and equipment

 

Communication networks

 

Total

Year ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

2,057

 

243

 

82

 

-

 

-

 

2,382

Currency translation adjustment

(223)

 

(6)

 

(7)

 

-

 

-

 

(236)

Additions

153

 

30

 

40

 

-

 

-

 

223

Reclassifications of investment properties

12

 

8

 

9

 

-

 

-

 

29

Reclassifications to investment properties

(50)

 

(10)

 

-

 

-

 

-

 

(60)

Disposals

(255)

 

(7)

 

(4)

 

-

 

-

 

(266)

Depreciation charge (ii)

(54)

 

(19)

 

(22)

 

-

 

-

 

(95)

Closing net book amount

1,640

 

239

 

98

 

-

 

-

 

1,977

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Cost

1,833

 

560

 

264

 

-

 

-

 

2,657

Accumulated depreciation

(193)

 

(321)

 

(166)

 

-

 

-

 

(680)

Net book amount

1,640

 

239

 

98

 

-

 

-

 

1,977

Period ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount

1,640

 

239

 

98

 

-

 

-

 

1,977

Assets incorporated by business combination (Note 4)

-

 

6,665

 

1,665

 

1,694

 

3,710

 

13,734

Currency translation adjustment

235

 

2,443

 

614

 

621

 

1,359

 

5,272

Additions

28

 

6

 

13

 

-

 

-

 

47

Reclassifications of investment properties

30

 

-

 

-

 

-

 

-

 

30

Reclassifications to investment properties

-

 

(9)

 

-

 

-

 

-

 

(9)

Depreciation charge (ii)

(20)

 

(12)

 

(14)

 

-

 

-

 

(46)

Closing net book amount

1,913

 

9,332

 

2,376

 

2,315

 

5,069

 

21,005

As of December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

Cost

1,889

 

9,651

 

2,518

 

2,315

 

5,069

 

21,442

Accumulated depreciation

24

 

(319)

 

(142)

 

-

 

-

 

(437)

Net book amount

1,913

 

9,332

 

2,376

 

2,315

 

5,069

 

21,005

 

(i)   Includes furniture and fixtures, machinery and equipment and vehicles.

(ii)  For the six-month period ended as of December 31, 2015, the depreciation charges of property, plant and equipment were included as follows: Ps. 3 under the line item “General and administrative expenses”, Ps. 1 under the line item “Selling expenses” and Ps. 42 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. 88, "General and administrative expenses" for an amount of Ps. 6 and “Selling expenses” for an amount of Ps. 1, in the income statements.

 

55


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 properties for the six-month period ended December 31, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Completed properties

 

Properties under development

 

Undeveloped parcels of land

 

Total

At June 30, 2014

7

 

119

 

11

 

137

Additions

-

 

1

 

-

 

1

Currency translation adjustments

-

 

(6)

 

-

 

(6)

Reclassifications of investment properties

-

 

-

 

3

 

3

Disposals

(2)

 

-

 

-

 

(2)

At June 30, 2015

5

 

114

 

14

 

133

Assets incorporated by business combination (Note 4)

110

 

885

 

1,442

 

2,437

Currency translation adjustments

40

 

355

 

528

 

923

Reclassifications of investment properties

-

 

15

 

-

 

15

Additions

-

 

1

 

-

 

1

Disposals

(1)

 

-

 

-

 

(1)

At December 31, 2015

154

 

1,370

 

1,984

 

3,508

 

The analysis of trading properties is as follows:

 

 

December 31,

2015

 

June 30,

2015

Non-current

1,297

 

130

Current

2,211

 

3

Total

3,508

 

133

 

 

 

 

 

56


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended December 31, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Rights

of use

 

Units to be

received (iii)

 

Goodwill

 

Goodwill not yet allocated

 

Licenses

 

Information systems

and software

 

Others (i)

 

Total

Year ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount...................................

39

 

85

 

30

 

-

 

-

 

-

 

21

 

175

Currency translation adjustment.............................

-

 

-

 

(2)

 

-

 

-

 

-

 

(3)

 

(5)

Additions.....................................................

-

 

6

 

-

 

-

 

-

 

-

 

7

 

13

Disposals....................................................

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Amortization charge (ii)......................................

(1)

 

-

 

-

 

-

 

-

 

-

 

(6)

 

(7)

Closing net book amount.................................

38

 

91

 

28

 

-

 

-

 

-

 

19

 

176

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost.........................................................

41

 

91

 

28

 

-

 

-

 

-

 

52

 

212

Accumulated amortization...................................

(3)

 

-

 

-

 

-

 

-

 

-

 

(33)

 

(36)

Net book amount ...........................................

38

 

91

 

28

 

-

 

-

 

-

 

19

 

176

Period ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening net book amount...................................

38

 

91

 

28

 

-

 

-

 

-

 

19

 

176

Assets incorporated by business combination (Note 4)......

-

 

-

 

-

 

1,901

 

510

 

635

 

141

 

3,187

Currency translation adjustments............................

-

 

-

 

1

 

1,857

 

187

 

233

 

54

 

2,332

Additions.....................................................

-

 

-

 

-

 

-

 

-

 

-

 

2

 

2

Disposals ...................................................

-

 

-

 

-

 

-

 

-

 

-

 

(1)

 

(1)

Amortization charge (ii)......................................

(1)

 

-

 

-

 

-

 

-

 

-

 

(2)

 

(3)

Closing net book amount.................................

37

 

91

 

29

 

3,758

 

697

 

868

 

213

 

5,693

At December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost.........................................................

40

 

91

 

29

 

3,758

 

697

 

868

 

236

 

5,719

Accumulated amortization...................................

(3)

 

-

 

-

 

-

 

-

 

-

 

(23)

 

(26)

Net book amount ...........................................

37

 

91

 

29

 

3,758

 

697

 

868

 

213

 

5,693

 

(i)      Includes computer software and others.

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

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

 

57


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended December 31, 2015 and for the year ended June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Beginning of the year

579

 

641

Purchases

2

 

15

Initial recognition and changes in the fair value of biological assets 

574

 

1,235

Harvest

(298)

 

(1,158)

Sales

(92)

 

(128)

Addition from lease agreement

-

 

22

Consume

(1)

 

(2)

Currency translation adjustment

43

 

(46)

End of the period / year

807

 

579

 

Biological assets as of December 31, 2015 and June 30, 2015 were as follows:

 

 

Classification

 

December 31,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

Cattle for dairy production

Production

 

42

 

40

Breeding cattle

Production

 

311

 

295

Sugarcane fields

Production

 

96

 

113

Other cattle

Production

 

6

 

6

Others biological assets

Production

 

6

 

5

Non-current biological assets

 

 

461

 

459

Current

 

 

 

 

 

Cattle for sale

Consumable

 

61

 

65

Crops fields

Consumable

 

284

 

54

Other cattle

Consumable

 

1

 

1

Current biological assets

 

 

346

 

120

Total biological assets

 

 

807

 

579

 

The fair value less estimated point of sale costs of agricultural produce at the point of harvest amount to Ps. 326 and Ps. 1,218 for the period ended December 31, 2015 and for the year ended June 30, 2015, respectively.

 

58


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 December 31, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:

 

 

December 31, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

42

 

-

 

42

Breeding cattle and cattle for sale

-

 

372

 

-

 

372

Sugarcane fields

-

 

-

 

96

 

96

Other cattle

-

 

7

 

-

 

7

Others biological assets

6

 

-

 

-

 

6

Crops fields

263

 

-

 

21

 

284

Total

269

 

421

 

117

 

807

 

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

40

 

-

 

40

Breeding cattle and cattle for sale

-

 

360

 

-

 

360

Sugarcane fields

-

 

-

 

113

 

113

Other cattle

-

 

7

 

-

 

7

Others biological assets

5

(i)

-

 

-

 

5

Crops fields

14

(i)

-

 

40

 

54

Total

19

 

407

 

153

 

579

 

(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 six-month period ended December 31, 2015 and the year ended June 30, 2015:

 

 

Crops fields with significant biological growth

 

Sugarcane

fields

At June 30, 2014

137

 

143

Initial recognition and changes in the fair value of biological assets

462

 

162

Harvest

(558)

 

(197)

Addition from lease agreement

-

 

22

Currency translation adjustment

(1)

 

(17)

At June 30, 2015

40

 

113

Initial recognition and changes in the fair value of biological assets

72

 

149

Harvest

(93)

 

(179)

Currency translation adjustment

2

 

13

At December 31, 2015

21

 

96

 

59


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 fields

 

Discounted cash flows

 

-

 

Yields – Operating costs –Selling expenses - Future of sale prices

 

Argentina:

Yields: 1.5 - 11.2 tn/ha

Future of sale prices: 1,971 - 3,677 Ps./ tn

Selling expenses: 379 - 625 Ps./tn

Operating cost: 1,781 - 3,436 Ps./ha

                 
               

Bolivia:

               

Yields: 4 - 2.20 tn/ha

               

Future of sale prices: 140 - 260 US$/tn

               

Selling expenses: 24.30 US$/tn

               

Operating cost: 85 -150 US$/ha

                 

Sugarcane fields

 

Discounted cash flows

 

-

 

Yields – Operating costs –Selling expenses - Future of sale prices

Discount rate

 

Brazil:

Yields: 80.32 tn/ha

       

Future of sale prices: 76.44 Rs./tn

       

Operating cost: 60.35 Rs./tn

       

Bolivia:

       

Yields: 57 - 104 tn/ha

       

Future of sale prices: 23.65 – 20.71 US$/tn

       

Selling expenses: 4.5 US$/tn

         

Operating cost: 275 - 500 US$/ha

               

Discount rate: 11.26%

 

During the six-month period ended December 31, 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.

 

60


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 December 31, 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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31, 2015

 

June 30, 2015

Crops

220

 

270

Materials and inputs

227

 

154

Seeds and fodders

55

 

61

Beef

8

 

19

Hotel supplies

8

 

7

Good for resale and supplies

2,171

 

-

Manufactured good and spare parts

84

 

-

Telephones and others communication equipment

235

 

-

Total inventories

3,008

 

511

 

As of December 31, 2015 and June 30, 2015 the cost of inventories recognized as expense amounted to Ps. 331 and Ps. 950, respectively and they have been included in “Costs” in the income statements.

 

61


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.          Financial instruments by category

 

Determining fair values

 

The fair value hierarchy adopted by the Group is described in Note 5 to the Annual Consolidated Financial Statements.

 

The following tables present the Group’s financial assets and financial liabilities that are measured at fair value as of December 31, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:

 

 

December 31, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss:

 

 

 

 

 

 

 

- Equity securities in public companies

138

 

-

 

243

 

381

- Equity securities in private companies

147

 

749

 

-

 

896

- Bonds

5,989

 

-

 

-

 

5,989

- Mutual funds

2,196

 

-

 

-

 

2,196

- Term deposits and others

-

 

1,627

 

 

 

1,627

Derivative financial instruments:

 

 

 

 

 

 

 

- Crops futures

18

 

-

 

-

 

18

- Crops options

5

 

-

 

-

 

5

DIC and Cellcom derivatives

-

 

20

 

-

 

20

- Foreign-currency contracts

7

 

53

 

-

 

60

Non-current trade receivables

-

 

-

 

1,621

 

1,621

Assets held for sale

5,043

 

-

 

-

 

5,043

Cash and cash equivalents

 

 

 

 

 

 

 

- Mutual funds

322

 

-

 

-

 

322

Total assets

13,865

 

2,449

 

1,864

 

18,178

 

 

December 31, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

- Foreign-currency contracts

10

 

12

 

-

 

22

- Crops futures

10

 

-

 

-

 

10

Non-convertible notes

74,427

 

64

 

-

 

74,491

Bank loans

-

 

14,330

 

 

 

14,330

Non-recourse loan

-

 

-

 

10,025

 

10,025

DIC and Cellcom derivatives

141

 

-

 

-

 

141

Borrowings:

 

 

 

 

 

 

 

- Other borrowings

-

 

1,759

 

24

 

1,783

Total liabilities

74,588

 

16,165

 

10,049

 

100,802

 

62


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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:

 

 

 

 

 

 

 

- Equity securities in public companies

89

 

-

 

349

 

438

- Equity securities in private companies

102

 

-

 

-

 

102

- Mutual funds

383

 

-

 

-

 

383

- Government bonds and bonds

103

 

-

 

-

 

103

Derivative financial instruments:

 

 

 

 

 

 

 

- IDBD Warrants

228

 

-

 

-

 

228

- Warrants of Condor

-

 

-

 

7

 

7

- Crops options

3

 

-

 

-

 

3

Cash and cash equivalents:

 

 

 

 

 

 

 

- Mutual funds

112

 

-

 

-

 

112

Investment in associates:

 

 

 

 

 

 

 

- IDBD

1,529

 

-

 

-

 

1,529

Total Assets

2,549

 

-

 

356

 

2,905

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities

 

 

 

 

 

 

 

Derivative financial instruments:

 

 

 

 

 

 

 

- Foreign-currency contracts

-

 

10

 

-

 

10

- Crops futures

11

 

-

 

-

 

11

- Crops options

9

 

-

 

-

 

9

- Commitment to tender offer shares in IDBD

-

 

-

 

501

 

501

Borrowings

 

 

 

 

 

 

 

- Other borrowings

-

 

26

 

-

 

26

Total Liabilities

20

 

36

 

501

 

557

 

 

63


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended December 31, 2015:

 

 

Warrants

of Condor

Non-current trade receivables

Shares

of Condor

Shares of IDBD

Borrowings

Commitment to tender offer shares in IDBD

Total

Total at June 30, 2014

-

-

211

-

-

(321)

(110)

Currency translation adjustment

-

-

-

-

-

(45)

(45)

Total gain and losses for the year

7

-

138

-

-

(135)

10

Balance at June 30, 2015

7

-

349

-

-

(501)

(145)

Transfer to level 3

-

-

-

1,529

(26)

-

1,503

Incorporation by business combination (Note 4)

-

1,187

-

(1,050)

(7,337)

500

(6,700)

Currency translation adjustment

-

434

-

85

(2,689)

(18)

(2,188)

Total gain and losses for the period (i)

(7)

-

(106)

(564)

3

19

(655)

Balance at December 31, 2015

-

1,621

243

-

(10,049)

-

(8,185)

 

(i)    The gain / (loss) is not realized as of December 31, 2015 and is accounted for under “Other financial results” in the income statements (Note 33).

 

Non-recourse loan

 

IDBD uses the valuation of an independent appraiser to determine the value of the non-recourse loan. The valuation model is a binomial tree where the main variable is Adama’s share price. 

 

Shares and warrants of Condor

 

Upon initial recognition (January 2012), the consideration paid for the Shares and Warrants of Condor was assigned to both instruments based on the relative fair values of those instruments upon acquisition. The fair 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.

 

64


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

According to Group estimates, all factors being constant, a 10% decline in the price of the underlying assets of Level 3 Preferred Shares and Warrants of Condor (data observable in the market) as of December 31, 2015, would reduce pre-tax income by Ps. 28.6.

 

According to Group estimates, all factors being constant, a 10% decrease in the credit spread (data which is not observable in the market) of preferred shares and warrants of Condor used in the valuation model applied to Level 3 financial instruments as of September 30, 2015, would increase pre-tax income by Ps. 2.6. The rate used as of December 31, 2015 was 14.10%.

 

Investment in IDBD, associate and warrants

 

As described in Note 3 to the annual financial statements, in Note 15 to the financial consolidated statements as of September 30, 2015 and until acquiring control over IDBD, the Group stated its equity interest in IDBD as an associate measured at fair value, invoking the exception under IAS 28 and the warrants to acquire IDBD’s common shares were booked at their quoted prices. Since October 11, 2015, as result of consolidation, the equity interest in IDBD as an associate and the warrants were eliminated following the consolidation to add IDBD’s assets and liabilities on a line-by-line basis.

 

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

 

Description

 

Pricing model

 

Pricing method

 

Parameters

 

Range

Non-current trade receivables

 

Cash flows

 

Theoretical price

 

Projected discounted income

as per discount rate

 

5.20%

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).

 

Price of underlying assets 1 to 1.5

Share price volatility 55% to 75%

Market interest-rate

0.8% to 1%

Warrants of Condor

 

Black-Scholes

 

Theoretical price

 

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

 

Price of underlying assets 1 to 1.5

Share price volatility 55% to 75%

Market interest-rate

0.8% to 1%

Call option for the shares of Arcos

 

Discounted cash flows

 

-

 

Projected income and discount rate.

 

-

Foreign-currency contracts

 

Benchmark price

 

Theoretical price

 

ROFEX futures curve

 

-

Non-recourse loan

 

Binomial tree

 

Theoretical price

 

Underlying asset price (obtained by the discounted cash flow valuation), capital cost, discounted market interest rate, control premium, underlying asset volatility.

 

Underlying asset price US$ 800MM to US$ 980MM, capital cost 11.9% to 14.5%, discounted market interest rate 7.4% to 12.4%, control premium, 4% to 6%, underlying asset volatility 25% to 35%.

 

65


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.          Restricted assets

 

The table below shows the Group's restricted assets as of December 31, 2015 and June 30, 2015:

 

 

December 31, 2015

 

June 30, 2015

Non-current

 

 

 

Mutual funds

39

 

4

Total non-current

39

 

4

 

Current

 

 

 

Guarantee deposits

498

 

607

Total current

498

 

607

Total restricted assets

537

 

611

 

 

18.          Trade and other receivables

 

The table below shows trade and other receivables of the Group as of December 31, 2015 and June 30, 2015:

 

 

December 31, 2015

 

June 30, 2015

Non-current

 

 

 

Trade receivables

 

 

 

Trade, leases and services receivable

1,718

 

62

Trade receivables related to agricultural properties

58

 

104

Receivables from sale of agricultural products and farmlands leases

-

 

1

Less: allowance for doubtful accounts

(2)

 

(2)

Non-current trade receivables

1,774

 

165

Other receivables

 

 

 

Tax receivables

129

 

100

Guarantee deposits

20

 

17

Prepayments

966

 

11

Loans granted

468

 

-

Others

-

 

18

Non-current other receivables

1,583

 

146

Related parties

170

 

116

Non-current trade and other receivables

3,527

 

427

 

66


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

 

December 31, 2015

 

June 30, 2015

Current

 

 

 

Trade receivables

 

 

 

Trade, leases and services receivable

9,981

 

948

Receivables from sale of agricultural products and farmlands leases

316

 

407

Trade receivables related to agricultural properties

124

 

88

Less: allowance for doubtful accounts

(137)

 

(118)

Trade receivables current

10,284

 

1,325

Other receivables

 

 

 

Tax receivables

193

 

95

Prepayments

538

 

145

Suppliers advances

289

 

105

Guarantee deposits

47

 

39

Loans granted

1,016

 

-

Others

391

 

63

Current other receivables

2,474

 

447

Current trade and other receivables

12,758

 

1,772

Total trade and other receivables

16,285

 

2,199

 

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. The 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:

 

 

December 31, 2015

 

June 30, 2015

Beginning of the period / year

120

 

90

Creation

24

 

47

Recovery

(6)

 

(17)

Used during the period / year

-

 

(2)

Currency translation adjustment

1

 

2

End of the period / year

139

 

120

 

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.

 

67


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.          Investment in financial assets

 

Group’s investment in financial assets as of December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31, 2015

 

June 30, 2015

Non-current

 

 

 

Financial assets at fair value through profit or loss

 

 

 

Equity securities in public companies

369

 

421

Equity securities in private companies

835

 

102

Term deposits and others

429

 

-

Total financial assets at fair value through profit or loss

1,633

 

523

Financial assets at amortized cost

 

 

 

Bonds

100

 

100

Total financial assets at amortized cost

100

 

100

Total Investment in financial assets non-current

1,733

 

623

 

 

 

 

Current

 

 

 

Financial assets at fair value through profit or loss

 

 

 

Mutual funds

2,196

 

383

Equity securities in public companies

12

 

17

Equity securities in private companies

61

 

-

Term deposits and others

1,198

 

-

Bonds

5,989

 

103

Total financial assets at fair value through profit or loss

9,456

 

503

Financial assets at amortized cost

 

 

 

Bonds

11

 

1

Total financial assets at amortized cost

11

 

1

Total Investment in financial assets current

9,467

 

504

Total Investment in financial assets

11,200

 

1,127

 

 

68


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Assets

 

 

 

Non-current

 

 

 

Crops options

-

 

2

Warrants IDBD (Note 4)

-

 

199

Warrant Condor

-

 

7

DIC and Cellcom derivatives

7

 

-

Total non-current

7

 

208

 

 

 

 

Current

 

 

 

Foreign-currency contracts

60

 

-

Crops options

5

 

1

Crops futures

18

 

-

Warrants IDBD (Note 4)

-

 

29

DIC and Cellcom derivatives

13

 

-

Total current

96

 

30

Total assets

103

 

238

 

Liabilities

 

 

 

Non-current

 

 

 

Crops options

-

 

2

Foreign-currency contracts

-

 

3

Commitment to tender offer shares in IDBD (Note 4)

-

 

264

DIC and Cellcom derivatives

67

 

-

Total derivative financial instruments non-current

67

 

269

 

Current

 

 

 

Crops options

-

 

7

Crops futures

10

 

11

Foreign-currency contracts

22

 

7

Commitment to tender offer shares in IDBD (Note 4)

-

 

237

DIC and Cellcom derivatives

74

 

-

Total derivative financial instruments current

106

 

262

Total liabilities

173

 

531

 

As of December 31, 2015, the Group has executed foreign exchange rate futures, as part of the exchange rate risk management policy. The gain generated by these futures amounted to Ps. 682 and was booked under the line Gains (losses) from derivatives.

 

69


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 December 31, 2015 and June 30, 2015:

 

 

December 31,

2015

 

June 30,

2015

Cash at bank and on hand

13,445

 

437

Term deposits

67

 

85

Mutual funds

322

 

112

Total cash and cash equivalents

13,834

 

634

 

Following is a detailed description of cash flows generated by the Group’s operations for the six-month periods ended as of December 31, 2015 and 2014.

 

 

 

December 31,

2015

 

December 31,

2014

Loss for the period

(1,298)

 

(164)

Adjustments for

 

 

 

Income tax expenses

8

 

270

Depreciation and amortization

138

 

124

Income from disposal of investment property

(1,022)

 

(796)

Gain on the revaluation of receivables arising from the sale of farmland

(12)

 

(14)

Disposal of goodwill

4

 

-

Loss from disposal of property, plant and equipment

-

 

2

Release of investment property and property, plant and equipment

-

 

3

Dividends income

(10)

 

(8)

Share based payments

22

 

5

Unrealized Gain / (Loss) on derivative financial instruments

(637)

 

200

Changes in fair value of financial assets

867

 

(245)

Interest expenses, net

548

 

380

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

14

 

(406)

Changes in the net realizable value of agricultural produce after harvest

(114)

 

16

Provisions

102

 

66

Share of profit of associates and joint ventures

403

 

674

Unrealized foreign exchange loss, net

2,022

 

246

Income from disposal of subsidiaries and joint ventures

(3)

 

(9)

Other operating results

(6)

 

-

Changes in operating assets and liabilities:

 

 

 

(Increase) Decrease in biological assets

(204)

 

214

Decrease in inventories

126

 

68

Decrease in trading properties

-

 

1

Increase in trade and other receivables

(304)

 

(107)

(Increase) Decrease in derivative financial instruments

(12)

 

21

Increase in trade and other payables

216

 

179

Decrease in employee benefits

(75)

 

(56)

Decrease in provisions

(3)

 

(4)

Net cash (used in) generated from operating activities before income tax paid

770

 

660

 

70


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month periods ended as of December 31, 2015 and 2014:

 

 

December 31,

2015

 

December 31,

2014

Reimbursement of expired dividends

-

 

1

Dividends not collected

(2)

 

(1)

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

-

 

137

Transfer of trading property to investment property

15

 

-

Tender offer reserve through a decrease in liabilities from derivative financial instruments

186

 

-

Increase in interest in associates through a decrease in assets from derivative financial instruments

366

 

-

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

1

 

1

Increase in other assets through a decrease in investment in associates and joint ventures

4,127

 

-

Increase in trade and other payables through a decrease in liabilities from derivative financial instruments

1,653

 

-

Stock plan granted

6

 

-

Decrease in investment properties through an increase in intangible assets

-

 

2

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

-

 

9

 

Balances incorporated by business combination

 

Investment properties

28,821

Property, plant and equipment

13,734

Intangible assets

1,288

Investments in associates and joint ventures

9,043

Assets held for sale

4,475

Trading properties

2,437

Inventories

1,822

Income tax and minimum presumed income tax credits

91

Trade and other receivables

9,546

Investment in financial assets

6,695

Restricted assets

250

Deferred income tax

(3,597)

Provisions

(1,089)

Borrowings

(68,174)

Derivative financial instruments, net

280

Income tax and minimum presumed income tax liabilities

(316)

Employee benefits

(405)

Payroll and social security liabilities

(794)

Trade and other payables

(11,550)

Total

(7,443)

Non-controlling interests

(2,235)

Goodwill not yet allocated

1,901

Total assets incorporated by business combination

(7,777)

Cash incorporated by business combination, net of cash and cash equivalents

9,193

 

71


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Non-current

 

 

 

Trade payables

 

 

 

Admission rights

161

 

146

Trade payables

525

 

64

Leases and services payments received in advance

-

 

6

Total non-current trade payables

686

 

216

Other payables

 

 

 

Payment plan for payable taxes

-

 

24

Deferred incomes

10

 

7

Tax payables

8

 

7

Others

146

 

10

Total non-current other payables

164

 

48

Total non-current trade and other payables

850

 

264

 

Current

 

 

 

Trade payables

 

 

 

Trade payables

9,627

 

369

Accrued invoices

2,775

 

223

Admission rights

152

 

143

Leases and services payments received in advance

2,996

 

226

Total current trade payables

15,550

 

961

Other payables

 

 

 

Deferred income

6

 

24

Tax payables

490

 

167

Dividends payable to non-controlling shareholders

10

 

124

Other liabilities with non-controlling shareholders

1,653

 

-

Others

815

 

31

Total current other payables

2,974

 

346

Total current trade and other payables

18,524

 

1,307

Total trade and other payables

19,374

 

1,571

 

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).

 

72


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Non-current

 

 

 

Defined benefit commitment

-

 

-

Provision for vacations and bonuses

2

 

2

Social security payable

3

 

2

Others

2

 

1

Non-current employee benefits

7

 

5

 

 

 

 

Current

 

 

 

Provision for vacations and bonuses

1,219

 

184

Social security payable

42

 

39

Salaries payable

2

 

-

Others

3

 

7

Current employee benefits

1,266

 

230

Total Employee benefits

1,273

 

235

 

24.          Provisions

 

The Group is subject to claims, lawsuits and other legal proceedings in the ordinary course of business, including claims from clients where a third party seeks reimbursement or damages. The Group’s liability under such claims, lawsuits and legal proceedings cannot be estimated with certainty. From time to time, the status of each major issue is evaluated and its potential financial exposure is assessed. If the potential loss involved in the claim or proceeding is deemed probable and the amount may be reasonably estimated, a liability is recorded. The Group estimates the amount of such liability based on the available information and in accordance with the provisions of the IFRS. If additional information becomes available, the Group will make an evaluation of claims, lawsuits and other outstanding proceeding, and will revise its estimates.

 

 

 

 

 

73


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

24.          Provisions (Continued)

 

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

 

 

Legal claims

 

Investments in associates and joint ventures (ii)

 

Sited dismantling and remediation (iii)

 

Onerous contracts (iv)

 

Guarantees and other provisions

 

Total

At June 30, 2015

79

 

363

 

-

 

-

 

-

 

442

Currency translation adjustment

78

 

171

 

17

 

268

 

40

 

574

Assets incorporated by business combination

201

 

-

 

47

 

733

 

108

 

1,089

Additions (i)

16

 

83

 

-

 

-

 

-

 

99

Used during the period

(10)

 

(18)

 

-

 

-

 

-

 

(28)

Contributions

-

 

(14)

 

-

 

-

 

-

 

(14)

At December 31, 2015

364

 

585

 

64

 

1,001

 

148

 

2,162

 

(i)    Additions are included in “Other operating results, net”.

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

(iii)   The Group’s companies are required to recognize certain costs related to dismantling assets and remediating sites here such assets are located.

The calculation of expenses are based on the dismantling value for the current year, taking into consideration the best estimate of future changes in prices, inflation, etc. and such costs  are capitalized at a risk-free interest rate. Volume projections for retired or built assets are restated based on expected changes from technological rulings and requirements.

(iv)  Provisions for other contractual liabilities include a series of liabilities resulting from a contractual liability or laws, regarding which there is a high degree of certainty as to the terms and the necessary amounts to discharge such liability.

 

 

74


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

24.          Provisions (Continued)

 

The analysis of total provisions is as follows:

 

 

December 31,

2015

 

June 30,

2015

Non-current

1,439

 

387

Current

723

 

55

Total

2,162

 

442

 

The amount of the provision for the Operations Center in Israel related to legal claims stands at $ 275 millions.

 

Additionally, there are other processes and actions (collective and/or individual) that are at a preliminary stage or where the amount of the claim is not specified. Therefore, it is not possible to reasonably estimate i) the probabilities of success, or ii) the potential losses, all of which depends on the progress of the respective judicial proceedings.

 

The main claims involving the Operations Center in Israel include the following:

 

Claims against Cellcom and its subsidiaries

 

Most legal proceedings involve consumer claims and actions derived from these claims and petitions have been filed requesting that they be admitted as class actions.

 

Claims against Shufersal and its subsidiaries

 

Most legal actions pertain to consumer claims and petitions requesting that such claims be admitted as class actions. There are also individual legal actions brought and employees, subcontractors and suppliers.

 

25.          Borrowings

 

Group’s borrowings as of December 31, 2015 and June 30, 2015 were as follows:

 

 

 

December 31,

2015

 

June 30,

2015

Non-current

 

 

 

Non-convertible notes

66,250

 

5,426

Bank loans and others

9,313

 

407

Non-recourse loan

10,025

 

-

Non-current borrowings

85,588

 

5,833

 

 

75


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

 

December 31,

2015

 

June 30,

2015

Current

 

 

 

Non-convertible notes

9,801

 

636

Bank loans and others

6,898

 

526

Bank overdrafts

1,216

 

1,291

Other borrowings

24

 

24

Current borrowings

17,939

 

2,477

Total borrowings

103,527

 

8,310

 

See Note 25 to the Annual Financial Statements for the description of borrowings of the urban properties and investment business from the operations center in Argentina and agricultural business.

 

IDBD has certain restrictions and financial covenants in connection with its financial debt, included in its debentures, loans from banks and financial institutions.

As of September 30, 2015 IDBD reported that the application of the “Liquidity Covenant” and the “Economic Equity Covenant” (as they were described below) is currently suspended.

Note that, it was agreed between IDBD and the relevant lending corporations that the parties would work to formulate an arrangement, to replace or amend the current financial covenant by March 31, 2016. 

If such arrangement has not been reached, then with respect to the results for IDBD´s first quarter of 2016 and thereafter, the previous financial covenants will re-apply. In the event that these covenants will re-apply, IDBD estimates that it will not be able to meet the thresholds which were determined in the past with respect to the Liquidity Covenant and the Economic Equity Covenant with respect to IDBD´s results for the first quarter of 2016. 

Particularly, if the previous financial covenants will re-apply, IDBD estimates it will not be able to fulfill the covenant which stipulates that the balance of cash and marketable securities will not fall below the scope of forecasted current maturities for the two quarters subsequent to the reporting quarter (the “Liquidity Covenant”).  Regarding the Economic Equity Covenant, it is noted that the economic equity as of September 30, 2015, amounted to a positive balance of NIS 199 million, significantly lower than the thresholds which were determined in the past. In addition, in view of and due to the decrease in Mr. Ben Moshe’s holding rate in IDBD, beginning from February 2015 and thereafter, it should be noted that the lending corporations may claim that they have a right to demand immediate repayment in respect to IDBD and DIC loans due to the changes in IDBD's control structure.

IDBD is continuing to work towards reaching understandings with the relevant lending corporations for the purpose of establishing the calculated financial covenants which were set forth in the provisions of its loan agreements as well as establishing a new control covenant (in connection to the mentioned above) and additional contractual issues in the loan agreements.

 

76


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

The breakdown of the borrowings of Operations Centers by Company as of December 31, 2015 was as follows:

 

Debt

 

Cresud (1)

 

BrasilAgro (1)

 

IRSA (2)

 

IRSA CP (2)

 

IDBD (3)

 

DIC (3)

 

Shufersal (3)

 

Cellcom (3)

 

PBC (3)

 

Others

 

Total

Non-convertible notes

 

3,270

 

-

 

3,854

 

1,885

 

6,033

 

11,435

 

11,010

 

13,846

 

24,718

 

-

 

76,051

Bank loans

 

329

 

297

 

19

 

154

 

2,167

 

1,228

 

17

 

-

 

10,272

 

1,728

 

16,211

Bank overdrafts

 

374

 

-

 

586

 

68

 

-

 

-

 

-

 

-

 

-

 

188

 

1,216

Non-recourse loans

 

-

 

-

 

-

 

-

 

-

 

10,025

 

-

 

-

 

-

 

-

 

10,025

Other borrowings and debts

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

24

 

24

Total debt

 

3,973

 

297

 

4,459

 

2,107

 

8,200

 

22,688

 

11,027

 

13,846

 

34,990

 

1,940

 

103,527

 

(1)  Correspond to agricultural business.

(2)  Correspond to urban properties and investment business of the operations center in Argentina.

(3)  Correspond to urban properties and investment business of the operations center in Israel.

 

 

 

 

 

77


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

 

Company

 

Secure / Unsecure

 

Series

 

Currency

 

Rate

 

Adjustment factor

 

Payment date of principal

 

 

Effective interest rate %

 

Capital nominal value in million

Issue currency

 

Value as of

December 31,

2015

Non-convertible notes

Cresud

 

Unsecure

 

XIV

 

US$

 

Fixed

 

N/A

 

2018

 

1.50%

 

64

 

417

 

Cresud

 

Unsecure

 

XVI

 

US$

 

Fixed

 

N/A

 

2018

 

1.50%

 

218

 

1,440

 

Cresud

 

Unsecure

 

XVII

 

Ps.

 

Floating

 

N/A

 

2016

 

Badlar + 250 bps

 

171

 

173

 

Cresud

 

Unsecure

 

XVII

 

US$

 

Fixed

 

N/A

 

2019

 

4.00%

 

68

 

444

 

Cresud

 

Unsecure

 

XIX

 

Ps.

 

Fixed

 

N/A

 

2016

 

27.50%

 

187

 

186

 

Cresud

 

Unsecure

 

XX

 

US$

 

Fixed

 

N/A

 

2019

 

2.50%

 

36

 

126

 

Cresud

 

Unsecure

 

XXI

 

Ps.

 

Floating

 

N/A

 

2017

 

Badlar + 375 bp

 

384

 

196

 

Cresud

 

Unsecure

 

XXII

 

US$

 

Fixed

 

N/A

 

2019

 

4.00%

 

44

 

288

 

IRSA

 

Unsecure

 

I

 

US$

 

Fixed

 

N/A

 

2017

 

8.50%

 

298

 

2,023

 

IRSA

 

Unsecure

 

I

 

Ps.

 

Floating

 

N/A

 

2015

 

Badlar + 395 bp

 

209

 

-

 

IRSA

 

Unsecure

 

II

 

Ps.

 

Floating

 

N/A

 

2017

 

Badlar +450

 

11

 

11

 

IRSA

 

Unsecure

 

II

 

US$

 

Fixed

 

N/A

 

2020

 

11.50%

 

279

 

1,822

 

IRSA

 

Unsecure

 

I

 

US$

 

Fixed

 

N/A

 

2017

 

7.875 %

 

229

 

1,491

 

IRSA

 

Unsecure

 

I

 

Ps.

 

Fixed / Floating

 

 

N/A

 

2017

 

Badlar +400

 

815

 

392

 

IDBD

 

Unsecure

 

G

 

NIS

 

Fixed

 

CPI

 

2016 – 2018

 

4.50%

 

2,130

 

2,877

 

IDBD

 

Unsecure

 

I

 

NIS

 

Fixed

 

CPI

 

2020 – 2025

 

4.95%

 

881

 

2,273

 

IDBD

 

Unsecure

 

J

 

NIS

 

Fixed

 

N/A

 

2015 – 2018

 

6.60%

 

721

 

883

 

DIC

 

Unsecure

 

D

 

NIS

 

Fixed

 

CPI

 

2012 – 2016

 

5.00%

 

2,263

 

439

 

DIC

 

Unsecure

 

F

 

NIS

 

Fixed

 

CPI

 

2017 – 2025

 

4.95%

 

2,958

 

8,293

 

DIC

 

Unsecure

 

G

 

NIS

 

Fixed

 

N/A

 

2012 – 2016

 

6.35%

 

39

 

56

 

DIC

 

Unsecure

 

H

 

NIS

 

Fixed

 

CPI

 

2014 – 2019

 

4.45%

 

187

 

453

 

DIC

 

Unsecure

 

I

 

NIS

 

Fixed

 

N/A

 

2010 – 2018

 

6.70%

 

1,482

 

2,194

 

Shufersal

 

Unsecure

 

B

 

NIS

 

Fixed

 

CPI

 

2015 – 2019

 

5.20%

 

1,706

 

6,167

 

Shufersal

 

Unsecure

 

C

 

NIS

 

Fixed

 

N/A

 

2010 – 2017

 

5.45%

 

858

 

813

 

Shufersal

 

Unsecure

 

D

 

NIS

 

Fixed

 

CPI

 

2014 – 2029

 

2.99%

 

472

 

1,483

 

Shufersal

 

Unsecure

 

E

 

NIS

 

Fixed

 

N/A

 

2014 – 2029

 

5.09%

 

448

 

1,493

 

Shufersal

 

Unsecure

 

F

 

NIS

 

Fixed

 

CPI

 

2020 – 2028

 

4.30%

 

317

 

1,054

 

Cellcom

 

Unsecure

 

B

 

NIS

 

Fixed

 

CPI

 

2013 – 2017

 

5.30%

 

925

 

1,582

 

Cellcom

 

Unsecure

 

D

 

NIS

 

Fixed

 

CPI

 

2013 – 2017

 

5.19%

 

2,423

 

2,489

 

Cellcom

 

Unsecure

 

E

 

NIS

 

Fixed

 

N/A

 

2012 – 2017

 

6.25%

 

1,799

 

1,188

 

Cellcom

 

Unsecure

 

F

 

NIS

 

Fixed

 

CPI

 

2017 – 2020

 

4.60%

 

715

 

2,680

 

Cellcom

 

Unsecure

 

G

 

NIS

 

Fixed

 

N/A

 

2017 – 2019

 

6.99%

 

285

 

1,081

 

Cellcom

 

Unsecure

 

H

 

NIS

 

Fixed

 

CPI

 

2018 – 2024

 

1.98%

 

950

 

2,983

 

Cellcom

 

Unsecure

 

I

 

NIS

 

Fixed

 

N/A

 

2018 – 2025

 

4.14%

 

558

 

1,843

 

PBC

 

Unsecure

 

C

 

NIS

 

Fixed

 

CPI

 

2009 – 2017

 

5%

 

2,069

 

3,581

 

PBC

 

Unsecure

 

D

 

NIS

 

Fixed

 

CPI

 

2020 – 2025

 

4.95%

 

1,114

 

4,934

 

PBC

 

Unsecure

 

F

 

NIS

 

Fixed

 

CPI

 

2015 – 2023

 

4.95%

 

955

 

3,599

 

PBC

 

Unsecure

 

G

 

NIS

 

Fixed

 

N/A

 

2015 – 2025

 

7.05%

 

632

 

2,481

 

PBC

 

Unsecure

 

Gav-Yam Series E

 

NIS

 

Fixed

 

CPI

 

2014 – 2018

 

4.55%

 

707

 

1,804

 

PBC

 

Unsecure

 

Gav-Yam Series F

 

NIS

 

Fixed

 

CPI

 

2021 – 2026

 

4.75%

 

1,226

 

5,790

 

PBC

 

Unsecure

 

Gav-Yam Series G

 

NIS

 

Fixed

 

N/A

 

2013 – 2017

 

6.41%

 

537

 

1,171

 

PBC

 

Unsecure

 

Ispro Series B

 

NIS

 

Fixed

 

CPI

 

2007 – 2021

 

5.40%

 

581

 

1,358

Subtotal Non-convertible notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

76,051

 

78


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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)

 

Company

 

Secure / Unsecure

 

Series

 

Currency

 

Rate

 

Adjustment factor

 

Payment date of principal

 

Effective interest rate %

 

Capital nominal value in million

Issue currency

 

Value as of

December 31,

2015

Bank loans

Cresud

 

Unsecure

 

-

 

US$

 

Floating

 

N/A

 

2022

 

Libor + 300 BPS or 6% (the higher)

 

30

 

184

 

Cresud

 

Unsecure

 

-

 

Ps.

 

Fixed

 

N/A

 

2016

 

15.01%

 

38

 

128

 

Cresud

 

Unsecure

 

-

 

Ps.

 

Floating

 

TEPF

 

2017

 

Rate Survey PF 30-59 days

 

40

 

14

 

Cresud

 

Secure

 

-

 

US$

 

Fixed

 

N/A

 

2020

 

10.75% - 7.14% to 14.5%

 

6

 

1

 

BrasilAgro

 

Secure

 

-

 

Rs.

 

Floating

 

TJLP

 

-

 

TJLP + 3.00 to 4.40

 

-

 

6

 

BrasilAgro

 

Secure

 

-

 

Rs.

 

Floating

 

TJLP

 

-

 

TJLP + 3.45 to 4.45 SELIC + 3.45

 

-

 

194

 

BrasilAgro

 

Secure

 

-

 

Rs.

 

Floating

 

N/A

 

-

 

7.51 to 15.12

 

-

 

8

 

BrasilAgro

 

Secure

 

-

 

Rs.

 

Floating

 

TJLP

 

-

 

TJLP 5,50 to 8,70

 

-

 

2

 

BrasilAgro

 

Unsecure

 

-

 

Rs.

 

Fixed

 

N/A

 

-

 

6.92%

 

-

 

18

 

BrasilAgro

 

Secure

 

-

 

Rs.

 

Floating

 

N/A

 

-

 

100 do CID

 

-

 

70

 

DONELDON

 

Secure

 

-

 

Bol.

 

Fixed

 

N/A

 

-

 

6% annual

 

-

 

7

 

FyO

 

Unsecure

 

-

 

Ps.

 

Fixed / Floating

 

N/A

 

-

 

-

 

-

 

8

 

IRSA

 

Unsecure

 

-

 

Ps.

 

Fixed

 

N/A

 

2016

 

15.25%

 

76

 

25

 

IRSA

 

Unsecure

 

-

 

Ps.

 

Fixed

 

N/A

 

2016

 

Badlar + 300 bp

 

14

 

5

 

IRSA

 

Unsecure

 

-

 

Ps.

 

Fixed

 

N/A

 

2018

 

23%

 

106

 

108

 

IRSA

 

Unsecure

 

-

 

Ps.

 

Fixed

 

N/A

 

 

 

15.25%

 

14

 

7

 

IRSA

 

Unsecure

 

-

 

Ps.

 

Fixed / Floating

 

N/A

 

-

 

-

 

-

 

40

 

IRSA

 

Secure

 

-

 

US$

 

Fixed

 

N/A

 

-

 

3.50%

 

-

 

103

 

IRSA

 

Secure

 

-

 

US$

 

Fixed

 

N/A

 

-

 

10.75 – 7.14% to 14.5%

 

-

 

4

 

IDBD

 

Unsecure (1)

 

-

 

NIS

 

Floating

 

Prime interest rate

 

2015 – 2018

 

Prime + 1.3%

 

415

 

1,165

 

IDBD

 

Unsecure (1)

 

-

 

NIS

 

Floating

 

Prime interest rate

 

2015 – 2019

 

Prime + 1%

 

200

 

259

 

IDBD

 

Unsecure

 

-

 

NIS

 

Floating

 

Prime interest rate

 

2015 – 2020

 

Prime + 0.65%

 

100

 

186

 

IDBD

 

Secure (2)

 

-

 

NIS

 

Fixed

 

CPI

 

2015 – 2018

 

6.90%

 

150

 

557

 

DIC

 

Unsecure

 

-

 

NIS

 

Fixed

 

N/A

 

2015 – 2017

 

5.39%

 

250

 

202

 

DIC

 

Unsecure

 

-

 

NIS

 

Floating

 

Prime interest rate

 

2015 – 2018

 

2.12%

 

223

 

417

 

DIC

 

Unsecure

 

-

 

NIS

 

Fixed

 

N/A

 

2015 – 2018

 

5.90%

 

250

 

314

 

DIC

 

Unsecure

 

-

 

NIS

 

Fixed

 

Prime interest rate

 

2015 – 2018

 

2.20%

 

250

 

295

 

Shufersal

 

Secure

 

-

 

NIS

 

Fixed

 

CPI

 

2015 – 2017

 

4.95%

 

2

 

4

 

Shufersal

 

Secure

 

-

 

NIS

 

Fixed

 

CPI

 

2015 – 2017

 

4.95%

 

1

 

3

 

Shufersal

 

Secure

 

-

 

NIS

 

Fixed

 

CPI

 

2015 – 2017

 

4.75%

 

1

 

2

 

Shufersal

 

Secure

 

-

 

NIS

 

Fixed

 

CPI

 

2015 – 2017

 

4.40%

 

1

 

2

 

Shufersal

 

Secure

 

-

 

NIS

 

Fixed

 

CPI

 

2015 – 2017

 

3.25%

 

3

 

6

 

PBC

 

Secure

 

-

 

NIS

 

Fixed

 

N/A

 

2015 – 2020

 

3.60%

 

24

 

75

 

PBC

 

Secure

 

-

 

NIS

 

Fixed

 

CPI

 

2015 – 2020

 

4.30%

 

2,004

 

4,830

 

PBC

 

Secure

 

-

 

US$

 

Fixed

 

N/A

 

2015 – 2020

 

5.00%

 

1,569

 

5,367

 

Bartan

 

Unsecure

 

-

 

NIS

 

Floating

 

Prime interest rate

 

2015 – 2022

 

2.80%

 

12

 

17

 

Bartan

 

Unsecure

 

-

 

NIS

 

Floating

 

Prime interest rate

 

2015 – 2022

 

3%

 

7

 

17

 

IDB Tourism

 

Secure

 

-

 

US$

 

Floating

 

Labor interest rate

 

 

 

5.66%

 

207

 

727

 

IDB Tourism

 

Secure

 

-

 

US$

 

Floating

 

Labor interest rate

 

2015 – 2018

 

5.21%

 

5

 

17

 

IDB Tourism

 

Secure

 

-

 

NIS

 

Floating

 

Prime interest rate

 

2015 – 2018

 

4.70%

 

9

 

27

 

IDBG

 

Secure

 

-

 

US$

 

Floating

 

Labor interest rate

 

2015 - 2015

 

Libor + 5%

 

212

 

596

 

IDBG

 

Unsecure

 

-

 

US$

 

Fixed

 

N/A

 

N/A

 

12% - 5%

 

17

 

194

Subtotal Bank loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,211

Other borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24

Bank overdrafts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,216

Non-recourse loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,025

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,527

 

 

(1)   They pertain to a bank loan in the amount of NIS 750 million, where repayment of principal had been deferred for three years starting March 2014 until March 2018.

(2)   In May 2012, IDBD was granted a secured loan in the amount of NIS 150 million by the financial institutions of Menorah Group. Principal is repayable in two installments of NIS 50 million and NIS 50 million in 2017 and 2018, respectively. As part of the loan, IDBD granted the lender any stock call option on the shares it held in DIC, representing approximately 1.7% of the share capital issued by this company. These stock options may be exercised until May 2016. The loan was secured by shares of DIC, Clal Industries Ltd. and Clal.

(3)   Without preset maturities.

 

79


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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:

 

 

December 31,

2015

 

December 31,

2014

Current income tax

(174)

 

(618)

Deferred income tax

167

 

351

Minimum Presumed Income Tax

(1)

 

(3)

Income tax expense

(8)

 

(270)

 

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

 

 

December 31,

2015

 

June 30,

2015

Beginning of the period / year

501

 

383

Currency translation adjustment

(1,295)

 

(31)

Incorporation for business combination (see Note 4)

(3,597)

 

-

Reserve for changes in non-controlling interest

(52)

 

(50)

Reclassification to assets held for sale

-

 

(33)

Use of tax loss carryforwards

(6)

 

(157)

Charged / (Credited) to the income

167

 

389

End of the period / year

(4,282)

 

501

 

The Group did not recognize deferred income tax assets of Ps. 49.2 and Ps. 43.3 as of December 31, 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.

 

80


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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:

 

 

December 31,

2015

 

December 31,

2014

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

443

 

5

Permanent differences:

 

 

 

Share of loss of associates and joint ventures

(414)

 

(322)

Unrecognized tax losses

(8)

 

(4)

Others

(29)

 

51

Income tax

(8)

 

(270)

 

Entities in Argentina are subject to the 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 MPIT and is considering filing a declaratory action under the terms of section 322 of the Civil and Commercial Procedural Code against the AFIP seeking certainty as to the application of the MPIT for the fiscal year 2014, 2015 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.

 

81


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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

 

The breakdown and explanation of shareholders’ equity has not changed from June 30, 2015, and should therefore be read in Note 30 to the Annual Financial Statements.

 

Group’s other reserves at December 31, 2015 and 2014 were as follows:

 

 

Cost of treasury stock

Changes in non-controlling interest

Cumulative translation adjustment

Equity-settled compensation

Reserve for future dividends

Tender offer reserve to non-controlling shareholders

Reserve for the acquisition of securities issued by the Company

Total other reserves

Balance as of June 30, 2015

(32)

54

463

82

-

-

32

599

Other comprehensive income for the period

-

-

437

-

-

-

-

437

Total comprehensive income for the period

-

-

437

-

-

-

-

437

Reserve for future dividends - Shareholders' meeting held 11.26.15

-

-

-

-

31

-

-

31

Equity-settled compensation

-

-

-

8

-

-

-

8

Tender offer to non-controlling shareholders

-

-

-

-

-

(121)

 

(121)

Equity incentive plan granted

-

-

-

(4)

-

-

-

(4)

Changes in non-controlling interest

-

63

-

-

-

-

-

63

Cumulative translation adjustment for interest held before business combination

-

-

(92)

-

-

-

-

(92)

Balance as of December 31, 2015

(32)

117

808

86

31

(121)

32

921


 

Cost of treasury stock

Changes in non-controlling interest

Cumulative translation adjustment

Equity-settled compensation

Reserve for new developments

Reserve for the acquisition of securities issued by the Company

Total other reserves

Balances as of June 30, 2014

(55)

(15)

634

70

17

200

851

Other comprehensive loss for the period

-

-

(184)

-

-

-

(184)

Total comprehensive loss for the period

-

-

(184)

-

-

-

(184)

Appropriation of retained earnings resolved by Shareholders’ Meeting held on November 17, 2014:

 

 

 

 

 

 

 

- Share Distribution

55

-

-

-

-

(55)

-

Loss absorption:

 

 

 

 

 

 

 

- Reserve for repurchase of shares

-

-

-

-

-

(113)

(113)

- Reserve for new developments

-

-

-

-

(17)

-

(17)

Equity-settled compensation

-

-

-

6

-

-

6

Cost of treasury stock

(32)

-

-

-

-

-

(32)

Changes in non-controlling interest

-

(16)

-

-

-

-

(16)

Balance as of December 31, 2014

(32)

(31)

450

76

-

32

495

               

 

Dividends

 

During the six-month period ended as of December 31, 2015, there were no distributions of dividends.

 

82


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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

 

 

December 31, 2015

 

December 31, 2014

 

Urban properties and investments

 

Agricultural business

 

Total

 

Urban properties and investments

 

Agricultural business

 

Total

Trading properties

1

 

-

 

1

 

6

 

-

 

6

Crops

-

 

451

 

451

 

-

 

497

 

497

Cattle

-

 

70

 

70

 

-

 

40

 

40

Dairy

-

 

31

 

31

 

-

 

35

 

35

Sugarcane

-

 

169

 

169

 

-

 

151

 

151

Supplies

-

 

42

 

42

 

-

 

413

 

413

Beef

-

 

408

 

408

 

-

 

40

 

40

Sales income

1

 

1,171

 

1,172

 

6

 

1,176

 

1,182

Base rent

731

 

-

 

731

 

602

 

2

 

604

Contingent rent

357

 

-

 

357

 

256

 

-

 

256

Admission rights

93

 

-

 

93

 

71

 

-

 

71

Parking fees

75

 

-

 

75

 

53

 

-

 

53

Commissions

33

 

1

 

34

 

21

 

2

 

23

Consignment revenues

-

 

22

 

22

 

-

 

3

 

3

Property management fees

21

 

-

 

21

 

16

 

-

 

16

Expenses and Collective Promotion Funds

594

 

-

 

594

 

439

 

-

 

439

Flattening of tiered lease payments

11

 

-

 

11

 

16

 

-

 

16

Leases and agricultural services

-

 

9

 

9

 

-

 

11

 

11

Advertising and brokerage fees

-

 

21

 

21

 

-

 

18

 

18

Others

3

 

4

 

7

 

4

 

5

 

9

Leases and services income

1,918

 

57

 

1,975

 

1,478

 

41

 

1,519

Hotel operations

244

 

-

 

244

 

213

 

-

 

213

Other revenues

244

 

-

 

244

 

213

 

-

 

213

Total Group revenues

2,163

 

1,228

 

3,391

 

1,697

 

1,217

 

2,914

 

83


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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

 

 

December 31, 2015

 

December 31, 2014

 

Urban properties and investments

 

Agricultural business

 

Total

 

Urban properties and investments

 

Agricultural business

 

Total

Cost of leases and services

-

 

5

 

5

 

-

 

7

 

7

Other operative costs

-

 

3

 

3

 

-

 

9

 

9

Cost of property operations

-

 

8

 

8

 

-

 

16

 

16

Crops

-

 

672

 

672

 

-

 

915

 

915

Cattle

-

 

149

 

149

 

-

 

142

 

142

Dairy

-

 

63

 

63

 

-

 

65

 

65

Sugarcane

-

 

260

 

260

 

-

 

246

 

246

Supplies

-

 

36

 

36

 

-

 

33

 

33

Beef

-

 

334

 

334

 

-

 

307

 

307

Leases and agricultural services

-

 

2

 

2

 

-

 

4

 

4

Consignment costs

-

 

3

 

3

 

-

 

1

 

1

Commissions

-

 

4

 

4

 

-

 

6

 

6

Brokerage operations

-

 

22

 

22

 

-

 

18

 

18

Others

-

 

3

 

3

 

-

 

2

 

2

Cost of agricultural sales and services

-

 

1,548

 

1,548

 

-

 

1,739

 

1,739

Cost of sale of trading properties

7

 

-

 

7

 

7

 

-

 

7

Cost from hotel operations

171

 

-

 

171

 

137

 

-

 

137

Cost of leases and services

797

 

-

 

797

 

591

 

-

 

591

Total Group costs

975

 

1,556

 

2,531

 

735

 

1,755

 

2,490

 

84


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended as of December 31, 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

15

 

2

 

-

 

1

 

-

 

-

 

-

 

4

 

1

 

23

Depreciation and amortization

98

 

18

 

7

 

-

 

-

 

6

 

2

 

6

 

1

 

138

Allowance for doubtful accounts

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

18

 

18

Advertising, publicity and other selling expenses

169

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

22

 

191

Taxes, rates and contributions

61

 

1

 

5

 

1

 

-

 

-

 

-

 

12

 

92

 

172

Maintenance and repairs

200

 

6

 

10

 

4

 

-

 

23

 

-

 

24

 

1

 

268

Fees and payments for services

3

 

78

 

2

 

-

 

-

 

6

 

-

 

94

 

8

 

191

Director´s fees

-

 

-

 

-

 

-

 

-

 

-

 

-

 

88

 

-

 

88

Payroll and social security expenses (Note 31)

245

 

63

 

41

 

-

 

-

 

103

 

2

 

146

 

28

 

628

Cost of sale of properties

-

 

-

 

-

 

1

 

-

 

-

 

-

 

-

 

-

 

1

Food, beverage and other lodging expenses

-

 

-

 

-

 

-

 

-

 

21

 

-

 

-

 

-

 

21

Changes in biological assets and agricultural produce

-

 

815

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

815

Supplies and labor

-

 

15

 

460

 

-

 

-

 

-

 

-

 

-

 

1

 

476

Freights

-

 

1

 

7

 

-

 

-

 

-

 

-

 

-

 

66

 

74

Commissions and expenses

-

 

4

 

-

 

-

 

-

 

-

 

-

 

3

 

2

 

9

Conditioning and clearance

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

14

 

14

Travel and library expenses

-

 

6

 

6

 

-

 

-

 

-

 

-

 

2

 

-

 

14

Export expenses

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

25

 

25

Others

6

 

5

 

-

 

-

 

-

 

12

 

-

 

20

 

5

 

48

Total expenses by nature

797

 

1,014

 

538

 

7

 

-

 

171

 

4

 

399

 

284

 

3,214

 

85


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 six-month period ended as of December 31, 2014:

 

 

Group costs

 

 

 

 

 

 

 

Cost of leases and services

 

Cost of

agricultural sales and services

 

Cost of agriculture production

 

Cost of sale of trading properties

 

Cost from hotel operations

 

Other operative costs

 

General and administrative expenses

 

Selling expenses

 

Total

Leases, services charges and vacant property costs

7

 

1

 

-

 

-

 

-

 

-

 

5

 

1

 

14

Depreciation and amortization

79

 

26

 

5

 

-

 

6

 

1

 

6

 

1

 

124

Allowance for doubtful accounts

-

 

-

 

-

 

-

 

-

 

-

 

-

 

7

 

7

Advertising, publicity and other selling expenses

110

 

-

 

-

 

-

 

3

 

-

 

-

 

25

 

138

Taxes, rates and contributions

48

 

1

 

5

 

3

 

-

 

-

 

7

 

82

 

146

Maintenance and repairs

152

 

6

 

11

 

3

 

17

 

1

 

16

 

1

 

207

Fees and payments for services

4

 

76

 

2

 

-

 

1

 

-

 

48

 

4

 

135

Director´s fees

-

 

-

 

-

 

-

 

-

 

-

 

58

 

-

 

58

Payroll and social security expenses (Note 31)

178

 

58

 

29

 

-

 

78

 

1

 

110

 

20

 

474

Cost of sale of properties

-

 

-

 

-

 

1

 

-

 

-

 

-

 

-

 

1

Food, beverage and other lodging expenses

-

 

-

 

-

 

-

 

32

 

-

 

4

 

2

 

38

Changes in biological assets and agricultural produce

-

 

550

 

-

 

-

 

-

 

-

 

-

 

-

 

550

Supplies and labor

-

 

337

 

610

 

-

 

-

 

-

 

-

 

1

 

948

Freights

-

 

2

 

9

 

-

 

-

 

-

 

-

 

67

 

78

Commissions and expenses

-

 

4

 

-

 

-

 

-

 

-

 

7

 

3

 

14

Conditioning and clearance

-

 

-

 

-

 

-

 

-

 

-

 

-

 

12

 

12

Others

13

 

13

 

7

 

 

 

-

 

-

 

14

 

1

 

48

Total expenses by nature

591

 

1,074

 

678

 

7

 

137

 

3

 

275

 

227

 

2,992

 

86


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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

 

 

December 31,

2015

 

December 31,

2014

Salaries, bonuses and social security costs

565

 

438

Equity settled compensation

22

 

5

Others

41

 

31

 

628

 

474

                                                                                    

32.          Other operating results, net

 

 

December 31,

2015

 

December 31,

2014

Gain from commodity derivative financial instruments

45

 

10

Gain from disposal of interest in associates

3

 

9

Reversal of currency translation adjustment (ii)

147

 

188

Consulting fee

1

 

5

Contingencies (i)

(9)

 

(24)

Donations

(19)

 

(8)

Expenses related to transfers of investment properties to subsidiaries

-

 

(119)

Others

(2)

 

(13)

Total other operating results, net

166

 

48

 

(i)   Including costs and legal expenses.

(ii)  Pertains to the reversal of the currency translation adjustment generated in IDBD and Rigby following the partial repayment of principal of the company (Note 4).

 

 

87


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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

 

 

December 31,

2015

 

December 31,

2014

Finance income:

 

 

 

- Interest income

70

 

43

- Foreign exchange gains

397

 

53

- Dividends income

10

 

8

Finance income

477

 

104

 

 

 

 

Finance costs:

 

 

 

- Interest expense

(618)

 

(433)

- Foreign exchange losses

(2,538)

 

(320)

- Other financial costs

(94)

 

(70)

Finance costs

(3,250)

 

(823)

Less finance costs capitalized

-

 

10

Total financial costs

(3,250)

 

(813)

Other finance results:

 

 

 

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

(867)

 

245

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

682

 

(240)

-Gain on the revaluation of receivables arising from the sale of farmland

12

 

14

Total other finance results

(173)

 

19

Total financial results, net 

(2,946)

 

(690)

 

34.          Employee benefits

 

The benefits granted by the Company and in the Operations Center in Argentina of the urban properties and investments business have not experienced changes and are described under Notes 26 and 27 to the consolidated financial statements ended June 30, 2015.

 

a)     BrasilAgro Stock Option Plan

 

For the six-month period ended December 31, 2015, the Group had no charges related to related to the awards granted under the BrasilAgro Stock Option Plan, while for the six-month period ended December 31, 2014, the charge incurred was Ps. 0.3.

 

88


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.          Employee benefits (Continued)

 

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:

 

 

 

December 31, 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

 

224

Ps. 8.25

 

206

Ps. 8.52

 

206

Granted

 

-

 

-

-

 

-

-

 

-

Forfeited

 

-

 

-

-

 

-

-

 

-

Exercised

 

-

 

(224)

-

 

-

-

 

-

Expired

 

-

 

-

-

 

-

-

 

-

At the end

 

-

 

-

Ps. 8.25

 

206

Ps. 8.52

 

206

 

 

 

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

 

302

Ps. 8.25

 

261

Ps. 8.52

 

261

Granted

 

-

 

-

-

 

-

-

 

-

Cancelled

 

-

 

-

-

 

-

-

 

-

Exercised

 

-

 

-

-

 

-

-

 

-

Expired

 

-

 

(68)

-

 

(55)

-

 

(55)

At the end

 

Ps. 8.97

 

234

Ps. 8.25

 

206

Ps. 8.52

 

206

 

 

b)     Employee benefits from IDBD

 

Due to the business combination described in Note 4, the Group has included the benefits granted in the Operations Center in Israel. Benefits to hired employees include post-employment benefits, retirement benefits, share-based plans and other short and long term benefits. The Group’s liabilities in relation to severance pay and/or retirement benefits of Israeli employees are calculated in accordance with Israeli laws.

 

 

 

December 31,

2015

The total amount of Employee benefits are included in the following lines of the statements of financial position:

 

Payroll and social security liabilities

(549)

Employee benefits non-current

(549)

 

89


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.          Employee benefits (Continued)

 

Increase in minimum salaries in Israel. Effect on employees-benefit plans Shufersal.

 

In January 2016, an amendment was approved to Minimum Salary Law. According to Shufersal estimates, the increase in the minimum salary may have an adverse effect on the business performance and lead to an increase in charges to income related to benefit plans.

 

35.          Related parties transactions

 

During the normal course of business, the Group conducts transactions with different entities or individuals related to it.

 

As mentioned in Note 4, on October 11, 2015, the Group took over IDBD. Before takeover, the Group had entered into certain transactions with IDBD as associate, mainly related to the subscription of warrants and/or capital contributions, but had not conducted commercial transactions.

 

As of these financial statements, the Group conducted transactions with related parties included in their two lines of business: (i) agricultural business, (ii) urban properties and investments business. In addition, this last segment is reported divided from the geographic point of view in two Operations Centers to manage its global interests: Argentina e Israel, there being no significant transactions with related parties involving both Operations Centers.

 

In addition, as indicated under Note 2, the Group decided to consolidate income derived from its operations center in Israel with a three month lag, hence, operating results of IDBD for the period extending from October 11, 2015 (acquisition date) through December 31, 2015 were not included in the interim statement of income for the six-month period ended December 31, 2015. Therefore, the information pertaining to income with related parties of the operations center in Israel from the acquisition date through December 31, 2015 has not been included.

 

90


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 parties transactions (Continued)

 

Below are the most significant transactions conducted with related parties in agricultural business and the urban properties and investment business of the operations center in Argentina, their balances as of December 31, 2015 and June 30, 2015 and the corresponding income for each of the reporting periods in these financial statements:

 

1.      Purchase-Sale of goods and/or services hiring:

 

In the normal course of its business and with the aim of make resources more efficient, the Group, or its related parties, purchases supplies and materials, and/or hires services on behalf of a company which later sells and/or recovers for companies of the Group or other related parties, based upon their actual utilization.

 

As of December 31, 2015 and June 30, 2015, the Group maintains aggregate net receivable balances in the amount of Ps. 29 and Ps. 13, respectively, with its associates, joint ventures and other related parties, related to sales of advertising seconds to third parties, sales of inputs and materials, and reimbursement of expenses for acquired and/or lent services, among others. These operations do not entail profits to the company recovering expenses, for the same are carried out as per the cost value of the goods or services acquired.

 

2.      Corporate Service Agreement

 

On June 30, 2004, a Master Agreement for the Exchange of Corporate Services (“Frame Agreement") was entered into between Cresud, IRSA and IRSA CP renewable automatically every 24 months for equal periods unless it is terminated by any of the parties upon prior notice. In view that the operating areas of IRSA and Cresud share certain characteristics of affinity, the aim of the Frame Agreement is reducing their incidence on the operating results, building on and enhancing the individual efficiencies of each of the companies in the different areas that form part of operating management.

 

3.      Legal services:

 

The Group hires legal services from Estudio Zang, Bergel & Viñes, Our Vice-president, Saúl Zang, and our alternate directors, Juan M. Quintana, Salvador D. Bergel, and D. Pablo Vergara del Carril are members of that law firm.

 

As of December 31, 2015 and June 30, 2015, the Group maintains net payable balances in the amount of Ps. 0.7 and Ps. 0.8, respectively, with the Estudio Zang, Bergel & Viñes. For the six month period ended December 31, 2015 and 2014, the Group recorded legal services expenses in the amounts of Ps. 4 and Ps. 2.4, respectively.

 

91


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 parties transactions (Continued)

 

4.      Property leases and/or rights of use

 

In the course of its normal operations, the Group normally leases diverse spaces in its Shopping Centers (stores, stands, storage rooms or advertising spaces) to its associates Tarshop and BHSA, and to a lesser extent to other related parties. Lease agreements entered into with associates included similar provisions to those included in agreements with third parties.

 

Additionally, the Group assigned under a free-use contract certain spaces in some of its shopping centers to Fundación Museo de los Niños, a non-profit organization, to establish the “Museo de los Niños, Abasto” and “Museo de los Niños, Rosario”, to interactive learning centers for children and adults.

 

The Group rents the offices of Eduardo S. Elsztain, property of Isaac Elsztain e Hijos S.C.A. (a company controlled by certain relatives of Eduardo S. Elsztain) and Hamonet S.A. (a company controlled by Fernando A. Elsztain, director of the Group and cousin of Eduardo S. Elsztain), under renewable operating lease contracts in normal terms and conditions due in 2017.

 

As of December 31, 2015 and June 30, 2015, the Group maintains aggregate net payable balances in the amount of Ps. 0.7 and Ps. 0.03, respectively, with its related parties. The Group recognized income from leases and services provided of Ps. 8 and Ps. 5, for the six-month periods ended December 31, 2015 and 2014, respectively.

 

5.      Compensation of Directors and Top Management 

 

The remuneration of Directors for each fiscal year is based on the provisions established by the Law N° 19,550, taking into consideration whether such directors perform technical-administrative functions and depending upon the results recorded by the Company during the fiscal year. Once such amounts are determined, they should be approved by the Shareholders’ Meeting. The members of the Top Management are appointed and removed by the Board of Directors, and perform functions in accordance with the instructions delivered by the Board itself.

 

The remuneration earned by Top Management for their functions consists of an amount that is fixed taking into account the manager's backgrounds, capacity and experience, plus an annual bonus based on their individual performance and the Group's results. Members of the Top management participate in defined contribution and share-based incentive plans that are described in Note 34.

 

As of December 31, 2015 and June 30, 2015, the Group maintains aggregate net payable balances in the amount of Ps. 25 and Ps. 12, respectively, with Directors and Top Management members. The Group incurred a charge from remuneration to Board of Directors and Top Management of Ps. 83 and Ps. 54 for the six-month periods ended December 31, 2015 and 2014, respectively.

 

92


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 parties transactions (Continued)

 

6.      Financial operations

 

In the normal course of its activities, the Group enters into diverse loan agreements or credit facilities with related parties. These loans generally accrue interest at market rates and are cancelable wholly or partially prior to the due date, either in cash and/or through capitalization (conversion into shares), and/or by way of offsetting arrangements involving debit and credit balances existing between the parties.

 

As of December 31, 2015 and June 30, 2015, the Group maintains aggregate net receivable balances in the amount of Ps. 1,208 and Ps. 97, respectively, with related parties. The most significant are the following: a loan granted to IFISA for an amount of US$ 40, with maturity on October 8, 2016. Its balance as of December 31, 2015 was Ps. 525. For the six-month periods ended December 31, 2015 and 2014, the Group recognized Ps. 85 and Ps. 19.5, respectively, from which Ps. 3 correspond to the borrowing to IFISA.

 

In February 2015, the Group, through Dolphin sold 71.39 million IDBD shares to IFISA, at the closing price of NIS 1.39 per share, making a total of NIS 99.23 million, equal to US$ 25.65 million at the exchange rate prevailing on the transaction date. As of December 31, 2015 and June 30, 2015, the Group maintains aggregate net receivable balances in the amount of Ps. 290 and Ps. 199, respectively.

 

In June 2015, the Group subscribed Convertible Notes, issued by BACS for a nominal value of 100,000,000, which are convertible into common stock. As of December 31, 2015 and June 30, 2015, the Group maintains aggregate net receivable balances in the amount of Ps. 100.5 and Ps. 110.9, respectively. For the six-month period ended as of December 31, 2015, the Group recognized a gain in the amount of Ps. 10.4.

 

The Company entered into a securities loan agreement with IFISA which granted 3,334,517 Global Depositary Shares of IRSA as of December 31, 2015. This loan does not imply the transfer of any politic nor economic right corresponding to the values, which are held by Cresud. Regarding voting rights, the parties agreed that the Company will grant a power of attorney to IFISA with the respective voting instructions. In respect to dividends, IFISA will transfer the funds to Cresud. The loan accrues interest at an annual rate equivalent to 3 month LIBOR, plus 50 basis points, and is due on June 25, 2016.

 

93


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 parties transactions (Continued)

 

7.      Donations

 

Fundación IRSA is a non-profit institution that seeks to support and generate initiatives concerning education, the promotion of corporate social responsibility and the entrepreneurial spirit of the youth. It carries out corporate volunteering programs and fosters donations by the Group’s employees. The main members of Fundación IRSA's Board of Directors are: Eduardo S. Elsztain (Chairman); Saul Zang (Vice Chairman I), Alejandro Elsztain (Vice Chairman II) and Mariana C. de Elsztain (secretary). It funds its activities with the donations made by the Group.

 

Moreover, in the course of its normal operations, the Group the Group grants donations to other foundations and institutions related to the Group through high-rank personnel. The Group incurred a charge, related to other donations, of Ps. 3 and Ps. 2 for the six-month periods ended December 31, 2015 and 2014, respectively.

 

8.      Administration fees

 

The Group provides management services to Group’s companies and other related parties.

 

Furthermore, Brasilagro provides agricultural advisory services to Cresca S.A. ("Cresca"), joint venture between Brasilagro and Carlos Casado S.A. ("Casado"), with agricultural activities in Paraguay, under a 10-year agreement, automatically renewal for two additional 10-year periods, and receives management fees as follows by way of consideration. Cresca must paid to the Group: (a) (i) an amount equal to 12% per annum on the total amount to be paid annually by Cresca for preparing the lands (from natural to productive state) in purpose of agricultural and cattle farming development for the first 41,930 has. and (ii) an amount equal to 10% on the concepts mentioned above from the ha. 41,931 on; and (b) an amount equal to 10% per annum on the gross margin from sales revenue less (i) direct selling expenses (including but not limited to commissions, withholding taxes, freight and any other expense arising for or from sales), (ii) direct production costs, (iii) structure costs and (iv) tax costs.

 

94


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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 parties transactions (Continued)

 

In addition, there is a management agreement in place with CAMSA, a consulting company retained by the Group to provide advisory services. The shareholders of CAMSA are Eduardo S. Elsztain, Group’s shareholder and Chairman of the Board, and Saúl Zang, Vice-Chairman of the Board. Under the agreement dated November 1994, CAMSA provides the Group with services such as (i) advisory with respect to capital investments in all aspects of agricultural operations, including, among others, sales, marketing, distribution, financing, investments, technology and business proposals; (ii) acts on the Group’s behalf in such transactions, negotiating the prices, conditions, and other terms of each operation; and (iii) advisory regarding securities investments with respect to such operations. The agreement expressly provides that CAMSA may not provide advisory services with respect to transactions that are entirely related to real estate. The Group pays CAMSA an annual fee equal to 10% of the Group’s annual net income after taxes. Under the agreement, the Group is required to reimburse CAMSA normal expenses incurred in performing the services. The agreement is subject to termination by either party upon not less than 60 days prior written notice. If the Group terminates the agreement without cause, the Group must pay CAMSA twice the average of the amounts of the management fee paid for the two preceding fiscal years.

 

As of December 31, 2015 and June 30, 2015, the Group maintains aggregate net receivable balances in the amount of Ps. 6 and Ps. 4, respectively, with related parties. The Group incurred a charge, related to management fees, of Ps. 2 and Ps. 1.4 for the six-month periods ended December 31, 2015 and 2014, respectively.

 

36.          Leases

 

As a result of the business combination described in Note 4, the Group has included a breakdown of existing leases in the Operations Center of Israel of business of urban properties and investments, the leases pertaining to the Operations Center in Argentina have not experienced significant modifications and are described under Note 28 to the consolidated financial statements as of June 30, 2015.

 

The future aggregate minimum lease proceeds under IDBD's non-cancellable operating leases are as follows:

 

 

December 31,

2015

No later than one year

754

From one to five years

2,179

More than five years

1,523

Total

4,456

 

 

95


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.          Fiscal year 2015 20-F Annual Report

 

IDBD prepares its financial statements in accordance with Israeli auditing standards and files consolidated financial statements publicly with the Israel Securities Authority.  As of June 30, 2015, we held a non-controlling 49% interest in IDBD.  As a result, and as disclosed in our annual report on Form 20-F for the fiscal year ended June 30, 2015, we did not have the power to direct IDBD to prepare and provide to us any financial statements audited in accordance with auditing standards generally accepted in the United States (“U.S. GAAS”).  For this reason, we included in our annual report on 2015 Form 20-F certain financial statements of IDBD prepared in accordance with Israeli auditing standards, including IDBD’s unaudited consolidated financial statements as of and for the fiscal year ended December 31, 2014 which are at the time of filing IRSA’s 2015 Form 20-F were IDBD’s most recent annual consolidated financial statements.  IDBD is currently preparing for the first time consolidated financial statements under U.S. GAAS for its fiscal year ended December 31, 2014.  We intend to file such IDBD financial statements publicly with the SEC, and accordingly to amend our 2015 Form 20-F, as soon as we receive the financial statements from IDBD. 

 

38.          Subsequent events

 

·       On January 21, 2016 the holders of warrants Series 4 of IDBD asked the district court of Tel Aviv to order IDBD to take all steps required to extend the exercise date and of warrants Series 4 to a date at least 30 days after the implementation of the first part of the Tender Offers, considering that the exercise date for such warrants had been set for February 10, 2016. On February 4, 2016 the Court decided to grant the petition and thus extended the exercise of warrants Series 4 to May 10, 2016. On February 9, IDBD filed an appeal with the Supreme Court where IDBD requests that the decision dated February 4 be overruled and a new exercise date be set as near as possible to the original exercise date; as of the date of these financial statements, no answer has been given to such request.

 

·             On January 24, 2016, the Board of IDBD approved a public offering to be conducted on February 2016 in the amount of 700 million common shares at a price per share above NIS 0.714 per share (equal to $ 2.3919 per share at the exchange rate of 3.35), which is equal to a minimum offer of NIS 500 million (or $ 1,671 at the exchange rate of 3.35). On February 1, 2016 IDBD received a letter from the minority shareholder’s attorney, where it claims that the prospective offer mentioned above requires approval pursuant to section 275 of the Business Companies Act, 5759-1999, including the approval of the Shareholders’ Meeting where the majority of the shareholders lack any personal interest in the issuance, for in the note the attorney alleges there is a personal interest in the issuance in question. As of the balance sheet date, there is no certainty as to the final terms of the public offering.

 

·            On February 2, 2016, IRSA CP transferred title to 851 square meters pertaining to an office floor and 8 parking lot units at the Intercontinental Plaza building to an unrelated party, with a remaining 6,308 square meters in this building being owned by the Company. The transaction price was Ps. 41.5, which has already been fully paid. Gross profit of this operation amounts to Ps. 19.8 approximately.

 

96


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

(All amounts in millions of 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.          Subsequent events (Continued)

 

·            On February 5, 2016, Dolphin has entered into an option agreement with IFISA that grants Dolphin the right, but not the obligation, to acquire 92,665,925 shares in IDBD which IFISA acquired in the BMBY process (as defined in note 4) at a price per share of NIS 1.64 plus an annual interest rate of 8.5%. The exercise date for the option extends for two years. Additionally, Dolphin is entitled to a first refusal right in case that IFISA agrees to sell these shares to a third party.

 

·            On February 7, 2016, and pursuant to the arbitration proceeding started in 2015 between Extra and Dolphin, Extra filed with the arbitrator a claim against Dolphin, IFISA and Eduardo Elsztain claiming failure to comply with shareholders’ agreement and other commitments for the purpose of taking over IDBD.  In its claim Extra requests an instruction order requiring that both Dolphin and IFISA, jointly and severally, pay to Extra at least NIS 1,250 million, plus expenses and interests, which include the nominal loss incurred by Extra in its investment in IDBD, the earnings that Extra expected to make on its investment in IDBD and additional compensation. Based on the arbitration terms, Dolphin and IFISA have 21 days as from the date Extra filed its claim to file their defense and any counterclaim, if any. Dolphin is analyzing the best available strategy to this end.

 

 

 

97


 
 

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 statement of financial position as of December 31, 2015, the statement of  income and comprehensive income for the six and three-month period ended December 31, 2015, the statement of changes in shareholders’ equity and the statement of cash flows for the six-month period ended December 31, 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.

 

Emphasis paragraph

 

Without modifying our conclusion, we want to refer to the information included in Note 1 to the unaudited condensed interim consolidated financial statements.

 

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;

 

 

 

 


 
 

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

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS (Continued)

 

 

 

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;

 

d)          at December 31, 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. 6,905,734 which was no callable at that date.

 

 

 

 

Autonomous City of Buenos Aires, February 11, 2016

 

 

 

 

 

 

 

 

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 Financial Statements as of December 31, 2015 and June 30, 2015 and for the six-month periods ended December 31, 2015 and 2014

 

 


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Financial Position

as of December 31, 2015 and June 30, 2015

(All amounts in millions of 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

12.31.15

 

06.30.15

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Investment properties

7

10

 

11

Property, plant and equipment

8

478

 

471

Intangible assets

9

17

 

18

Biological assets

10

365

 

346

Investments in subsidiaries, associates and joint ventures

6

2,851

 

2,885

Deferred income tax assets

21

711

 

447

Income tax and minimum presumed income tax credits

 

52

 

52

Total Non-current assets

 

4,484

 

4,230

Current assets

 

 

 

 

Biological assets

10

209

 

113

Inventories

11

358

 

337

Income tax and minimum presumed income tax credits

 

37

 

8

Trade and other receivables

13

321

 

409

Derivative financial instruments

15

9

 

-

Investment in financial assets

14

98

 

53

Cash and cash equivalents

16

321

 

18

Total Current assets

 

1,353

 

938

TOTAL ASSETS

 

5,837

 

5,168

SHAREHOLDERS’ EQUITY

 

 

 

 

Share capital

 

495

 

495

Treasury stock

 

7

 

7

Inflation adjustment of share capital and treasury stock

 

65

 

65

Share premium

 

659

 

659

Additional paid-in capital from treasury stock

 

16

 

13

Legal reserve

 

83

 

-

Other reserves

 

921

 

599

Retained earnings

 

(772)

 

118

TOTAL SHAREHOLDERS’ EQUITY

 

1,474

 

1,956

LIABILITIES

 

 

 

 

Non-current liabilities

 

 

 

 

Trade and other payables

17

1

 

1

Borrowings

20

3,186

 

2,078

Provisions

19

7

 

10

Total Non-current liabilities

 

3,194

 

2,089

Current Liabilities

 

 

 

 

Trade and other payables

17

216

 

149

Payroll and social security liabilities

18

47

 

58

Borrowings

20

904

 

911

Derivative financial instruments

15

-

 

3

Provisions

19

2

 

2

Total Current liabilities

 

1,169

 

1,123

TOTAL LIABILITIES

 

4,363

 

3,212

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

5,837

 

5,168

 

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

 

 

 

Alejandro G. Elsztain

Vice President II

Acting as President

 

 

1


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Income

for the six and three-month periods beginning on July 1 and October 1, 2015 and 2014 and ended December 31, 2015 and 2014

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

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

 

 

 

 

Six months

 

Three months

 

Note

12.31.15

 

12.31.14

 

12.31.15

 

12.31.14

Revenues

23

502

 

488

 

223

 

167

Costs

24

(663)

 

(726)

 

(337)

 

(317)

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

 

317

 

333

 

210

 

188

Changes in the net realizable value of agricultural produce after harvest

 

115

 

(9)

 

123

 

5

Gross Profit

 

271

 

86

 

219

 

43

General and administrative expenses

25

(65)

 

(47)

 

(31)

 

(22)

Selling expenses

25

(111)

 

(85)

 

(43)

 

(30)

Other operating results, net

27

(1)

 

(1)

 

(2)

 

(5)

Profit / (Loss) from operations

 

94

 

(47)

 

143

 

(14)

Share of loss of subsidiaries, associates and joint ventures

6

(265)

 

(12)

 

(113)

 

(4)

Profit / (Loss) before financing and taxation

 

(171)

 

(59)

 

30

 

(18)

Finance incomes

28

52

 

16

 

45

 

5

Finance costs

28

(1,105)

 

(229)

 

(938)

 

(83)

Other financial results

28

157

 

(49)

 

160

 

(39)

Financial results, net

28

(896)

 

(262)

 

(733)

 

(117)

Loss before Income tax

 

(1,067)

 

(321)

 

(703)

 

(135)

Income tax gain

21

290

 

105

 

217

 

43

Loss for the period

 

(777)

 

(216)

 

(486)

 

(92)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share for the period:

 

 

 

 

 

 

 

 

Basic

 

(1.57)

 

(0.44)

 

(0.98)

 

(0.19)

Diluted

(i)

(1.57)

(0.44)

 

(0.98)

 

(0.19)

 

(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.

 

Alejandro G. Elsztain

Vice President II

Acting as President

 

2


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Comprehensive Income

for the six and three-month periods beginning on July 1 and October 1, 2015 and 2014 and ended December 31, 2015 and 2014

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

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

 

 

 

Six months

 

Three months

 

12.31.15

 

12.31.14

 

12.31.15

 

12.31.14

Loss for the period

(777)

 

(216)

 

(486)

 

(92)

Other comprehensive loss:

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

Currency translation adjustment from subsidiaries, associates and joint ventures

437

 

(184)

 

550

 

(175)

Other comprehensive income / (loss) for the period (i)

437

 

(184)

 

550

 

(175)

Total comprehensive (loss) / income for the period

(340)

 

(400)

 

64

 

(267)

 

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

 

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

 

                  

Alejandro G. Elsztain

Vice President II

Acting as President

 

3


 
 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity

for the six-month periods ended December 31, 2015 and 2014

 (All amounts in millions of 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 and treasury stock (i)

Share

premium

Additional paid-in capital from Treasury Stock

Legal

reserve

Other

reserves

(Note 22)

Retained

earnings

Total Shareholders’ equity

Balance as of June 30, 2015

495

7

65

659

13

-

599

118

1,956

Loss for the period

-

-

-

-

-

-

-

(777)

(777)

Other comprehensive income for the period

-

-

-

-

-

-

437

-

437

Total comprehensive income / (loss) for the period

-

-

-

-

-

-

437

(777)

(340)

Appropriation of retained earnings resolved by Ordinary Shareholders’ Meeting held on October 30, 2015 and Extraordinary Shareholders’ Meeting held on November 26, 2015:

 

 

 

 

 

 

 

 

 

- Legal reserve

-

-

-

-

-

83

-

(83)

-

- Reserve for future dividends

-

-

-

-

-

-

31

(31)

-

Equity-settled compensation

-

-

-

-

-

-

8

-

8

Equity incentive plan granted

-

-

-

-

3

-

(4)

1

-

Tender offer to non-controlling shareholders

-

-

-

-

-

-

(121)

-

(121)

Changes in interest in subsidiaries

-

-

-

-

-

-

63

-

63

Cumulative translation adjustment for interest held before business combination

-

-

-

-

-

-

(92)

-

(92)

Balance as of December 31, 2015

495

7

65

659

16

83

921

(772)

1,474

 

(i)    Includes Ps. 1 and Ps. 1 of inflation adjustment of Treasury Stock as of December 31 and June 30, 2015, respectively.

 

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

Alejandro G. Elsztain

Vice President II

Acting as President

 

4


 
 

 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity

for the six-month periods ended December 31, 2015 and 2014

 (All amounts in millions of 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 and treasury stock (i)

Share

premium

Share

warrants

Legal

reserve

Special reserve (i)

Other

reserves

(Note 22)

Retained

earnings

Total Shareholders’ equity

Balance as of June 30, 2014

491

11

65

773

106

82

634

851

(1,066)

1,947

Loss for the period

-

-

-

-

-

-

-

 

(216)

(216)

Other comprehensive loss for the period

-

-

-

-

-

-

-

(184)

-

(184)

Total comprehensive loss for the period

-

-

-

-

-

-

-

(184)

(216)

(400)

Appropriation of retained earnings resolved by Shareholders’ Meeting held on November 17, 2014:

 

 

 

 

 

 

 

 

 

 

- Share distribution

6

(6)

-

-

-

-

-

-

-

-

Loss absorption:

 

 

 

 

 

 

 

-

 

 

- Share premium

-

-

-

(221)

-

-

-

-

221

-

- Legal reserve

-

-

-

-

-

(82)

-

-

82

-

- Special reserve

-

-

-

-

-

-

(634)

-

634

-

- Reserve for repurchase of share

-

-

-

-

-

-

-

(113)

113

-

- Reserve for new developments

-

-

-

-

-

-

-

(17)

17

-

Reserve for share-based compensation

-

-

-

-

-

-

-

6

-

6

Acquisition of treasury stock

(3)

3

-

-

-

-

-

(32)

-

(32)

Changes in interest in subsidiaries

-

-

-

-

-

-

-

(16)

-

(16)

Reimbursement of expired dividends

-

-

-

-

-

-

-

 

1

1

Balance as of December 31, 2014

494

8

65

552

106

-

-

495

(214)

1,506

 

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

(ii)  Includes Ps. 1 and Ps. 1 of inflation adjustment of Treasury Stock as of December 31 and June 30, 2015, respectively.

 

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

 

Alejandro G. Elsztain

Vice President II

Acting as President

 

5


 
 

 

 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Unaudited Condensed Interim Separate Statements of Cash Flows

for the six-month periods ended December 31, 2015 and 2014

(All amounts in millions of 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

12.31.15

 

12.31.14

Operating activities:

 

 

 

 

Cash (used in) generated from operations

16

(91)

 

46

Net cash (used in) generated from operating activities

 

(91)

 

46

Investing activities:

 

 

 

 

Acquisition of non-controlling interest in subsidiaries

 

-

 

(20)

Proceeds from sale of companies

 

86

 

55

Capital contributions in subsidiaries, associates and joint ventures

6

(20)

 

(1)

Acquisition of investment properties

7

-

 

(2)

Proceeds from sale of investment properties

 

1

 

-

Acquisition of property, plant and equipment

8

(15)

 

(35)

Proceeds from sale of property, plant and equipment

 

-

 

1

Proceeds from sale of farmlands

 

-

 

162

Purchase of investment in financial assets

 

(214)

 

(1,101)

Proceeds from disposals of investments in financial assets

 

227

 

1,333

Loans granted to subsidiaries, associates and joint ventures

 

(3)

 

(10)

Loans repayments received from subsidiaries, associates and joint ventures

 

78

 

37

Dividends received

 

84

 

41

Cash incorporated by merger

 

-

 

1

Net cash generated from investing activities

 

224

 

461

Financing activities:

 

 

 

 

Purchase of treasury stock

 

-

 

(32)

Proceeds from issuance of non-convertible notes

 

390

 

455

Repayment of non-convertible notes

 

(96)

 

(599)

Repurchase of convertible notes

 

-

 

(86)

Proceeds from borrowings

 

278

 

35

Proceeds from / (Repayment of) derivative financial instruments

 

84

 

(104)

Repayment of borrowings

 

(367)

 

(55)

Interest paid

 

(153)

 

(96)

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

 

136

 

(482)

Net increase in cash and cash equivalents

 

269

 

25

Cash and cash equivalents at beginning of the period

16

18

 

54

Foreign exchange gain on cash and cash equivalents

 

34

 

1

Cash and cash equivalents at the end of the period

 

321

 

80

 

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

Alejandro G. Elsztain

Vice President II

Acting as President

 

6


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

Notes to the Unaudited Condensed Interim Separate Financial Statements

 (All amounts in millions of 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.

 

In 2002, Cresud acquired a 19.85% interest in IRSA, a real estate company related to certain shareholders of Cresud. In 2009, Cresud increased its ownership percentage in IRSA to 55.64% and IRSA became Cresud’s principal subsidiary.

 

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 February 11, 2016.

 

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").

 

 

7


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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)

 

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 millions of Argentine Pesos.

 

The Condensed Interim Separate Financial Statements for the six-month periods ended as of December 31, 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 six-month periods ended December 31, 2015 and 2014 do not necessarily reflect proportionally the Company’s results for the complete fiscal years.

 

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 and to the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2015 and in Note 2 to the Unaudited Consolidated Financial Statements as of December 31, 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.

 

 

8


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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)

 

2.4.         Comparative information

 

Amounts as of June 30, 2015 and December 31, 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.

 

During the six-month period ended as of December 31, 2015, the Argentine Peso devalued against the US$ and other currencies by around 44%, which has an impact in comparative information presented in these Unaudited Financial Statements, due mainly to the currency exposure of our income from offices rental, and our net assets and liabilities in foreign currency as detailed in Note 34.

 

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.

 

4.            Acquisitions and disposals

 

On December 29, 2015, Carnes Pampeanas S.A.’s Shareholders Meeting approved the increase the Company’s capital stock through the capitalization of an irrevocable contribution from Cresud, made on November 9, 2015 for the amount of Ps. 19.5 million, increasing its share capital from Ps. 66.31 to Ps. 85.81.

 

As a consequence, Cresud’s interest in the Company has increased from 97.74% to 98.25%.

 

See summary of acquisitions and additional disposals of the Company for the six-month period ended December 31, 2015 in Note 4 to Unaudited Condensed Interim Consolidated Financial Statements.

 

 

9


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

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

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

 

 

 

5.            Financial risk management and fair value estimates

 

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 except for those financial risks incorporated by business combination of IDBD. See Note 5 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

5.1.        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.

 

6.            Information about principal subsidiaries, associates and joint ventures

 

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

 

As mentioned in Note 1 to the Unaudited Condensed Consolidated Financial Statements, on October 11, 2015 IRSA acquired control over IDBD. This Israeli company is one of the largest and most significant conglomerates of Israel, which takes part in many markets and sectors of the industry. Factors namely (i) IDBD’s current financial position and need for financing to honor its financial debt and other commitments, (ii) the renegotiation underway with financial creditors, and (iii) the term set by Israel’s governmental authorities to sell the equity interest in Clal and the potential effects of such sale, in particular, on its market value, raise significant uncertainties as to IDBD’s capacity to continue as a going-concern

 

 

 

 

10


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 (Continued)

 

Set out below are the changes in Company’s investment in subsidiaries, associates and joint ventures for the six-month period ended December 31, 2015 and for the fiscal year ended June 30, 2015:

 

 

 

December 31,

2015

 

June 30,

2015

Beginning of the year

2,877

 

2,901

Balance incorporated by merger with Cactus

-

 

(63)

Acquisition of subsidiaries and associates (i)

23

 

(5)

Capital contribution

56

 

1

Disposal of interest in subsidiaries

(22)

 

(36)

Share of (loss) / profit

(265)

 

485

Currency translation adjustment

345

 

(169)

Equity-settled compensation

5

 

14

Dividends distributed

(51)

 

(53)

Reimbursement of expired dividends

-

 

1

Reserve for tender offer to non-controlling shareholders

(121)

 

-

Intergroup transactions

1

 

(199)

End of the period / year (ii)

2,848

 

2,877

 

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

(ii)   Include a balance of Ps. (3) and Ps. (8) reflecting interests in companies with negative equity as of December 31, 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 six-month period ended December 31, 2015 and for the year ended June 30, 2015 in Notes 8 and 9 to the Unaudited Condensed Interim Consolidated Financial Statements.

 

 

11


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended as of December 31, 2015 and for the fiscal year ended June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Beginning of the year

11

 

20

Additions

-

 

4

Reclassification to property, plant and equipment

-

 

(12)

Disposals

(1)

 

-

Depreciation charges (i)

-

 

(1)

End of the period / year

10

 

11

Costs

14

 

15

Accumulated depreciation

(4)

 

(4)

Net book amount

10

 

11

 

(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:

 

 

December 31,

2015

 

December 31,

2014

Rental and service incomes

8

 

11

Direct operating expenses

3

 

4

 

 

 

12


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended December 31, 2015 and for the fiscal year ended June 30, 2015 were as follows:

 

 

 

Owner-occupied farmland (ii)

 

Others

 

Total

At June 30, 2015:

 

 

 

 

 

Costs

504

 

42

 

546

Accumulated depreciation

(52)

 

(23)

 

(75)

Net book amount

452

 

19

 

471

Year ended June 30, 2015:

 

 

 

 

 

Opening net book amount

407

 

15

 

422

Balance incorporated by merger with Cactus

2

 

-

 

2

Additions

52

 

8

 

60

Reclassifications of investment properties

12

 

-

 

12

Disposals

(11)

 

-

 

(11)

Depreciation charges (i)

(10)

 

(4)

 

(14)

Closing net book amount

452

 

19

 

471

Period ended December 31, 2015:

 

 

 

 

 

Opening net book amount

452

 

19

 

471

Additions

12

 

3

 

15

Depreciation charges (i) (Note 25)

(6)

 

(2)

 

(8)

Closing net book amount

458

 

20

 

478

At December 31, 2015:

 

 

 

 

 

Costs

516

 

45

 

561

Accumulated depreciation

(58)

 

(25)

 

(83)

Net book amount

458

 

20

 

478

 

 

(i)   For the six-month period ended December 31, 2015, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 8 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. 1 under the line item “General and administrative expenses” and Ps. 13 under the line item “Cost” in the Income Statement.

 

 

13


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended December 31, 2015 and for the year ended June 30, 2015 were as follows:

 

 

Computer software

 

Rights of use

 

Total

Opening net book amount

-

 

18

 

18

Additions

1

 

-

 

1

Amortization charges (i)

-

 

(1)

 

(1)

Net book amount as of June 30, 2015

1

 

17

 

18

Costs

1

 

20

 

21

Accumulated depreciation

-

 

(3)

 

(3)

Net book amount as of June 30, 2015

1

 

17

 

18

Amortization charge (i)

-

 

(1)

 

(1)

Net book amount as of December 31, 2015

1

 

16

 

17

Costs

1

 

19

 

20

Accumulated depreciation

-

 

(3)

 

(3)

Net book amount as of December 31, 2015

1

 

16

 

17

 

(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 six-month period ended December 31, 2015 and for the year ended June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Beginning of the year

459

 

490

Increase due to purchases

1

 

14

Initial recognition and changes in the fair value of biological assets

288

 

634

Decrease due to harvest

(83)

 

(550)

Decrease due to sales

(91)

 

(128)

Decrease due to consumption

-

 

(1)

End of the period / year

574

 

459

 

 

 

14


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 December 31, 2015 and June 30, 2015 were as follows:

 

 

Classification

 

December 31,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

Cattle for dairy production

Production

 

42

 

41

Breeding cattle

Production

 

311

 

294

Other cattle

Production

 

6

 

6

Others biological assets

Production

 

6

 

5

Non-current biological assets

 

 

365

 

346

Current

 

 

 

 

 

Cattle for sale

Consumable

 

61

 

65

Crops fields

Consumable

 

147

 

47

Other cattle

Consumable

 

1

 

1

Current biological assets

 

 

209

 

113

Total biological assets

 

 

574

 

459

 

The following tables present the Company’s biological assets that are measured at fair value as of December 31, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:

               

 

December 31, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

42

 

-

 

42

Breeding cattle and cattle for sale

-

 

372

 

-

 

372

Other cattle

-

 

7

 

-

 

7

Other biological assets (i)

6

 

-

 

-

 

6

Crops fields

131

(i)

-

 

16

 

147

Total

137

 

421

 

16

 

574

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Cattle for dairy production

-

 

41

 

-

 

41

Breeding cattle and cattle for sale

-

 

359

 

-

 

359

Other cattle

-

 

7

 

-

 

7

Other biological assets (i)

5

 

-

 

-

 

5

Crops fields

7

(i)

-

 

40

 

47

Total

12

 

407

 

40

 

459

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

 

 

15


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended December 31, 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

Initial recognition and changes in the fair value of biological assets

458

Decrease due to harvest

(549)

As of June 30, 2015

40

Initial recognition and changes in the fair value of biological assets

59

Decrease due to harvest

(83)

As of December 31, 2015

16

 

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

 

 

Parameters

 

Ranges / Values

 

Unit of measurement

Corn

 

Discounted cash flows

 

 

Yields

 

6.5 – 11.2

 

Tn/ha

 

 

 

Future sale prices

 

1,971 – 2,092

 

Ps./Tn

 

 

 

Selling expenses

 

379 – 567

 

Ps./tn

 

 

 

Operating cost

 

2,957 – 3,436

 

Ps./ha

Sunflowers

 

Discounted cash flows

 

 

Yields

 

1.50

 

Tn/ha

 

 

 

Future sale prices

 

3,677

 

Ps./Tn

 

 

 

Selling expenses

 

625

 

Ps./tn

 

 

 

Operating cost

 

1,781

 

Ps./ha

 

During the six-month period ended December 31, 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.

 

 

16


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 December 31, 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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Current

 

 

 

Crops

218

 

198

Materials and inputs

87

 

80

Seeds and fodders

53

 

59

Total inventories

358

 

337

 

As of December 31, 2015 and June 30, 2015 the cost of inventories recognized as expense amounted to Ps. 242 and Ps. 422, respectively and they have been included in “Costs”.

 

 

17


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 December 31, 2015 and June 30, 2015 and their allocation to the fair value hierarchy:

 

 

December 31, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

Investment in financial assets:

 

 

 

 

 

 

 

- Mutual funds

65

 

-

 

-

 

65

- Corporate bonds related parties
(Note 30 and 34)

23

 

-

 

-

 

23

- Government bonds

10

 

-

 

-

 

10

Derivative financial instruments:

 

 

 

 

 

 

 

- Crops futures

1

 

-

 

-

 

1

- Foreign-currency contracts

-

 

8

 

-

 

8

Cash and cash equivalents:

 

 

 

 

 

 

 

- Mutual funds

3

 

-

 

-

 

3

Total Assets

102

 

8

 

-

 

110

 

 

 

June 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets

 

 

 

 

 

 

 

Investment in financial assets:

 

 

 

 

 

 

 

- Mutual funds

36

 

-

 

-

 

36

- Corporate bonds related parties
(Note 30 and 34)

17

 

-

 

-

 

17

Cash and cash equivalents:

 

 

 

 

 

 

 

- Mutual funds

3

 

-

 

-

 

3

Total Assets

56

 

-

 

-

 

56

 

 

 

18


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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

3

 

-

 

-

 

3

Total Liabilities

3

 

-

 

-

 

3

 

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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Current

 

 

 

Receivables from sale of agricultural products and services

50

 

44

Deferred checks received

6

 

1

Debtors under legal proceedings

9

 

2

Less: allowance for doubtful accounts

(8)

 

(8)

Current trade receivables

57

 

39

Prepayments

47

 

45

Tax credits

62

 

36

Loans

4

 

6

Advance payments

4

 

2

Others

7

 

5

Total Current other receivables

124

 

94

Related parties (Note 30)

140

 

276

Total Current trade and other receivables

321

 

409

Total trade and other receivables

321

 

409

 

 

19


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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:

 

 

December 31,

2015

 

June 30,

2015

Beginning of the year

8

 

1

Incorporated by merger with Cactus

-

 

1

Charges

-

 

6

End of the period / year

8

 

8

 

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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

 

 

 

 

Current

 

 

 

Government bonds

10

 

-

Corporate bonds related parties (Note 30 and 34)

23

 

17

Mutual funds

65

 

36

Total Current

98

 

53

Total Investment in Financial Assets

98

 

53

 

 

20


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 December 31, 2015 and June 30, 2015 are as follows:

 

 

December 31,

2015

 

June 30,

2015

Assets

 

 

 

Current

 

 

 

Crops futures

1

 

-

Foreign-currency contracts

8

 

-

Total current assets

9

 

-

Total assets

9

 

-

 

 

 

 

Liabilities

 

 

 

Current

 

 

 

Crops futures

-

 

3

Total current liabilities

-

 

3

Total liabilities

-

 

3

 

As of December 31, 2015, the Company had executed foreign exchange futures in the amount of US$ 39.15 million, at an average exchange rate of Ps. 11.22 to US$ 1, as part of the exchange rate risk management policy. Most of them were made through the Mercado a Término de Rosario S.A., (a forward market authorized by the Securities Exchange Commission. As of December 31, 2015 the gain generated by these futures amounted to Ps. 99 million and was booked under the line Gains (losses) from financial derivatives, net.

 

16.          Cash flow information

 

The following table shows the amounts of cash and cash equivalents as of December 31, 2015 and June 30, 2015:

 

 

December 31,

2015

 

June 30,

2015

Cash on hand and at banks

318

 

15

Mutual funds

3

 

3

Total cash and cash equivalents

321

 

18

 

 

 

21


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month periods ended as of December 31, 2015 and 2014:

 

 

December 31,

2015

 

December 31,

2014

Loss for the period

(777)

 

(216)

Adjustments for:

 

 

 

Income tax expense

(290)

 

(105)

Depreciation and amortization

9

 

6

Share based payments

2

 

-

Unrealized (Gain) / Loss from derivative financial instruments of commodities

(3)

 

-

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

(99)

 

78

Changes in fair value of financial assets at fair value through profit or loss

(58)

 

(29)

Accrued interest, net

153

 

78

Unrealized initial recognition and changes in the fair value of biological assets

241

 

(109)

Changes in the net realizable value of agricultural produce after harvest

(115)

 

9

Provisions

10

 

11

Share of profit of subsidiaries, associates and joint ventures

265

 

12

Unrealized foreign exchange loss, net

885

 

118

Changes in operating assets and liabilities:

 

 

 

(Increase) / Decrease in biological assets

(357)

 

104

Decrease in inventories

95

 

4

(Increase) / Decrease in trade and other receivables

(100)

 

16

Increase in derivative financial instruments

(1)

 

-

Increase in trade and other payables

59

 

88

Decrease in payroll and social security liabilities

(10)

 

(19)

Net cash (used in) generated from operating activities before income tax paid

(91)

 

46

 

 

 

22


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 transactions occurred during the six-month periods ended as of December 31, 2015 and 2014:

 

 

12.31.15

 

12.31.14

Non-cash activities

 

 

 

Reimbursement of expired dividends

-

 

1

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

(36)

 

(3)

(Increase) / Decrease of interest in subsidiaries, associates and joint venture by exchange differences on translating foreign operations

(345)

 

184

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

-

 

48

Decrease in interest in subsidiaries, associates and joint ventures due to the reserve for tender offer to non-controlling interests

(121)

 

-

Dividends not collected

(2)

 

(1)

Share-based payments reserve

6

 

6

Stock plan granted

(4)

 

-

Repayment of non-convertible notes through a decrease in other receivables

(22)

 

-

Repayment of loan as a result of merger

-

 

(25)

 

17.  Trade and other payables

 

The detail of the Company’s trade and other payables as of December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Non-current

 

 

 

Taxes payable

1

 

1

Total non-current other payables

1

 

1

Total non-current trade and other payables

1

 

1

Current

 

 

 

Trade payables

109

 

66

Provisions

61

 

57

Sales, rent and services payments received in advance

12

 

2

Total current trade payables

182

 

125

Taxes payable

12

 

8

Deferred incomes

2

 

2

Total current other payables

14

 

10

Related parties (Note 30)

20

 

14

Total current trade and other payables

216

 

149

Total trade and other payables

217

 

150

 

 

23


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 December 31, 2015 and June 30, 2015 were as follows:

 

 

December 31,

2015

 

June 30,

2015

Current

 

 

 

Provision for vacations and bonuses

37

 

50

Social security payable

9

 

7

Salaries payable

1

 

-

Share-based payments

-

 

1

Total current payroll and social security liabilities

47

 

58

Total payroll and social security liabilities

47

 

58

 

19.          Provisions

 

The table below shows the movements in Company's provisions categorized by type of provision:

 

 

Labor and tax claims and other claims

 

Investments in subsidiaries, associates and joint ventures (i)

 

Total

As of June 30, 2014

2

 

-

 

2

Balance incorporated by merger with Cactus

1

 

-

 

1

Additions

1

 

8

 

9

As of June 30, 2015

4

 

8

 

12

Additions

2

 

3

 

5

Used during period

-

 

(8)

 

(8)

As of December 31, 2015

6

 

3

 

9

(i)   Corresponds to equity interests in subsidiaries, associates and joint ventures with negative equity.

 

 

24


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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:

 

 

December 31,

2015

 

June 30,

2015

Non-current

7

 

10

Current

2

 

2

 

9

 

12

 

20.          Borrowings

 

The detail of the Company’s borrowings as of December 31, 2015 and June 30, 2015 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Value as of

 

Secured / unsecured

 

Currency

 

Fixed / Floating

 

Effective

interest rate %

 

Nominal Value (in million)

 

December 31,

2015

 

June 30,

2015

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

CRESUD NCN Class XIV due 2018

Unsecured

 

US$

 

Fixed

 

1.50 %

 

32

 

417

 

290

CRESUD NCN Class XVI due 2018

Unsecured

 

US$

 

Fixed

 

1.50 %

 

109

 

1,432

 

999

CRESUD NCN Class XVIII due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

34

 

442

 

308

CRESUD NCN Class XIX due 2016

Unsecured

 

Ps.

 

Floating

 

Badlar + 350 bps

 

187

 

-

 

186

CRESUD NCN Class XX due 2017 (ii) (iv)

Unsecured

 

US$

 

Fixed

 

2.5 %

 

18

 

238

 

168

CRESUD NCN Class XXI due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 375 bps

 

192

 

192

 

-

CRESUD NCN Class XXII due 2019

Unsecured

 

US$

 

Fixed

 

4.00 %

 

22

 

289

 

-

Loan from Banco Ciudad

Unsecured

 

US$

 

Floating

 

Libor + 300 bps or 6% (the higher)

 

15

 

169

 

117

Loan from Banco de La Pampa

Unsecured

 

Ps.

 

Floating

 

Rate Survey PF 30-59 days

 

20

 

7

 

10

Non-current borrowings

 

 

 

 

 

 

 

 

 

 

3,186

 

2,078

 

 

 

25


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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)

 

December 31,

2015

 

June 30,

2015

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

CRESUD NCN Class XV due 2015

Unsecured

 

Ps.

 

Floating

 

23.67 %

 

176

 

-

 

121

CRESUD NCN Class XVI due 2018

Unsecured

 

US$

 

Fixed

 

1.50 %

 

109

 

8

 

5

CRESUD NCN Class XVII due 2016

Unsecured

 

Ps.

 

Floating

 

Badlar + 250 bps

 

176

 

173

 

173

CRESUD NCN Class XVIII due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

34

 

2

 

1

CRESUD NCN Class XIX due 2016

Unsecured

 

Ps.

 

Floating

 

Badlar + 350 bps

 

187

 

186

 

1

CRESUD NCN Class XX due 2017 (i) (iii)

Unsecured

 

US$

 

Fixed

 

2.50%

 

18

 

5

 

3

CRESUD NCN Class XXI due 2017

Unsecured

 

Ps.

 

Floating

 

Badlar + 375 bps

 

192

 

5

 

-

CRESUD NCN Class XXII due 2019

Unsecured

 

US$

 

Fixed

 

4.00%

 

22

 

(1)

 

-

Loan from Banco Ciudad

Unsecured

 

US$

 

Floating

 

Libor + 300 bps or 6% (the higher)

 

15

 

15

 

10

Loan from Banco de La Pampa

Unsecured

 

Ps.

 

Floating

 

Rate Survey PF 30-59 days

 

20

 

7

 

7

Loan from Banco de la Provincia de Buenos Aires

Unsecured

 

Ps.

 

Fixed

 

15.01% / 23%

 

107

 

129

 

7

Finance lease obligations

Secured

 

US$

 

Fixed

 

10.75%

 

-

 

1

 

-

Bank overdrafts

Unsecured

 

Ps.

 

Fixed

 

-

 

-

 

374

 

583

Current borrowings

 

 

 

 

 

 

 

 

 

 

904

 

911

Total borrowings

 

 

 

 

 

 

 

 

 

 

4,090

 

2,989

 

(i)    Includes an outstanding balance of Ps. 1 and Ps. 2 with ERSA and PAMSA, respectively, as of 12.31.15

(ii)   Includes an outstanding balance of Ps. 30, Ps. 17 and Ps. 85 with ERSA, IRSA CP and PAMSA, respectively, as of 12.31.15.

(iii)   Includes an outstanding balance of Ps. 1 and Ps. 2 with ERSA and PAMSA, respectively, as of 06.30.15.

(iv)  Includes an outstanding balance of Ps. 21 and Ps. 90 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:

 

 

December 31,

2015

 

June 30,

2015

CRESUD Class XIV NCN due 2018

418

 

291

CRESUD Class XVI NCN due 2018

1,425

 

993

CRESUD Class XVIII NCN due 2019

440

 

307

CRESUD Class XX NCN due 2017

238

 

166

CRESUD Class XXII NCN due 2019

298

 

-

Total

2,819

 

1,757

 

 

26


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended as of December 31, 2015 in Note 25 to Unaudited Condensed Interim Consolidated Financial Statements as of December 31, 2015.

 

21.          Taxation

 

The detail for the Company’s income tax is as follows:

 

 

December 31,

2015

 

December 31,

2014

Deferred income tax

290

 

105

Income tax

290

 

105

 

The gross movements on the deferred income tax account were as follows:

 

 

December 31,

2015

 

June 30,

2015

Beginning of the year

447

 

303

Reserve for changes in investment in subsidiaries

(26)

 

(50)

Charged to the income statement

290

 

194

End of the period / year

711

 

447

 

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:

 

 

December 31,

2015

 

December 31,

2014

Tax calculated at the tax applicable tax rate in effect

373

 

112

Permanent differences:

 

 

 

Share of profit of subsidiaries, associates and joint ventures

(92)

 

(3)

Non-taxable income

11

 

-

Miscellaneous permanent differences

(2)

 

(4)

Income tax expense

290

 

105

 

 

 

27


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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.          Shareholders’ Equity

 

See description of movements on Shareholder’s equity in Note 27 to the Unaudited Condensed Interim Consolidated Financial Statements as of December 31, 2015.

 

Company’s other reserves as of December 31, 2015 and 2014 were as follows:

 

 

Cost of treasury stock

Changes in interest in subsidiaries

Cumulative translation adjustment

Equity-settled compensation

Reserve for future dividends

Reserve for tender offer to non-controlling shareholders

Reserve for the acquisition of securities issued by the Company

Total other reserves

Balance as of June 30, 2015

(32)

54

463

82

-

-

32

599

Other comprehensive profit for the period

-

-

437

-

-

-

-

437

Total comprehensive profit for the period

-

-

437

-

-

-

-

437

Appropriation of retained earnings resolved by Shareholders’ Meeting held on October 30 and November 26, 2015:

 

 

 

 

 

 

 

 

- Reserve for future dividends

-

-

-

-

31

-

-

31

Equity-settled compensation

-

-

-

8

-

-

-

8

Equity incentive plan granted

-

-

-

(4)

-

-

-

(4)

Tender offer to non-controlling shareholders

-

-

-

-

-

(121)

-

(121)

Changes in interest in subsidiaries

-

63

-

-

-

-

-

63

Cumulative translation adjustment for interest held before business combination

-

-

(92)

-

-

-

-

(92)

Balance as of December 31, 2015

(32)

117

808

86

31

(121)

32

921

 

 

Cost of treasury stock

Changes in interest in subsidiaries

Cumulative translation adjustment

Equity-settled compensation

Reserve for new developments

Reserve for the acquisition of securities issued by the Company

Total other reserves

Balance as of June 30, 2014

(55)

(15)

634

70

17

200

851

Other comprehensive loss for the period

-

-

(184)

-

-

-

(184)

Total comprehensive loss for the period

-

-

(184)

-

-

-

(184)

Appropriation of retained earnings resolved by Shareholders’ Meeting held on November 17, 2014:

 

 

 

 

 

 

 

- Share distribution

55

-

-

-

-

(55)

-

Loss absorption:

 

 

 

 

 

 

 

- Reserve for repurchase of shares

-

-

-

-

-

(113)

(113)

- Reserve for new developments

-

-

-

-

(17)

-

(17)

Equity-settled compensation

-

-

-

6

-

-

6

Cost of treasury stock

(32)

-

-

-

-

-

(32)

Changes in interest in subsidiaries

-

(16)

-

-

-

-

(16)

Balance as of December 31, 2014

(32)

(31)

450

76

-

32

495

 

 

28


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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

 

 

December 31,

2015

 

December 31,

2014

Crops

345

 

342

Cattle

113

 

99

Dairy

31

 

35

Supplies

5

 

1

Leases and agricultural services

8

 

11

Total revenues

502

 

488

 

24.          Costs

 

 

December 31,

2015

 

December 31,

2014

Crops

442

 

511

Cattle

149

 

142

Dairy

63

 

65

Supplies

3

 

-

Leases and agricultural services

3

 

4

Other costs

3

 

4

Total costs

663

 

726

 

 

29


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended as of December 31, 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

 

1

 

224

 

-

 

-

 

-

 

225

Leases and expenses

 

-

 

1

 

-

 

1

 

-

 

2

Amortization and depreciation (i)

 

-

 

6

 

1

 

1

 

-

 

8

Changes in biological assets and agricultural produce

 

359

 

-

 

-

 

-

 

-

 

359

Advertising, publicity and other selling expenses

 

-

 

-

 

-

 

-

 

1

 

1

Maintenance and repairs

 

1

 

9

 

-

 

2

 

-

 

12

Payroll and social security expenses (Note 26)

 

1

 

39

 

2

 

37

 

2

 

81

Fees and payments for services

 

-

 

2

 

-

 

9

 

-

 

11

Freights

 

-

 

6

 

-

 

-

 

52

 

58

Bank commissions and expenses

 

-

 

1

 

-

 

1

 

3

 

5

Travel expenses and stationery

 

-

 

5

 

-

 

2

 

-

 

7

Conditioning and clearance

 

-

 

-

 

-

 

-

 

14

 

14

Director’s fees

 

-

 

-

 

-

 

11

 

-

 

11

Taxes, rates and contributions

 

-

 

5

 

-

 

1

 

14

 

20

Export expenses

 

-

 

-

 

-

 

-

 

25

 

25

Total expenses by nature

 

362

 

298

 

3

 

65

 

111

 

839

 

(i)   Includes Ps. 1 corresponding to shared services amortization.

 

 

30


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended as of December 31, 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

 

1

 

259

 

-

 

-

 

-

 

260

Leases and expenses

 

-

 

1

 

-

 

2

 

-

 

3

Amortization and depreciation (i)

 

1

 

4

 

1

 

1

 

-

 

7

Changes in biological assets and agricultural produce

 

399

 

-

 

-

 

-

 

-

 

399

Advertising, publicity and other selling expenses

 

-

 

-

 

-

 

-

 

1

 

1

Maintenance and repairs

 

1

 

10

 

1

 

2

 

-

 

14

Payroll and social security expenses (Note 26)

 

1

 

27

 

1

 

27

 

2

 

58

Fees and payments for services

 

-

 

2

 

-

 

4

 

-

 

6

Freights

 

-

 

6

 

-

 

-

 

53

 

59

Travel expenses and stationery

 

-

 

6

 

-

 

1

 

-

 

7

Bank commissions and expenses

 

-

 

-

 

-

 

2

 

2

 

4

Conditioning and clearance

 

-

 

-

 

-

 

-

 

11

 

11

Director’s fees

 

-

 

-

 

-

 

8

 

-

 

8

Taxes, rates and contributions

 

-

 

5

 

-

 

-

 

16

 

21

Total expenses by nature

 

403

 

320

 

3

 

47

 

85

 

858

 

(i)      Includes Ps. 1 corresponding to shared services amortization.

 

 

31


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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

 

 

December 31,

2015

 

December 31,

2014

Salaries, bonuses and social security costs

70

 

51

Other benefits and expenses

7

 

6

Share based payments

2

 

-

Pension costs – defined contribution plan

2

 

1

 

81

 

58

 

27.          Other operating results, net

 

 

December 31,

2015

 

December 31,

2014

Administration fees

2

 

1

Gain from commodity derivative financial instruments

4

 

2

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

-

 

(4)

Tax on shareholders’ personal assets

(5)

 

(6)

Contingencies

(1)

 

(3)

Transfer of consulting arrangement

-

 

10

Others

(1)

 

(1)

Total other operating results, net

(1)

 

(1)

 

 

 

32


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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

 

 

December 31,

2015

 

December 31,

2014

Finance income:

 

 

 

- Interest income

5

 

8

- Foreign exchange gains

47

 

8

Finance income

52

 

16

 

 

 

 

Finance costs:

 

 

 

- Interest expense

(158)

 

(86)

- Foreign exchange losses

(936)

 

(128)

- Other finance costs

(11)

 

(15)

Finance costs

(1,105)

 

(229)

 

 

 

 

Other finance results:

 

 

 

- Fair value gains of financial assets at fair value through profit or loss

58

 

29

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

99

 

(78)

Total other finance results

157

 

(49)

Total financial results, net

(896)

 

(262)

 

29.          Share based payments

 

See description of share-based payments in Note 34 to the Unaudited Condensed Interim Consolidated Financial Statements as of December 31, 2015.

 

 

 

 

 

33


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 December 31, 2015 and 2014.

 

The following is a summary of the balances with related parties as of December 31, 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

 

-

 

10

 

-

 

-

 

-

 

Share based payments

 

-

 

6

 

-

 

-

 

-

 

Non-convertible notes

 

23

 

-

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

Brasilagro Companhia Brasileira de Propriedades Agrícolas (“BrasilAgro”)

 

Reimbursement of expenses

 

-

 

2

 

(5)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA)

 

Reimbursement of expenses

 

-

 

1

 

-

 

-

 

-

 

Sale of goods and/or services

 

-

 

43

 

-

 

-

 

-

Helmir S.A.

 

Financial operations

 

-

 

1

 

-

 

-

 

-

Ombú Agropecuaria S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

 

 

Reimbursement of expenses

 

-

 

1

 

-

 

-

 

-

Agropecuaria Acres del Sud S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

Yatay Agropecuaria S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

Yuchán Agropecuaria S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

Futuros y Opciones.Com S.A.

 

Brokerage

 

-

 

6

 

-

 

-

 

-

 

MAT operations

 

-

 

1

 

-

 

-

 

-

 

Supplies sales transactions

 

-

 

-

 

(1)

 

-

 

-

Total Subsidiaries

 

 

 

23

 

81

 

(6)

 

-

 

-

 

 

34


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

Dividends receivable

 

-

 

2

 

-

 

-

 

-

 

 

Sale of goods and/or services

 

-

 

1

 

-

 

-

 

-

Total Associates

 

 

 

-

 

3

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

IRSA Propiedades Comerciales S.A.

 

Reimbursement of expenses

 

-

 

11

 

-

 

-

 

-

 

Share based payments

 

-

 

12

 

-

 

-

 

-

 

Non-convertible Notes

 

-

 

-

 

-

 

(17)

 

-

 

Corporate services

 

-

 

21

 

-

 

-

 

-

 

 

Leases

 

-

 

-

 

(2)

 

-

 

-

Emprendimiento Recoleta S.A.

 

Non-convertible Notes

 

-

 

-

 

-

 

(30)

 

(1)

Panamerican Mall S.A.

 

Non-convertible Notes

 

-

 

-

 

-

 

(85)

 

(2)

FyO Trading S.A.

 

Purchase of goods and/or services

 

-

 

5

 

(6)

 

-

 

-

Total Subsidiaries of the subsidiaries

 

 

 

-

 

49

 

(8)

 

(132)

 

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Related parties

 

 

 

 

 

 

 

 

 

 

 

 

Inversiones Financieras del Sur S.A.

 

Financial operations

 

-

 

7

 

-

 

-

 

-

La Rural S.A.

 

Reimbursement of expenses

 

-

 

-

 

(1)

 

-

 

-

Other Related parties

 

 

 

-

 

7

 

(1)

 

-

 

-

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

Director's fees

 

-

 

-

 

(5)

 

-

 

-

Total Directors and Senior Management

 

 

 

-

 

-

 

(5)

 

-

 

-

 

 

 

 

23

 

140

 

(20)

 

(132)

 

(3)

 

 

35


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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

 

-

 

-

 

-

 

Leases

 

-

 

-

 

(1)

 

-

 

-

 

Non-convertible notes

 

17

 

-

 

-

 

-

 

-

 

Share based payments

 

-

 

8

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

4

 

-

 

-

 

-

Brasilagro

 

Dividends receivables

 

-

 

54

 

-

 

-

 

-

 

Reimbursement of expenses

 

-

 

1

 

(3)

 

-

 

-

Sociedad Anónima Carnes Pampeanas

 

Sale of goods and/or services

 

-

 

32

 

-

 

-

 

-

S.A. (formerly EAASA)

 

Financial operations

 

-

 

2

 

-

 

-

 

-

Helmir S.A.

 

Financial operations

 

-

 

7

 

-

 

-

 

-

Ombú Agropecuaria S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

Agropecuaria Acres del Sud S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

Yatay Agropecuaria S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

Yuchán Agropecuaria S.A.

 

Administration fees

 

-

 

2

 

-

 

-

 

-

Futuros y Opciones.Com S.A.

 

Brokerage

 

-

 

20

 

-

 

-

 

-

 

Sale of inputs operations

 

-

 

3

 

-

 

-

 

-

 

MAT operations

 

-

 

-

 

(1)

 

-

 

-

Total Subsidiaries

 

 

 

17

 

156

 

(5)

 

-

 

-

 

 

 

36


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

Purchase of goods and/or services

 

-

 

-

 

(1)

 

-

 

-

 

Sale of goods and/or services

 

-

 

1

 

-

 

-

 

-

Total Associates

 

 

 

-

 

1

 

(1)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

IRSA Propiedades Comerciales S.A.

 

 

Reimbursement of expenses

 

-

 

6

 

-

 

-

 

-

 

Share based payments

 

-

 

17

 

-

 

-

 

-

 

Corporate services

 

-

 

35

 

-

 

-

 

-

Emprendimiento Recoleta S.A.

 

Non-convertible Notes

 

-

 

-

 

-

 

(21)

 

(1)

Panamerican Mall S.A.

 

Non-convertible Notes

 

-

 

-

 

-

 

(90)

 

(2)

Total Subsidiaries of the subsidiaries

 

 

 

-

 

58

 

-

 

(111)

 

(3)

 

Other Related parties

 

 

 

 

 

 

 

 

 

 

 

 

Consultores Asset Management S.A. (CAMSA)

 

Fees provision

 

-

 

-

 

(7)

 

-

 

-

 

Reimbursement of expenses

 

-

 

2

 

-

 

-

 

-

Inversiones Financieras del Sur S.A.

 

Financial operations

 

-

 

59

 

-

 

-

 

-

Other Related parties

 

 

 

-

 

61

 

(7)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

Director's fees

 

-

 

-

 

(1)

 

-

 

-

Total Directors and Senior Management

 

 

 

-

 

-

 

(1)

 

-

 

-

 

 

 

 

17

 

276

 

(14)

 

(111)

 

(3)

 

 

 

37


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended as of December 31, 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.

 

(1)

 

 

 

-

 

-

 

16

 

 

 

7

 

-

Futuros y Opciones.Com S.A.

 

-

 

 

 

-

 

(4)

 

-

 

 

 

-

 

-

FyO Trading S.A.

 

-

 

 

 

2

 

(2)

 

-

 

 

 

-

 

-

Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA)

 

-

 

 

 

43

 

-

 

-

 

 

 

-

 

-

Helmir S.A.

 

-

 

 

 

-

 

-

 

-

 

 

 

1

 

-

Total Subsidiaries

 

(1)

 

 

 

45

 

(6)

 

16

 

 

 

8

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

-

 

-

 

1

 

-

 

-

 

-

 

-

 

-

Total Associates

 

-

 

-

 

1

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emprendimiento Recoleta S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

(9)

 

-

Panamerican Mall S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

(26)

 

-

IRSA Propiedades Comerciales S.A.

 

(1)

 

-

 

-

 

-

 

40

 

-

 

(7)

 

-

Granos Olavarría S.A.

 

-

 

-

 

6

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries of the subsidiaries

 

(1)

 

-

 

6

 

-

 

40

 

-

 

(42)

 

-

 

 

 

38


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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.

 

-

 

-

 

-

 

-

 

-

 

-

 

(1)

 

-

Total Associates of the subsidiaries

 

-

 

-

 

-

 

-

 

-

 

-

 

(1)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estudio Zang, Bergel & Viñes

 

-

 

-

 

-

 

-

 

-

 

(1)

 

-

 

-

Inversiones Financieras del Sur S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

3

 

-

Hamonet S.A.

 

(1)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total Other Related parties

 

(1)

 

-

 

-

 

-

 

-

 

(1)

 

3

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(11)

Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(3)

Total Directors and Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(14)

 

 

(3)

 

-

 

52

 

(6)

 

56

 

(1)

 

(32)

 

(14)

 

 

 

39


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 six-month period ended as of December 31, 2014:

 

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.

 

-

 

-

 

-

 

-

 

14

 

-

 

4

 

-

BrasilAgro

 

-

 

-

 

11

 

-

 

-

 

-

 

1

 

-

Futuros y Opciones.Com S.A.

 

-

 

-

 

-

 

(1)

 

-

 

-

 

-

 

-

Sociedad Anónima Carnes Pampeanas S.A. (formerly EAASA)

 

-

 

-

 

60

 

-

 

-

 

-

 

-

 

-

Total Subsidiaries

 

-

 

-

 

71

 

(1)

 

14

 

-

 

5

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agro-Uranga S.A.

 

-

 

-

 

7

 

-

 

-

 

-

 

-

 

-

Total Associates

 

-

 

-

 

7

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries of the subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Panamerican Mall S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

(1)

 

-

IRSA Propiedades Comerciales S.A. (formerly company due to change of corporate name of ALTO PALERMO S.A. (APSA))

 

-

 

-

 

-

 

-

 

29

 

-

 

2

 

-

Total Subsidiaries of the subsidiaries

 

-

 

-

 

-

 

-

 

29

 

-

 

1

 

-

 

 

40


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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.

 

-

 

-

 

-

 

-

 

-

 

-

 

(13)

 

-

Total Associates of the subsidiaries

 

-

 

-

 

-

 

-

 

-

 

-

 

(13)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inversiones Financieras del Sur S.A.

 

-

 

-

 

-

 

-

 

-

 

-

 

5

 

-

Total Other Related parties

 

-

 

-

 

-

 

-

 

-

 

-

 

5

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Senior Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(8)

Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(3)

Total Directors and Senior Management

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(11)

 

 

-

 

-

 

78

 

(1)

 

43

 

-

 

(2)

 

(11)

 

 

 

41


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 millions of 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 12.31.15

Value recorded as of 06.30.15

Market value as of 12.31.15

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

966

830

Rs. 11.03

Agricultural

Brazil

875

119

2,401

40.24%

 

Higher value

 

83

83

 

 

 

 

 

 

 

 

Goodwill

 

9

8

 

 

 

 

 

 

 

 

Intergroup transactions

 

(1)

(1)

 

 

 

 

 

 

 

 

 

 

1,057

920

 

 

 

 

 

 

 

Doneldon S.A.

Shares

262,664,792

473

387

Not publicly traded

Agricultural

Uruguay

263

(10)

315

100.00%

 

Intergroup transactions

 

(158)

(158)

 

 

 

 

 

 

 

   

 

315

229

 

 

 

 

 

 

 

Futuros y Opciones.Com S.A.

Shares

972,614

22

17

Not publicly traded

Brokerage

Argentina

2

12

37

59.59%

 

 

 

22

17

     

 

 

 

 

FyO Trading S.A.

Shares

4,832

-

-

Not publicly traded

Brokerage

Argentina

-

2

2

2.20%

 

 

 

-

-

     

 

 

 

 

Helmir S.A.

Shares

548,347,685

302

205

Not publicly traded

Investment

Uruguay

91

69

330

100.00%

 

Intergroup transactions

 

(3)

(3)

     

 

 

 

 

 

 

 

299

202

     

 

 

 

 

Sociedad Anónima Carnes Pampeanas S.A.

Shares

64,808,660

30

(9)

Not publicly traded

Agroindustrial

Argentina

86

(17)

30

98.25%

 

 

 

30

(9)

     

 

 

 

 

 

 

 

43


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 12.31.15

Value recorded as of 06.30.15

Market value as of 12.31.15

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

1,206

1,593

12.65

Real Estate

Argentina

575

(136)

2,616

63.40%

Representaciones S.A.

Intergroup transactions

 

(222)

(222)

     

 

 

 

 

 

Higher value

 

92

99

     

 

 

 

 

 

Goodwill

 

14

15

     

 

 

 

 

 

 

 

1,090

1,485

     

 

 

 

 

Total Subsidiaries

 

 

2,813

2,844

     

 

 

 

 

   

 

 

 

     

 

 

 

 

Associates

 

 

 

 

     

 

 

 

 

Granos Olavarría S.A.

Shares

264

-

-

Not publicly traded

Warehousing and

Argentina

1

9

19

2.20%

 

Goodwill

 

-

-

 

Brokerage

 

 

 

 

 

   

 

 

-

     

 

 

 

 

Agromanagers S.A.

Shares

981,029

3

2

Not publicly traded

Investment

Argentina

2

2

6

46.84%

 

Goodwill

 

1

1

 

 

 

 

 

 

 

   

 

4

3

 

 

 

 

 

 

 

Agrofy S.A.

Shares

45,230

(3)

-

Not publicly traded

Advertising

Argentina

-

(6)

(6)

45.23%

   

 

(3)

-

 

 

 

 

 

 

 

Agrouranga S.A.

Shares

893,069

23

19

Not publicly traded

Agricultural

Argentina

3

18

63

35.72%

 

Higher value

 

11

11

 

 

 

 

 

 

 

   

 

34

30

 

 

 

 

 

 

 

Total Associates

 

 

35

33

 

 

 

 

 

 

 

Total investments in subsidiaries, associates and joint ventures as of 12.31.15

 

 

(*) 2,848

 

 

 

 

 

 

 

 

Total investments in associates and joint ventures as of 06.30.15

 

 

 

(*) 2,877

 

 

 

 

 

 

 

(*) Includes a balance of Ps. (3) and Ps. (8) reflecting interests in companies with negative equity as of December 31, 2015 and June 30, 2015, respectively, which is reclassified to “Provisions” (Note 19).

 

 

44


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 12.31.15

Total as of 12.31.14

Beginning of the period

407

337

-

744

563

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

104

-

-

104

76

Changes in the net realizable value of agricultural produce after harvest

-

115

-

115

(9)

Increase due to harvest

-

112

-

112

247

Purchases and classifications

-

192

-

192

226

Consume

-

(129)

-

(129)

(158)

Expenses incurred

-

-

3

3

3

End of the period

(421)

(358)

-

(779)

(545)

Cost as of 12.31.15

90

269

3

362

-

Cost as of 12.31.14

86

313

4

-

403

 

 

 

 

 

45


 
 

Cresud Sociedad Anónima,

Comercial, Inmobiliaria, Financiera y Agropecuaria

 

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

 (All amounts in millions of 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 December 31, 2015 and June 30, 2015 are as follows:

 

Items

 

Amount of foreign currency

 

Prevailing exchange rate (1)

 

Total as of 12.31.15

 

Amount of foreign currency

 

Prevailing exchange rate (2)

 

Total as of 06.30.15

Assets

 

 

 

 

 

   

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

   

 

 

 

 

 

US Dollar

 

24

 

12.94

 

315

 

2

 

8.988

 

16

Total cash and cash equivalents

 

 

 

 

 

315

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

1

 

12.94

 

11

 

1

 

8.988

 

12

Receivables with related parties:

 

 

 

 

 

-

 

 

 

 

 

 

US Dollar

 

1

 

13.04

 

9

 

7

 

9.088

 

66

Brazilian Reais

 

 

 

 

 

-

 

16

 

3.350

 

54

Total trade and other receivables

 

 

 

 

 

20

 

 

 

 

 

132

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Investments with related parties:

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

2

 

13.04

 

23

 

2

 

9.088

 

17

Total investment in financial assets

 

 

 

 

 

23

 

 

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

2

 

13.04

 

26

 

3

 

9.088

 

31

Payables with related parties:

 

 

 

 

 

 

 

 

 

 

 

 

Brazilian Reais

 

1

 

4.70

 

5

 

1

 

3.350

 

3

Total trade and other payables

 

 

 

 

 

31

 

 

 

 

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

US Dollar

 

232

 

13.04

 

3,028

 

210

 

9.088

 

1,912

Total borrowings

 

 

 

 

 

3,028

 

 

 

 

 

1,912

 

(1)  Exchange rate as of December 31, 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 millions of 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 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 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.          Subsequent events

 

See subsequent events in Note 38 to the Unaudited Condensed Interim Consolidated Financial Statements.

           

 

 

47


 
 

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 December 31, 2015

Stated in millions 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

12.31.15

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

-

33

-

287

1

-

-

-

-

-

-

321

 

Income tax credit and deferred income tax

-

-

763

-

-

-

37

-

-

-

-

800

 

Total

-

33

763

287

1

-

37

-

-

-

-

1,121

Liabilities

Trade and other payables

-

7

-

209

-

-

-

1

-

-

-

217

 

Borrowings

-

-

-

579

117

202

6

668

953

1,476

89

4,090

 

Payroll and social security liabilities

-

-

-

21

-

26

-

-

-

-

-

47

 

Provisions

-

2

7

-

-

-

-

-

-

-

-

9

 

Total

-

9

7

809

117

228

6

669

953

1,476

89

4,363

 

 

 

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 December 31, 2015

Stated in millions 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

300

21

321

-

-

-

300

21

321

 

Income tax credit and deferred income tax

37

-

37

763

-

763

800

-

800

 

Total

337

21

358

763

-

763

1,100

21

1,121

Liabilities

Trade and other payables

186

30

216

1

-

1

187

30

217

 

Borrowings

875

29

904

198

2,988

3,186

1,073

3,017

4,090

 

Payroll and social security liabilities

47

-

47

-

-

-

47

-

47

 

Provisions

2

-

2

7

-

7

9

-

9

 

Total

1,110

59

1,169

206

2,988

3,194

1,316

3,047

4,363

               

 

4.b.     Breakdown of accounts receivable and liabilities by adjustment clause.

 

On December 31, 2015 there are no receivable and liabilities subject to adjustment clause.

 

 

 

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 December 31, 2015

Stated in millions 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

1

1

319

321

-

-

-

-

1

1

319

321

 

Income tax credit and deferred income tax

-

-

37

37

-

-

763

763

-

-

800

800

 

Total

1

1

356

358

-

-

763

763

1

1

1,119

1,121

Liabilities

Trade and other payables

-

-

216

216

-

-

1

1

-

-

217

217

 

Borrowings

503

375

26

904

2,813

368

5

3,186

3,316

743

31

4,090

 

Payroll and social security liabilities

-

-

47

47

-

-

-

-

-

-

47

47

 

Provisions

-

-

2

2

-

-

7

7

-

-

9

9

 

Total

503

375

291

1,169

2,813

368

13

3,194

3,316

743

304

4,363

 

 

 

 

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 December 31, 2015

Stated in millions 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

40.24%

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

63.40% (2)

FyO Trading S.A.

Argentina

Brokerage

2.20%

Sociedad Anónima Carnes Pampeanas

Argentina

Agro-industrial

98.25%

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 December 31, 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.

 

 

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 December 31, 2015

Stated in millions 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

483

Vehicles

Third parties, theft, fire and civil liability

18

5

 

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.

 

 

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 December 31, 2015

Stated in millions 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.

 

 

 

 

 

53


 
 

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 December 31, 2015, the statement of income and comprehensive income for the six and three-month period ended December 31, 2015, the statement of changes in shareholders’ equity and the statement of cash flows for the six-month period ended December 31, 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.

 

Emphasis paragraph

 

Without modifying our conclusion, we want to refer to the information included in Note 6 to the unaudited condensed interim separate financial statements.

 

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;

 

 


 
 

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

 

REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL STATEMENTS (Continued)

 

 

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;

 

d)          at December 31, 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. 6,905,734 which was no callable at that date.

 

 

 

 

Autonomous City of Buenos Aires, February 11, 2016

 

 

 

 

 

 

 

 

 

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 December 31, 2015

 

Buenos Aires, February 11, 2016 - 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 six months of fiscal year 2016 ended December 31, 2015.

Consolidation of IDB Development Corporation

On October 11, 2015, the Group acquired control of the Israeli company IDB Development Corporation Ltd. (“IDBD”). During this quarter, the consolidation will be reflected in the balance sheet, and as from the third quarter, it will also be disclosed at income statement level. IDBD’s fiscal year-end is on December 31 of each year, whereas the Company’s is on June 30. Moreover, in compliance with Israeli regulations, IDBD reports its quarterly and annual results after the expiration of the Argentine statutory terms. For such reasons, the Company will be unable to have available IDBD’s quarterly results as and when due in order to report them to the CNV in its financial statements for the period ended December 31, 2015. Therefore, the Company will consolidate results from IDBD’s operations with a three-month mismatch, adjusted by the effects of material transactions occurred during the reported period. In this way, the results of IDBD’s operations for the period running from October 11, 2015 (date of acquisition) until December 31, 2015 will be included in the interim comprehensive results of the Group for the nine-month period ending on March 31, 2016.

 

IDBD is one of the largest and most diversified holding companies in Israel. Through its subsidiaries, associates, joint ventures and other investments, IDBD is engaged in numerous markets and industry sectors in Israel and other countries, including real estate (Property & Building Corporation), supermarkets (Shufersal), agroindustry (Adama), insurance (Clal Holdings Insurance Enterprises, hereinafter Clal), and telecommunications (Cellcom). IDBD’s shares are listed in the Tel Aviv Stock Exchange (“TASE”) since May 2014.

 

Significant assets have been added in various industries in which the Group did not have investments until to date, as well as liabilities for loans taken by IDB and its subsidiaries.

 

The company is conducting the “Purchase Price Allocation” process. As of December 31, 2015, the degree of progress was 50%, and the expected completion date is June 30, 2016.

 

We have decided to report our operations based on our main business lines: “Agricultural” and “Urban and Investments” derived from our subsidiary IRSA, which will be in turn subdivided into two operating centers: “Argentina” (including the businesses in Argentina and the international investments in the Lipstick Building in New York and the Condor Hospitality Trust hotel REIT) and “Israel” (including IDBD). From the next quarter onwards, results will be disclosed according to this breakdown.

 

Highlights

The 2016 season has been developing under the “El Niño” pattern, 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, in light of the macroeconomic conditions and the industry’s profitability equation recorded until December 2015, we slightly reduced the area leased to third parties.

 

 

1

 


 

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

Summary as of December 31, 2015

 

 

In December 2015, Argentina’s new government announced the elimination of withholding taxes on corn and wheat and reduced by 5 pp. withholding taxes on soybean, down to 30% from 35%. These measures, coupled with the release of foreign exchange restrictions and the depreciation of the exchange rate, are much favorable for the Argentine agricultural industry in a context of extremely depressed commodity prices.

 

In anticipation of the changes in the market conditions, we modified our farming plan by increasing corn and reducing soybean planting during this season. Moreover, as optimum planting conditions in the Argentine northern region, where we have large extensions of arable lands, occur in the month of January, we were able to adequate planting to the new scenario.

 

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 six months 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, excluding expenses involved in the transfer of assets to IRSA Propiedades Comerciales S.A. in December 2014 and sales of investment properties, grew 28.3% in the first six months of 2016, reaching ARS 1,024.6 million.

Consolidated Results

 

In ARS Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

1,767

1,401

26.1%

3,391

2,914

16.4%

Costs

(1,336)

(1,245)

7.3%

(2,531)

(2,490)

1.6%

Initial recognition and changes in the net realizable value of biological assets and agricultural products at the point of harvest

383

438

(12.6%)

580

720

(19.4%)

Changes in the net realizable value of agricultural products after harvest

123

6

1950.0%

114

(16)

-

Gross profit

937

600

56.2%

1,554

1,128

37.8%

Gain from disposal of investment properties

638

479

33.2%

1,022

796

28.4%

Gain from disposal of farmlands

-

-

-

-

-

-

General and administrative expenses

(205)

(136)

50.7%

(399)

(275)

45.1%

Selling expenses

(137)

(105)

30.5%

(284)

(227)

25.1%

Other profit from operations, net

155

38

307.9%

166

48

245.8%

Profit from operations

1,388

876

58.4%

2,059

1,470

40.1%

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

94

(571)

-

(403)

(674)

(40.2%)

Profit from operations before financing and taxation

1,482

305

385.9%

1,656

796

108.0%

Financial results, net

(2,498)

(353)

607.6%

(2,946)

(690)

327.0%

(Loss)/ Profit before income tax

(1,016)

(48)

2016.7%

(1,290)

106

-

Income tax expense

81

(139)

-

(8)

(270)

(97.0%)

Net (Loss) / Income

(935)

(187)

400.0%

(1,298)

(164)

692.6%

             

Attributable to:

           

Cresud’s Shareholders

(485)

(94)

416.0%

(777)

(216)

259.7%

Non-controlling interest

(450)

(93)

383.8%

(521)

52

-

 

 

2

 


 

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

Summary as of December 31, 2015

 

 

      During the first six months of fiscal year 2016 our revenues were 16.4% higher than in the same period of the previous fiscal year. This was mainly due to a 24.3% increase in revenues from the urban segment, offset by a slight decrease of 0.5% in the agricultural segment.

      Gross profit rose 37.8% during the first six months of fiscal year 2016, mainly due to a 23.3% increase in gross profit from the urban segment and a 119.2% increase in gross profit from the agricultural segment.

      Moreover, profit from operations grew 40.1% during the first six months of 2016, mainly explained by the sales of office floors in Maipú 1300, Intercontinental Plaza, Catalinas and Juana Manso 295 (“Dique IV”) buildings by our subsidiary IRSA.

      Despite the increase in profit from operations, we recorded a net loss of ARS 1,298 million compared to a net loss of ARS 164 million in the same period of fiscal year 2015, mainly due to:

-       a decrease in the value of the investment held by our subsidiary IRSA in IDB Development Corporation, which changed its valuation method in the first quarter of fiscal year 2016, without impact in the second quarter due to the consolidation.

-       starting this quarter, with the consolidation, the company registered a loss of ARS 797 million due to the decrease in the market price of the insurance company Clal, which is an asset held for sale.

-       lower net financial results and higher losses from exchange rate differences due to the depreciation of the peso vis-à-vis the dollar in December 2015 which impacted a big part of our dollar-denominated indebtedness. Avoiding bigger losses in the net income due to hedging a part of our dollar denominated debt with exchange rate futures.

 

 

3

 


 

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

Summary as of December 31, 2015

 

Description of Operations by Segment

 

6M 2016

6M 2015

Variation

In ARS Million

Agri

Urban

Total

Agri

Urban

Total

Agri

Urban

Total

Revenues

1,296

1,586

2,882

1,302

1,276

2,578

(0.5%)

24.3%

11.8%

Costs

(1,619)

(384)

(2,003)

(1,825)

(301)

(2,126)

(11.3%)

27.6%

(5.8%)

Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest

575

-

575

706

-

706

(18.6%)

-

(18.6%)

Changes in the net realizable value of agricultural products after harvest

114

-

114

(16)

-

(16)

-

-

-

Gross profit

366

1,202

1,568

167

975

1,142

119.2%

23.3%

37.3%

Gain from disposal of investment properties

-

1,022

1,022

-

796

796

-

28.4%

28.4%

Gain from disposal of farmlands

-

-

-

20

-

20

(100.0%)

-

(100.0%)

General and administrative expenses

(128)

(277)

(405)

(114)

(165)

(279)

12.3%

67.9%

45.2%

Selling expenses

(167)

(121)

(288)

(144)

(85)

(229)

16.0%

42.4%

25.8%

Other operating results, net

45

123

168

(18)

67

49

-

83.6%

242.9%

Profit / (loss) from operations

116

1,949

2,065

(89)

1,588

1,499

-

22.7%

37.8%

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

4

(403)

(399)

(3)

(688)

(691)

-

(41.4%)

(42.3%)

Segment Profit / (Loss)

120

1,546

1,666

(92)

900

808

-

71.8%

106.2%

 

Our Portfolio

Our portfolio is composed of 282,489 hectares in operation and 461,960 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.

 

 

 

 

 

4

 


 

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

Summary as of December 31, 2015

 

Breakdown of Hectares (*)

(Own and under Concession)

 

 

Productive Lands

Land Reserves

 

Agricultural

Beef Cattle / Milk

Under Development

Reserved

Total

Argentina

71,936

158,591(**)

3,042

325,044

558,613

Brazil

30,496

5,953

4,415

83,492

124,356

Bolivia

8,685

-

-

3,848

12,533

Paraguay

5,701

1,127

2,350

49,576

58,754

Total

116,818

165,671

9,807

461,960

754,256

 

* Includes Brazil at 100%, Cresca at 50%, Agro-Uranga 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 have a bearing on the global values of farmlands.

During the first six months of fiscal year 2016, following our sale of 4 farms for ARS 814.3 million in fiscal year 2015, operating profit from this segment decreased by ARS 14 million due to the sale of the 24,624 hectare farm in CRESCA in the same semester of the previous year, while we made no sales during the period under review.

 

In ARS Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

-

-

 

-

-

 

Costs

(1.7)

(1.5)

12.2%

(4.1)

(4.2)

(2.2%)

Gross loss

(1.7)

(1.5)

12.2%

(4.1)

(4.2)

(2.2%)

Gain from disposal of farmlands

-

(0.7)

-

-

20.3

-

Loss from operations

(2.1)

(2.9)

(27.7%)

(4.9)

9.2

-

Segment loss

(2.1)

(2.9)

(27.7%)

(4.9)

9.2

-

 

 

 

 

 

 

 

 

5

 


 

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

Summary as of December 31, 2015

 

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 50%.

 

      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 Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

191.1

171.4

11.5%

461.5

501.8

(8.0%)

Costs

(376.6)

(489.3)

(23.0%)

(684.6)

(927.2)

(26.2%)

Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest

220.4

334.2

(34.0%)

318.1

495.2

(35.8%)

Changes in the net realizable value of agricultural products after harvest

123.0

6.1

1926.5%

114.1

(16.0)

-

Gross profit

157.9

22.3

608.0%

209.1

53.8

288.5%

General and administrative expenses

(34.9)

(35.1)

(0.6%)

(71.6)

(74.0)

(3.2%)

Selling expenses

(42.8)

(28.4)

50.7%

(105.6)

(79.0)

33.7%

Other operating results, net

17.6

(12.8)

-

39.3

(10.2)

-

Profit / (loss) from operations

97.9

(54.0)

-

71.2

(109.4)

-

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

6.4

(2.0)

-

6.3

(3.0)

-

Segment Income / (loss)

104.3

(56.0)

-

77.5

(112.4)

-

Sugarcane

In ARS Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

67.2

51.0

31.8%

168.9

151.2

11.7%

Costs

(117.2)

(94.4)

24.2%

(260.4)

(245.6)

6.0%

Initial Recognition and Changes in the net realizable value of biological assets and agricultural products at the point of harvest

68.3

31.8

115.1%

119.8

99.0

21.0%

Changes in the net realizable value of agricultural products after harvest

-

-

-

-

-

-

Gross profit / (loss)

18.3

(11.6)

-

28.3

4.6

512.9%

General and administrative expenses

(6.6)

(4.4)

49.2%

(13.2)

(9.8)

34.9%

Selling expenses

(1.6)

0.6

-

(4.3)

(4.3)

0.9%

Other operating results, net

1.2

(3.3)

-

1.1

(3.2)

-

Profit / (loss) from operations

11.3

(18.7)

-

11.9

(12.7)

-

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

-

-

-

-

-

-

Segment profit / (loss)

11.3

(18.7)

-

11.9

(12.7)

-

 

 

 

6

 


 

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

Summary as of December 31, 2015

 

Operations

Production Volume (1)

6M16

6M15

6M14

6M13

6M12

Corn

174,105

222,456

79,336

86,378

117,396

Soybean

12,064

18,464

14,269

11,787

15,608

Wheat

14,798

15,650

11,875

3,878

17,212

Sorghum

448

1,335

3,789

5,078

5,522

Sunflower

-

785

-

288

1,293

Other

5,284

2,716

1,283

4,033

4,971

Total Crops (tons)

206,698

261,406

110,552

111,441

162,003

Sugarcane (tons)

877,396

673,575

477,235

806,102

618,586

 (1) Includes BrasilAgro, CRESCA at 50%. Excludes Agro-Uranga.

 

 

Volume of

6M16

6M15

6M14

6M13

6M12

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

107.9

23.6

131.5

219.8

0.0

219.8

149.1

0.0

149.1

151.7

10.2

161.9

120.6

0.0

120.6

Soybean

86.9

8.6

95.5

76.4

14.2

90.6

63.9

3.0

66.9

29.4

5.5

34.9

62.6

2.1

64.7

Wheat

6.0

28.9

34.9

3.3

0.0

3.3

3.7

0.0

3.7

7.5

0.0

7.5

4.7

0.0

4.7

Sorghum

0.3

0.0

0.3

0.6

0.0

0.6

3.2

0.0

3.2

4.0

0.0

4.0

0.0

0.0

0.0

Sunflower

4.7

0.0

4.7

1.8

0.0

1.8

5.8

0.0

5.8

2.2

0.0

2.2

8.0

0.0

8.0

Other

2.7

0.0

2.7

0.7

0.0

0.7

5.6

0.0

5.6

10.3

0.0

10.3

16.3

0.0

16.3

Total Crops (thousands of tons)

208.50

61.1

269.6

302.6

14.2

316.8

231.3

3.0

234.3

205.1

15.7

220.8

212.2

2.1

214.3

Sugarcane (thousands of tons)

827.3

0.0

827.3

680.4

0.0

680.4

540.5

0.0

540.5

888.6

0.0

888.6

415.8

0.0

415.8

D.M.: Domestic market

F.M.: Foreign market

(1) Includes BrasilAgro, CRESCA at 50%. Excludes Agro-Uranga.

 

      The Crops segment increased by ARS 189.9 million during the first six months of fiscal year 2016 as compared to the same period of the previous fiscal year, mainly due to:

·         higher income from sales, driven by rising prices and higher volumes of wheat sold, along with lower sale costs of soybean;

·         an increase in the net realizable value of agricultural products after harvest mainly originated in a general rise in prices toward the end of the semester following the elimination of withholding taxes on wheat and corn, and the reduction from 35 to 30% in withholding taxes on soybean, along with the devaluation of the Argentine peso by approximately 40%; and

·         an increase in gains from soybean hedging transactions.

 

      The Sugarcane segment increased by ARS 24.6 million in the first six months of fiscal year 2016 as compared to the same period of the previous fiscal year, mainly explained by:

·         higher income from sales by ARS 12.4 million, mainly derived from Brazil, due to the 26.6% increase in volumes sold, partially offset by a drop in average sale prices in pesos caused by the appreciation of the peso against the Reais in the period under review;

 

 

7

 


 

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

Summary as of December 31, 2015

 

·         an increase in production income of ARS 6.7 million in Brazil mainly due to a 34.5% rise in production, favorably impacted by an increase of 43.6% in the planted area, offset by lower yields; and

·         an increase in production income from Bolivia of ARS 4.6 million, mainly due to a 15.8% increase in yields and a 32.4% rise in prices.

 

Area in Operation - Crops (hectares)1

As of 12/31/15

As of 12/31/14

YoY Var

Own farms

113,180

129,168

(12.4%)

Leased farms

33,129

53,815

(38.4%)

Farms under concession

24,602

17,458

40.9%

Own farms leased to third parties

2,373

8,752

(72.9%)

Total Area Assigned to Crop Production

173,285

209,193

(17.2%)

 

The area assigned to the crop segment decreased by 17.2% as compared to the same period of the previous fiscal year, mainly due to the smaller area resulting from the sale of farms made in fiscal year 2015, mainly in Brazil, and smaller area leased to third parties in Argentina.

II.b) Cattle and Dairy Production

During the first six months of fiscal year 2016 we recorded mixed results in our cattle and dairy business in Argentina, reflecting the combined effect of lower beef production volumes, a slight decrease in milk production due to a smaller amount of milking cows, an increase in daily milk production per cow and an increase in livestock prices, accompanied by a slight decrease in milk prices.

 

 

Production Volume (1)

6M16

6M15

6M14

6M13

6M12

Cattle herd (tons)

3,717

4,124

3,676

3,748

4,486

Milking cows (tons)

311

227

276

238

286

Beef cattle (tons)

4,028

4,350

3,952

3,987

4,772

Milk (thousands of liters)

9,082

9,129

10,129

9,450

9,210

(1) Includes BrasilAgro, CRESCA at 50%. Excludes Agro-Uranga S.A.

 

Volume of

6M16

6M15

6M14

6M13

6M12

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

Cattle herd

5.7

0.0

5.7

6.2

0.0

6.2

7.2

0.0

7.2

4.3

0.0

4.3

6.8

0.0

6.8

Milking cows

0.3

0.0

0.3

0.3

0.0

0.3

0.2

0.0

0.2

0.2

0.0

0.2

0.1

0.0

0.1

Beef cattle (thousands of tons)

6.0

0.0

6.0

6.5

0.0

6.5

7.4

0.0

7.4

4.5

0.0

4.5

6.9

0.0

6.9

Milk (millions of liters)

8.7

0.0

8.7

8.8

0.0

8.8

9.9

0.0

9.9

9.1

0.0

9.1

9.1

0.0

9.1

 


[1] Includes surface area under double cropping, all the farms in Argentina, Bolivia, Paraguay and Brazil, and AgroUranga (Subsidiary – 35.72%).

 

 

8

 


 

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

Summary as of December 31, 2015

 

D.M.: Domestic market

F.M: Foreign market

(1) Includes BrasilAgro, CRESCA at 50%. Excludes Agro-Uranga

 

 

Cattle

In ARS Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

59.8

36.5

63.7%

117.8

98.9

19.2%

Costs

(75.8)

(61.0)

24.2%

(154.4)

(143.7)

7.4%

Initial Recognition and Changes in the value of biological assets and agricultural products

75.7

43.6

73.6%

104.0

72.8

42.8%

Changes in the net realizable value of agricultural products

0.4

-

-

0.4

0.0

-

Gross profit

60.2

19.2

213.7%

67.7

28.0

142.3%

Profit from operations

45.6

9.5

380%

37.8

3.1

1,125.1%

Segment Profit

45.6

9.5

380%

37.8

3.1

1,126.7%

      Gross profit from the Cattle segment increased 19.2%, mainly due to a 32% increase in livestock prices, partially offset by a reduction in beef cattle volumes in Argentina. Cost of sales increased to a lower extent, thus resulting in a higher margin.

      Holding results increased 130% due to the higher prices of all livestock categories, offset by a reduction in production income, which was affected by smaller livestock production volumes, thus explaining the ARS 39.7 million increase in gross profit from the Beef Cattle segment for the first six months of fiscal year 2016 compared to the same period of 2015.

 

 

As of 12/31/15

As of 12/31/14

YoY Var

Own farms

71,938

75,132

(4,3%)

Leased farms

12,635

13,501

(6,4%)

Farms under concession

820

869

(5,6%)

Own farms leased to third parties

6,023

5,078

(18,6%)

Total Area Assigned to Beef Cattle Production

91,415

94,580

(3,3%)

 

      We decreased by 3.3% 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 12/31/15

As of 12/31/14

Breeding stock

54,354

54,226

Winter grazing stock

12,545

13,118

Milk farm stock

5,473

6,375

Total Stock (heads)

72,372

73,719

 

 

 

9

 


 

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

Summary as of December 31, 2015

 

Dairy

In ARS Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

13.5

18.0

(25.3%)

31.0

35.5

(12.7%)

Costs

(28.9)

(31.9)

(9.5%)

(62.5)

(64.8)

(3.5%)

Initial recognition and changes in the net realizable value of biological assets and agricultural products at the point of harvest

16.8

21.4

(21.6%)

32.8

38.6

(15.1%)

Gross profit

1.4

7.5

(81.8%)

1.3

9.4

(86.5%)

Profit / (loss) from operations

(1.1)

5.8

-

(3.9)

5.4

-

Segment Profit / (Loss)

(1.1)

5.8

-

(3.9)

5.4

-

 

Milk Production

12/31/2015

12/31/2014

Daily average milking cows (heads)

1,987

2,222

Milk Production / Milking Cow / Day (liters)

24.86

22.05

       

 

      Revenues from this segment decreased by 12.7%, mainly due to a 13% drop in milk prices. 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.

      In turn, milk production income decreased by ARS 5.5 million, mainly reflecting the reduction in prices (12%), along with a slightly lower volume caused by the combined effect of a smaller amount of milking cows and more liters per cow per day, thus explaining the ARS 8.1 million reduction in gross profit from the Dairy segment for the first six months of fiscal year 2016 compared to the same period of 2015.

 

Area in Operation – Dairy (hectares)

As of 12/31/15

As of 12/31/14

YoY Var

Own farms

1,890

2,864

-34%

 

      We perform our milking business in El Tigre farm. There was a 34% reduction 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 Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

10.7

18.6

(42.6%)

22.3

32.7

(31.9%)

Costs

(2.5)

(5.2)

(51.5%)

(7.3)

(10.4)

(29.9%)

Gross profit

8.1

13.4

(39.1%)

15.0

22.3

(32.8%)

Profit from operations

7.0

12.8

(44.9%)

12.6

20.9

(39.4%)

Segment Profit

7.0

12.8

(44.9%)

12.6

20.9

(39.4%)

 

 

10

 


 

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

Summary as of December 31, 2015

 

 

      The Leases and Agricultural Services segment decreased by ARS 8.2 million, mainly due to lower income from leases as a result of the failure to renew the agreements of the San Pedro, La Suiza, and Anta farms in Argentina during this season, a reduction in rental income in Brazil of ARS 4.7 million from the Cremaq farm, which was sold during fiscal year 2015.

Agro-industrial Activities

In ARS Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

217.7

197.0

10.5%

407.6

412.9

(1.3%)

Costs

(196.5)

(177.1)

10.9%

(377.3)

(365.9)

3.1%

Gross profit

21.2

19.9

6.7%

30.2

47.0

(35.6%)

Loss from operations

(4.8)

(6.3)

(24.5%)

(16.9)

(4.4)

287.6%

Segment Loss

(4.8)

(6.3)

(24.5%)

(16.9)

(4.4)

287.6%

 

 

      The Agro-industrial segment decreased by ARS 12.5 million mainly due to a fall in sales to the foreign market, offset by lower selling expenses due to lower operating volumes.

 

 

 

11

 


 

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

Summary as of December 31, 2015

 

FyO

In ARS Million

IIQ 2016

IIQ 2015

YoY Var

6M16

6M15

YoY Var

Revenues

55.5

29.5

87.5%

86.3

69.3

24.2%

Costs

(42.3)

(36.5)

15.0%

(68.0)

(62.6)

9.8%

Gross profit

13.3

(7.0)

-

17.3

6.6

160.0%

Loss from operations

9.5

(12.8)

-

8.7

(2.9)

-

Segment Loss

7.9

(12.8)

-

6.8

(3.0)

-

 

      There has been an increase of ARS 9.8 million in this segment, mainly due to higher sales of consignment products, partially offset by lower sales of inputs and brokerage fees.

 

 

 

12

 


 

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

Summary as of December 31, 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 December 31, 2015, our equity interest in IRSA was 63.38% over stock capital (63.79% considering repurchased treasury stock).

Starting in this quarter, we have decided to break down our operations into an Argentine Operating Center and an Israeli Operating Center. From the Argentine Operating Center, the Group, through IRSA and its subsidiaries, manages the businesses in Argentina and the international investments in the Lipstick Building in New York and the Condor Hospitality Trust hotel REIT. From the Israeli Operating Center, the Group manages IDBD.

Argentine Operating Center

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 95.22% 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 (333,719 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 29.94% equity interest in Banco Hipotecario, which is one of the leading financial institutions in Argentina.

      International investments, including a 49% interest in the Lipstick Building in New York and 34% of the voting rights in the Condor Hospitality Trust hotel REIT (NASDAQ: CDOR).

Israeli Operating Center

 

The Group acquired control of IDBD on October 11, 2015 and has started to consolidate it since that date. During this quarter, the consolidation will be reflected in the balance sheet, and as from the third quarter, it will also be disclosed at income statement level.

 

As of December 31, 2015, our subsidiary IRSA’s equity interest in IDBD was approximately 49%, and its investment in IDBD was equivalent to approximately USD 350 million as of that date.

 

 

13

 


 

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

Summary as of December 31, 2015

 

IDBD is one of the largest and most diversified holding companies in Israel. Through its subsidiaries, associates, joint ventures and other investments, IDBD is engaged in numerous markets and industry sectors in Israel and other countries, including real estate (Property & Building Corporation), supermarkets (Shufersal), agroindustry (Adama), insurance (Clal Holdings Insurance Enterprises, hereinafter Clal), and telecommunications (Cellcom). IDBD’s shares are listed in the Tel Aviv Stock Exchange (“TASE”) since May 2014.

 

Results

 

The following information has been extracted from the financial statements of our controlled company IRSA as of December 31, 2015:

 

In ARS Millions

IIQ 16

IIQ 15

YoY Var

6M16

6M 15

YoY Var

Revenues from sales, leases and services

856

674

27.0%

1,570

1,259

24.7%

Operating Income

1.223

949

28.9%

1,948

1,586

22.8%

Depreciation and Amortization

51

42

21.4%

106

85

24.7%

EBITDA(*)

636

798

(20.4%)

1,025

798

28.3%

Net (Loss) / Income

(596)

(89)

-

(910)

47

-

Attributable to the parent company’s shareholders

(213)

1

-

(487)

5

-

Attributable to non-controlling interest

(383)

(90)

-

(423)

42

-

* EBITDA: Operating Income plus depreciation and amortization excluding sales of investment properties for the period and expenses incurred in the transfer of assets in December 2014 and the conversion reserve of Madison building during the 6-month period of 2015.

 

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).

 

 

 

14

 


 

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

Summary as of December 31, 2015

 

Financial Indebtedness and Other

The following tables contain a breakdown of company’s indebtedness:

Agribusiness Segment

 

Description

Currency

Amount (1)

Interest Rate

Maturity

Bank overdrafts

ARS

25.1

Variable

< 30 d

Short term loans

ARS

14.6

Variable

< 365 d

Cresud 2018 Clase XIV

USD

32.0

1.50%

22-may-18

Cresud 2018 Clase XVI

USD

109.1

1.50%

19-nov-18

Cresud 2016 Clase XVII

ARS

13.2

Badlar +250 bps

14-mar-16

Cresud 2019 Clase XVIII

USD

33.7

4.00%

12-sep-19

Cresud 2016 Clase XIX

ARS

14.3

27.5% / Badlar + 350 bps

13-sep-16

Cresud 2017 Clase XX (3)

USD

18.2

2.50%

13-mar-17

Cresud 2017 Clase XXI

ARS

14.7

27.5% / Badlar + 375 bps

12-ago-17

Cresud 2019 Clase XXII

USD

22.7

4.00%

12-ago-19

Other loans

 

15.6

   

CRESUD’s Total Debt

 

313.3

   

Brasilagro’s Total Debt

 

15.6

   

 

 

Urban Properties and Investments Segment

 

Argentine Operating Center

 

Description

Currency

Amount (1)

Interest Rate

Maturity

Short term loans

ARS

48.2

Variable

< 365 días

IRSA 2017 Clase I

USD

150.0

8.50%

02-feb-17

IRSA 2020 Clase II (4)

USD

150.0

11.50%

20-jul-20

ON Clase VI

ARS

0.8

Badlar + 450 bps

27-feb-17

Loan agreements

USD

60.0

Variable

25-jun-16

Other loans

 

0.9

 

 

IRSA Total Debt (6)

 

354.1

 

 

Bank overdrafts

ARS

4.0

Variable

< 30 días

Short term loans

ARS

8.3

23.00%

30-sep-16

APSA 2017 Clase I (2)

USD

120.0

7.88%

11-may-17

ON IRSA CP Clase I ARS

ARS

31.2

26.5% / Badlar + 400 bps

20-mar-17

Other loans

 

3.0

 

 

Debt for asset purchase (5)

USD

240.0

8.50%

20-jul-20

IRSA CP Total Debt

 

406.5

 

 

 

 

 

 

15

 


 

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

Summary as of December 31, 2015

 

 

 

Israeli Operating Center

 

Indebtness

 

Amount (1)

 

Total Debt IDBD

 

1,181.4

 

Total Debt DIC

 

2,030.8

 

Total Debt Shufersal

 

978.7

 

Total Debt Cellcom

 

1,967.3

 

Total Debt PBC

 

2,934.4

 

Total Debt Otras(7)

 

120.5

 

 

(1) Principal amount in USD (million) at an exchange rate of 13.040 ARS/USD; 6.96 BOB/USD; 3.977 BRL/USD; 3.8911 ILS/USD, without considering accrued interest or elimination of balances with subsidiaries.

(2) As of December 31, 2015, the Company had repurchased a principal amount of USD 5.7 million.

(3) As of December 31, 2015, the Company had repurchased a principal amount of USD 10.1 million.

(4) As of December 31, 2015, the Company had repurchased a principal amount of USD 14.8 million.

(5) Corresponds to a loan with IRSA due to the transference of assets in December 2014.

(6) Not including a USD 55.8 millon loan agreement of IRSA with REIG V for being a related party.

(7) Includes IDB Tourism, Bartan, and IDBG

 

 

 

Comparative Summary Consolidated Balance Sheet Data

 

In ARS Million

Dec-15

Dec-14

Dec-13

Dec-12

Current assets

47,786

4,151

3,177

2,428

Non-current assets

92,794

10,488

10,676

9,149

Total assets

140,580

14,639

13,853

11,577

Current liabilities

39,102

4,469

3,245

2,582

Non-current liabilities

93,999

6,555

6,158

4,150

Total liabilities

133,101

11,024

9,403

6,732

Third party interest (or non-controlling interest)

6,006

2,110

2,221

2,291

Shareholders’ equity

7,479

3,615

4,450

4,845

Total liabilities plus third party interests (or non-controlling interest) plus Shareholders’ Equity

140,855

14,639

13,853

11,577

 

Comparative Summary Consolidated Income Statement Data

 

In ARS Million

6MFY2016

6MFY2015

6MFY2014

6MFY2013

Gross profit

1,554

1,129

788

649

Profit from Operations

2,059

1,470

385

557

(Loss) / income from interests in associates and joint ventures

(403)

(674)

48

13

Income before financing and taxation

1,656

796

433

569

Net financial results

(2,946)

(690)

(958)

(359)

Profit / (Loss) before income tax

(1,290)

106

(525)

210

Income Tax

(8)

(270)

170

(34)

Net (Loss) / Income

(1,298)

(164)

(355)

177

Controlling company’s shareholders

(777)

(216)

(323)

61

Non-controlling interest

(521)

52

(23)

116

         

Net (Loss)/income

(1,298)

(164)

(355)

(177)

Other comprehensive income / (loss) for the period (1)

2,655

(372)

330

122

Total comprehensive income / (loss) for the period

1,357

(536)

(25)

299

Controlling company’s shareholders

(340)

(400)

(163)

118

Non-controlling interest

1,697

(136)

138

181

(1) Corresponds to translation differences

       

 

 

16

 


 

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

Summary as of December 31, 2015

 

 

Comparative Summary Consolidated Cash Flow Statement Data

 

In ARS Million

6MFY2016

6MFY2015

6MFY2014

6MFY2013

Net cash generated by / (used in) operating activities

274

494

422

380

Net cash generated by / (used in) investing activities

(895)

1,153

(1,097)

(254)

Net cash generated by / (used in) financing activities

962

(1,266)

74

(77)

Total cash generated by or used during the year / period

341

381

(601)

49

 

Ratios

 

In ARS Million

Dec-15

Dec-14

Dec-13

Dec-12

Liquidity (1)

1.22

0.93

0.98

0.94

Solvency (2)

0.06

0.33

0.47

0.72

Restricted assets (3)

0.66

0.72

0.77

0.79

Profitability (only annual) (4)

(17.36%)

(4.53%)

(7.98%)

3.65%

(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

 
           

 

 

 

 

17

 


 

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

Summary as of December 31, 2015

 

Material Events Occurred during the Period and Subsequent Events

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).

 

Moreover, it was 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.

 

On November 26, 2015, it was resolved by majority of votes not to pay the dividend referred to in the Agenda, and to retain the treasury shares purchased during the fiscal year ended June 30, 2015 for a new period and to adopt a decision on their availability at the next shareholders’ meeting.

 

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.

 

 

18

 


 

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

Summary as of December 31, 2015

 

Prospects for the next fiscal year

The 2016 crop season has been developing under the “El Niño” pattern, with above-average rainfall rates. We have decreased the area to be planted in the region due to the sales made during fiscal year 2015, mainly Cremaq in Brazil and Fon Fon in Bolivia. In Argentina, in light of the current macroeconomic conditions and the industry’s profitability equation recorded until December 2015, we slightly reduced 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.

 

We are highly optimistic about the second half of this season. In December 2015, Argentina’s new government announced the elimination of withholding taxes on corn and wheat and reduced by 5 pp. withholding taxes on soybean, down to 30% from 35%. These measures, coupled with the release of foreign exchange restrictions and the depreciation of the exchange rate, are much favorable for the Argentine agricultural industry in a context of extremely depressed commodity prices. In anticipation of the changes in the market conditions, we modified our farming plan by increasing corn and reducing soybean planting during this season. Moreover, as optimum planting conditions in the Argentine northern region, where we have large extensions of arable lands, occur in the month of January, we were able to adequate planting to the new scenario.

 

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 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 based on the new conditions for the industry which has become more favorable.

 

As concerns land transformation and value-adding activities, we will make progress in the development of our farms in Argentina, Paraguay and Brazil. Although in the past years our land transformation activities developed at a slower pace than historically due to the high development costs and production profitability conditions, we expect to be able to resume our historic levels at lower transformation costs. We remain watchful of sale opportunities that may arise and we will continue to dispose of those farms that have reached their highest degree of appreciation, 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.

 

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.

 


 

 

19

 


 

 

 



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  
       
March 9, 2016
By:
/s/ Saúl Zang  
    Saúl Zang  
    Responsible for the Relationship with the Markets