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 May, 2009
Irsa Inversiones y Representaciones Sociedad Anónima
(Exact name of Registrant as specified in its charter)
Irsa Investments and Representations Inc.
(Translation of registrants name into English)
Republic of Argentina
(Jurisdiction of incorporation or organization)
Bolívar 108
(C1066AAB)
Buenos Aires, Argentina
(Address of principal executive offices)
Form 20-F ü Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No ü
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA
(THE COMPANY)
REPORT ON FORM 6-K
Attached is a copy of the English translation of the Financial Statements for the nine-month period ended on March 31, 2009 and on March 31, 2008 filed by the Company with the Bolsa de Comercio de Buenos Aires and the Comisión Nacional de Valores.
IRSA Inversiones y Representaciones
Sociedad Anónima and subsidiaries
Free translation of the Unaudited
Consolidated Financial Statements
For the nine-month periods
beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Unaudited Consolidated Balance Sheets as of March 31, 2009 and June 30, 2008
In thousands of pesos (Notes 1, 2 and 3)
March 31, 2009 |
June 30, 2008 |
March 31, 2009 |
June 30, 2008 | |||||||||
ASSETS |
LIABILITIES |
|||||||||||
CURRENT ASSETS |
CURRENT LIABILITIES |
|||||||||||
Cash and banks (Note 5) |
53,310 | 161,748 | Trade accounts payable (Note 12) |
160,659 | 242,063 | |||||||
Investments (Note 9) |
235,555 | 383,444 | Mortgages payable (Note 13) |
2,812 | 2,919 | |||||||
Accounts receivable, net (Note 6) |
238,672 | 186,017 | Customer advances (Note 14) |
102,639 | 104,584 | |||||||
Other receivables and prepaid expenses (Note 7) |
128,325 | 109,031 | Short-term debt (Note 15) |
327,595 | 187,234 | |||||||
Inventories (Note 8) |
19,180 | 53,602 | Salaries and social security payable |
22,714 | 33,955 | |||||||
Total Current Assets |
675,042 | 893,842 | Taxes payable (Note 16) |
136,981 | 76,708 | |||||||
Other liabilities (Note 16) |
48,378 | 93,017 | ||||||||||
Subtotal Current Liabilities |
801,778 | 740,480 | ||||||||||
Allowances |
2,515 | 1,787 | ||||||||||
Total Current Liabilities |
804,293 | 742,267 | ||||||||||
NON-CURRENT LIABILITIES |
||||||||||||
Trade accounts payable (Note 12) |
46,766 | 55,140 | ||||||||||
Mortgages payable (Note 13) |
| 1,538 | ||||||||||
NON-CURRENT ASSETS |
Customer advances (Note 14) |
140,619 | 98,797 | |||||||||
Accounts receivable, net (Note 6) |
3,713 | 10,395 | Long-term debt (Note 15) |
1,131,350 | 1,119,726 | |||||||
Other receivables and prepaid expenses (Note 7) |
225,619 | 140,314 | Taxes payable (Note 16) |
48,301 | 35,327 | |||||||
Inventories (Note 8) |
156,975 | 129,178 | Other liabilities (Note 16) |
59,613 | 30,385 | |||||||
Investments (Note 9) |
810,568 | 833,373 | Subtotal Non-Current Liabilities |
1,426,649 | 1,340,913 | |||||||
Fixed assets, net (Note 10) |
2,702,875 | 2,530,141 | Allowances |
7,033 | 7,899 | |||||||
Intangible assets, net |
8,538 | 8,612 | Total Non-Current Liabilities |
1,433,682 | 1,348,812 | |||||||
Subtotal Non-Current Assets |
3,908,288 | 3,652,013 | Total Liabilities |
2,237,975 | 2,091,079 | |||||||
Negative goodwill, net (Note 11) |
(64,273 | ) | (73,883 | ) | Minority interest |
448,114 | 456,715 | |||||
Total Non-Current Assets |
3,844,015 | 3,578,130 | SHAREHOLDERS EQUITY |
1,832,968 | 1,924,178 | |||||||
Total Assets |
4,519,057 | 4,471,972 | Total Liabilities and Shareholders Equity |
4,519,057 | 4,471,972 | |||||||
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
Alejandro G. Elsztain Executive Vice-President acting as President |
2
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Unaudited Consolidated Statements of Income
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos, except earnings per share (Notes 1, 2 and 3)
March 31, 2009 |
March 31, 2008 |
|||||
Revenues |
831,960 | 828,477 | ||||
Costs |
(358,629 | ) | (364,318 | ) | ||
Gross profit |
473,331 | 464,159 | ||||
Gain from recognition of inventories at net realizable value |
10,537 | 6,137 | ||||
Selling expenses |
(185,462 | ) | (158,221 | ) | ||
Administrative expenses |
(110,231 | ) | (86,997 | ) | ||
Subtotal |
(285,156 | ) | (239,081 | ) | ||
Net loss from retained interest in securitized receivables |
(48,959 | ) | (1,416 | ) | ||
Operating income (Note 4) |
139,216 | 223,662 | ||||
Amortization of negative goodwill, net |
1,513 | 1,126 | ||||
Financial results generated by assets: |
||||||
Interest income |
7,205 | 10,685 | ||||
Interest on discounting assets |
(7,439 | ) | (3,417 | ) | ||
Net unrealized loss on investments and others |
(45,762 | ) | (15 | ) | ||
Gain from coverage operations (Note 24) |
10,480 | | ||||
Foreign exchange gain |
45,178 | 18,411 | ||||
Subtotal |
9,662 | 25,664 | ||||
Financial results generated by liabilities: |
||||||
Interest on discounting liabilities |
(83 | ) | (745 | ) | ||
Foreign exchange loss |
(178,167 | ) | (24,160 | ) | ||
Gain on repurchase of debt (Note 22.2 and Note 29 Unaudited Basic Financial Statements) |
66,804 | | ||||
Interest expense and others |
(105,544 | ) | (74,807 | ) | ||
Subtotal |
(216,990 | ) | (99,712 | ) | ||
Financial results, net |
(207,328 | ) | (74,048 | ) | ||
Loss on equity investees |
(62,859 | ) | (16,523 | ) | ||
Other expenses, net (Note 17) |
(7,965 | ) | (3,579 | ) | ||
(Loss) income before taxes and minority interest |
(137,423 | ) | 130,638 | |||
Income tax and Minimum Presumed Income Tax (MPIT) |
1,875 | (76,837 | ) | |||
Minority interest |
29,371 | (30,922 | ) | |||
Net (loss) income for the period |
(106,177 | ) | 22,879 | |||
Earnings per share |
||||||
Basic net (loss) income per share (Note 25) |
(0.183 | ) | 0.042 | |||
Diluted net (loss) income per share (Note 25) |
(0.183 | ) | 0.042 |
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
Alejandro G. Elsztain Executive Vice-President acting as President |
3
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Unaudited Consolidated Statements of Cash Flows (1)
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos (Notes 1, 2 and 3)
March 31, 2009 |
March 31, 2008 |
|||||
CHANGES IN CASH AND CASH EQUIVALENTS |
||||||
Cash and cash equivalents as of the beginning of the year |
389,004 | 708,523 | ||||
Cash and cash equivalents as of the end of the period |
120,909 | 517,493 | ||||
Net decrease in cash and cash equivalents |
(268,095 | ) | (191,030 | ) | ||
CAUSES OF CHANGES IN CASH AND CASH EQUIVALENTS |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||
Net (loss) income for the period |
(106,177 | ) | 22,879 | |||
(Less) Plus income tax and MPIT accrued for the period |
(1,875 | ) | 76,837 | |||
Adjustments to reconcile net (loss) income to cash flows from operating activities: |
||||||
Loss on equity investees |
62,859 | 16,523 | ||||
Amortization of negative goodwill, net |
(1,513 | ) | (1,126 | ) | ||
Minority interest |
(29,371 | ) | 30,922 | |||
Allowances and provision |
99,028 | 42,686 | ||||
Amortization and depreciation |
101,782 | 91,455 | ||||
Financial results, net |
221,904 | 46,266 | ||||
Gain from recognition of inventories at net realizable value |
(10,537 | ) | (6,137 | ) | ||
Gain from barter of inventories |
(2,867 | ) | | |||
Gain for repurchase of debt |
(66,804 | ) | | |||
Changes in certain assets and liabilities net of non-cash transactions: |
||||||
(Increase) Decrease in current investments |
(74,693 | ) | 18,526 | |||
Increase in non-current investments |
(908 | ) | (768 | ) | ||
Increase in accounts receivables, net |
(82,101 | ) | (79,711 | ) | ||
Increase in other receivables and prepaid expenses, net |
(96,198 | ) | (29,493 | ) | ||
Decrease in inventories |
27,637 | 89,626 | ||||
Increase in intangible assets, net |
(1,671 | ) | (560 | ) | ||
Increase (Decrease) in taxes payable and social security payable |
63,017 | (82,727 | ) | |||
Increase in customer advances |
63,108 | 21,731 | ||||
(Decrease) Increase in trade accounts payable |
(94,887 | ) | 16,274 | |||
Increase (Decrease) in accrued interest |
310 | (4,640 | ) | |||
Increase in allowances |
9,548 | | ||||
Decrease in other liabilities |
(34,904 | ) | (7,331 | ) | ||
Net cash provided by operating activities |
44,687 | 261,232 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||
Increase in interest of related parties |
(87,127 | ) | | |||
Acquisitions and improvements of fixed assets |
(215,834 | ) | (449,195 | ) | ||
Acquisitions of undeveloped parcels of land and other non current investments |
(2,587 | ) | (1,255 | ) | ||
Advance payments for the acquisition of shares |
(984 | ) | (769 | ) | ||
Loans granted to related parties |
(2,210 | ) | | |||
Cash collected from insurance claims |
| 3,760 | ||||
Net cash used in investing activities |
(308,742 | ) | (447,459 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||
Capital contribution by minority owners in related companies |
| 24,664 | ||||
Increase in short-term and long-term debt |
120,265 | | ||||
Payment of short-term debt and long-term debt |
(81,796 | ) | (150,576 | ) | ||
Capital contribution from minority shareholders |
36,164 | | ||||
Decrease in mortgages payable |
(1,536 | ) | (14,791 | ) | ||
Issuance of common stock |
| 163,416 | ||||
Dividends paid by subsidiaries to minority shareholders |
(22,084 | ) | (23,452 | ) | ||
Repurchase of debt |
(55,053 | ) | (4,064 | ) | ||
Net cash used in financing activities |
(4,040 | ) | (4,803 | ) | ||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(268,095 | ) | (191,030 | ) | ||
(1) | Includes cash, and bank and investments with a realization term not exceeding three months. |
The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.
Alejandro G. Elsztain Executive Vice-President acting as President |
4
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Unaudited Consolidated Statements of Cash Flows (Continued)
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos (Notes 1, 2 and 3)
March 31, 2009 |
March 31, 2008 | |||
Supplemental cash flow information |
||||
Interest paid |
124,072 | 103,174 | ||
Income tax paid |
12,962 | 54,821 | ||
Non-cash activities: |
||||
Transfer of undeveloped parcels of land to inventories |
4,878 | | ||
Transfer of inventories to undeveloped parcels of land |
| 705 | ||
Transfer of fixed assets to inventories |
25,410 | | ||
Issuance of Trust Exchangeable Certificates |
35,875 | 74,335 | ||
Decrease in accounts payable through a decrease in undeveloped parcels of land |
5,445 | | ||
Increase in other receivable and prepaid expenses through a decrease in undeveloped parcels of land |
4,065 | | ||
Increase in fixed assets, net through an increase in accounts payable |
9,802 | 2,777 | ||
Increase in negative goodwill, net through a decrease in minority interest |
8,150 | | ||
Transitory difference in conversion of investments |
14,967 | | ||
Conversion of debt into common shares |
| 59,174 | ||
Increase in long-term investments through a decrease in other receivables and prepaid expenses |
| 3,995 | ||
Capitalization of financial costs |
72,134 | |
Alejandro G. Elsztain Executive Vice-President acting as President |
5
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to Unaudited Consolidated Financial Statements
In thousands of pesos
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
NOTE 1: | BASIS OF CONSOLIDATION CORPORATE CONTROL |
a. | Basis of consolidation |
The Company has consolidated its unaudited balance sheets at March 31, 2009 and June 30, 2008 and the unaudited statements of income and cash flows for the nine-month periods ended March 31, 2009 and 2008 line by line with the unaudited financial statements of its subsidiaries, following the procedure established in Technical Resolution No. 21 of the Federacion Argentina de Consejos Profesionales de Ciencias Economicas (FACPCE) and approved by the Consejo Profesional de Ciencias Economicas de La Ciudad Autónoma de Buenos Aires (CPCECABA) and by the National Securities Commission.
All significant intercompany balances and transactions have been eliminated in consolidation.
The Unaudited Consolidated Financial Statements include the assets, liabilities and results of operations of the following subsidiaries:
March 31, 2009 |
June 30, 2008 |
March 31, 2009 |
June 30, 2008 | |||||
COMPANIES | DIRECT AND INDIRECT % OF CAPITAL |
DIRECT AND INDIRECT % OF VOTING SHARES | ||||||
Ritelco S.A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
Palermo Invest S.A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
Pereiraola S.A.I.C.I.F.y A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
Inversora Bolívar S.A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
Quality Invest S.A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
E-Commerce Latina S.A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
Patagonian Investment S.A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
Solares de Santa María S.A. |
90.00 | 90.00 | 90.00 | 90.00 | ||||
Financel Communications S.A. (1) |
| 80.00 | | 80.00 | ||||
Hoteles Argentinos S.A. |
80.00 | 80.00 | 80.00 | 80.00 | ||||
Alto Palermo S.A. (APSA) |
63.34 | 63.34 | 63.34 | 63.34 | ||||
Llao Llao Resorts S.A. |
50.00 | 50.00 | 50.00 | 50.00 | ||||
Tyrus S.A. |
100.00 | 100.00 | 100.00 | 100.00 | ||||
(1) Created in August 2007 and sold in December 2008 without having started its operations. |
6
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 1: | (Continued) |
In addition, the assets, liabilities and results of operations of the Company subsidiaries that follow have been included in the Unaudited Consolidated Financial Statements, applying the proportionate consolidation method.
March 31, 2009 |
June 30, 2008 |
March 31, 2009 |
June 30, 2008 | |||||
COMPANIES | DIRECT AND INDIRECT % OF CAPITAL |
DIRECT AND INDIRECT % OF VOTING SHARES | ||||||
Rummaala S.A (2) |
50.00 | 50.00 | 50.00 | 50.00 | ||||
CYRSA S.A. (2) |
50.00 | 50.00 | 50.00 | 50.00 | ||||
Canteras Natal Crespo S.A. (1) |
50.00 | 50.00 | 50.00 | 50.00 | ||||
(1) The Company holds joint control of this company with Euromayor S.A. (2) The Company holds joint control with Cyrela Brazil Realty S.A. Empreendimentos y Partiçipacões (see Note 21 A.2.). |
b. | Comparative Information |
Balances items as of June 30, 2008 shown in these unaudited financial statements for comparative purposes arise from audited annual financial statements for the year then ended.
Balances for the nine-month period ended March 31, 2009 of income, and cash flows statements are shown for comparative purposes with the same period of the previous fiscal year.
The financial statements as of June 30, 2008 and as of March 31, 2008 originally issued have been subject to certain reclassifications required in order to present these figures comparatively with those stated as of March 31, 2009.
NOTE 2: | CONSIDERATION OF THE EFFECTS OF INFLATION |
The unaudited financial statements have been prepared in constant monetary units, reflecting the overall effects of inflation through August 31, 1995. From that date and until December 31, 2001 the government discontinued the restatement of the financial statements due to a period of monetary stability. From January 1, 2002 up to February 28, 2003 the effects of inflation were recognized due to the existence of an inflationary period. As from that date again, the restatement of the financial statements was discontinued.
7
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 2: | (Continued) |
This criterion is not in line with current professional accounting standards, which establish that the financial statements should be restated through September 30, 2003. However, due to the low level of inflation rates during the period from March to September 2003, this deviation has not had a material effect on the consolidated financial statements taken as a whole.
The rate used for restatement of items was the domestic whole revenue price index published by the National Institute of Statistics and Census.
NOTE 3: | SIGNIFICANT ACCOUNTING POLICIES |
The unaudited financial statements of the subsidiaries mentioned in Note 1, have been prepared on a consistent basis with those applied by IRSA Inversiones y Representaciones Sociedad Anónima. The Note 1 to the Unaudited Basic Financial Statements details the most significant accounting policies applied by the Company. Below are the most relevant accounting policies adopted by the subsidiaries, which are not included in that note.
a. | Revenue recognition |
In addition to the description in the Unaudited Basic Financial Statements:
| Net income for admission rights and rental of stores and stands |
Leases with tenants are accounted for as operating leases. Tenants are generally charged a rent, which consists of the higher of (i) a monthly base rent (the Base Rent) and (ii) a specified percentage of the tenants monthly revenues (the Percentage Rent) (which generally ranges between 4% and 10% of tenants gross revenues).
Furthermore, pursuant to the rent escalation clause in most leases, the tenants Base Rent generally increases between 7% and 12% each year during the term of the lease. Minimum rental income is recognized on the accrued criteria.
Certain lease agreements contain provisions, which provide for rents based on a percentage of revenues or based on a percentage of revenues volume above a specified threshold. APSA determines the compliance with specific targets and
8
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 3: | (Continued) |
a. | (Continued) |
calculates the additional rent on a monthly basis as provided for in the contracts. Thus, these contingent rents are not recognized until the required thresholds are exceeded.
Generally, APSAs lease agreements vary from 36 to 120 months. Law No. 24,808 provides that tenants may rescind commercial lease agreements after the initial six-months, upon not less than 60 days written notice, subject to penalties which vary from one to one and a half months rent if the tenant rescinds during the first year of its lease, and one month of rent if the tenant rescinds after the first year of its lease.
Additionally, APSA charges its tenants a monthly administration fees relating to the administration and maintenance of the common area and the administration of contributions made by tenants to finance promotional efforts for the overall shopping centers operations. The administration fee is prorated among the tenants according to their leases, which varies from shopping center to shopping center. Administration fees are recognized monthly when earned.
In addition to rent, tenants are generally charged admission rights, a non-refundable admission fee that tenants may be required to pay upon entering into a lease or upon lease renewal. Admission right is normally paid in one lump sum or in a small number of monthly installments. Admission rights are recognized using the straight-line method over the life of the respective lease agreements.
| Lease agent operations |
Fibesa S.A. and Comercializadora Los Altos S.A. (Altocity.com S.A.s continuing company), companies in which Alto Palermo S.A. has shares of 99.9999% and 100% respectively, act as the leasing agents for APSA bringing together the Company and potential lessees for the retail space available in certain of the APSAs shopping centers. Fibesa S.A.s and Comercializadora Los Altos S.A.s revenues are derived primarily from collected commissions calculated as a percentage of the final rental income value. Revenues are recognized at the time that the transaction is successfully concluded.
9
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 3: | (Continued) |
a. | (Continued) |
| Credit card operations Consumer Financing |
Revenues derived from credit card transactions consist commissions and financing income, charges to clients for life and disability insurance and for statements of account, among other. Commissions are recognized at the time the merchants transactions are processed, while the rest financial income is recognized when accrued. Income generated from granting consumer loans mainly includes financial interests, which are recognized by the accrued method during the period irrespective of whether collection has or has not been made.
| Hotel operations |
The Company recognizes revenues from its rooms, catering and restaurant facilities as accrued on the close of each business day.
Net operating results from each business unit are disclosed in Note 4.
b. | Intangible assets, net |
Intangible assets are carried at cost restated as mentioned in Note 2, less accumulated amortization and corresponding allowances for impairment in value. Included in the Intangible Assets caption are the following:
| Trademarks |
Trademarks include the expenses and fees related to their registration.
| Pre-operating and organization expenses |
This item reflects expenses generated by the opening of shopping malls restated as mentioned in Note 2. Those expenses are amortized by the straight-line method in 3 years, beginning as from the date of opening of the shopping center.
| Projects development expenses |
Intangible assets, related to new projects development expenses, have been valued at acquisition cost and they will be amortized during the period in which the Company starts developing the project.
10
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 3: | (Continued) |
b. | (Continued) |
The value of the intangible assets does not exceed their estimated recoverable value at period end.
c. | Investment in Banco Hipotecario S.A. |
The negative goodwill arising from the acquisition of shares in Banco Hipotecario (See Note 21 A.5. to the Unaudited Consolidated Financial Statements) has been measured at cost, which had been calculated as the difference between the amount paid for such investment and the book value of the equity interest acquired. The Company is now analyzing the effects of the allocation of the purchase value according to the provisions under Technical Resolution No. 21.
d. | Negative goodwill, net |
i) Negative goodwill: Negative goodwill represents the excess of the market value of net assets of the subsidiaries at the percentage of participation acquired over the acquisition cost. Goodwill has been restated following the guidelines mentioned in Note 2 and amortization has been calculated by the straight-line method based on an estimated useful life, that in no case exceed 20 years, considering the weighted-average of the remaining useful life of identifiable assets acquired subject to depreciation.
Includes goodwill originated from the purchase of shares of Emprendimiento Recoleta S.A., Empalme S.A.I.C.F.A y G. (Empalme) and Mendoza Plaza Shopping S.A. (through APSA) and Palermo Invest S.A., APSA, Banco Hipotecario S.A and Tyrus S.A.
ii) Goodwill: The goodwill represents the excess of the acquisition cost over the net assets market value of the business acquired to the share percentage.
Includes the goodwill originated by the purchase of shares of Tarshop S.A. and Fibesa S.A. (through APSA) and APSA.
Additionally, also includes goodwill originated from the purchase of net assets of Museo Renault and Torre BankBoston.
11
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 3: | (Continued) |
d. | (Continued) |
Amortizations were calculated through the straight line method on the basis of an estimated useful life considering the weight average of the remaining useful life of the assets acquired.
The residual value of goodwill arising from acquisition of net assets and shares in companies has been shown in the Negative goodwill, net caption. Amortizations were classified in the Amortization of the Negative Goodwill caption of the statement of income.
Values thus obtained do not exceed the respective estimated recoverable values at period/year end.
e. | Liabilities in kind related to barter transactions |
Liabilities in kind corresponding to obligations to deliver units to be built are valued considering the cost of the assets received. The Company estimates that this value does not exceed the cost of construction of the units to deliver plus additional costs to transfer the assets to the creditor. Liabilities in kind have been shown in the Trade account payables.
NOTE 4: | NET OPERATING INCOME BY BUSINESS UNIT |
The Company has determined that its reportable segments are those that are based on the Companys method of internal reporting. Accordingly, the Company has six reportable segments. These segments are Sales and development of properties, Office and others, Shopping centers, Hotel, Consumer finance segment, and financial operations and others. As mentioned in Note 1, the Unaudited Consolidated Statements of income were prepared following the guidelines of Technical Resolution No. 21 of the FACPCE.
A general description of each segment follows:
| Sale and development of properties |
This segment includes the operating results of the Companys construction and sale of building business.
12
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 4: | (Continued) |
| Office and others |
This segment includes the operating results of the Company's lease and service revenues of office space and other building properties from tenants.
| Shopping centers |
This segment includes the operating results of the activity of Company's shopping centers principally comprised of lease and service revenues from tenants.
| Hotel operations |
This segment includes the operating results of the Company's hotels principally comprised of room, catering and amenities of restaurant revenues.
| Consumer financing |
This segment manages the Company's portfolio of credit card accounts issued by Tarshop S.A., APSAs subsidiary.
| Financial operations and others |
This segment primarily includes revenues and associated costs generated from the sale of equity securities, other securities-related transactions and other non-core activities of the Company. This segment also includes gain/loss in equity investments of the Company relating to the banking activity.
The Company measures its reportable segments based on operating result. Inter-segment transactions, if any, are accounted for at current market prices. The Company evaluates performance of its segments and allocates resources to them based on operating result. The Company is not dependent on any single customer.
The accounting policies of the segments are the same as those described in Note 1 to the Unaudited Basic Financial Statements and in Note 3 to the Unaudited Consolidated Financial Statements.
13
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 4: | (Continued) |
The following information provides the operating results from each business unit:
As of March 31, 2009
Development and Sale of Properties |
Office and Other Non-Shopping Center Rental Properties (a) |
Shopping Centers | Hotel Operations |
Consumer Financing |
Financial Operations and Others |
Total | ||||||||||||||
Revenues |
137,100 | 106,597 | 283,591 | 127,139 | 175,703 | 1,830 | 831,960 | |||||||||||||
Costs |
(86,319 | ) | (21,770 | ) | (79,105 | ) | (74,224 | ) | (97,211 | ) | | (358,629 | ) | |||||||
Gross profit |
50,781 | 84,827 | 204,486 | 52,915 | 78,492 | 1,830 | 473,331 | |||||||||||||
Gain from recognition of inventories at net realizable value |
10,537 | | | | | | 10,537 | |||||||||||||
Selling expenses |
(2,066 | ) | (9,162 | ) | (21,760 | ) | (15,455 | ) | (137,019 | ) | | (185,462 | ) | |||||||
Administrative expenses |
(14,078 | ) | (21,506 | ) | (36,362 | ) | (25,567 | ) | (12,718 | ) | | (110,231 | ) | |||||||
Net loss from retained interest in securitized receivables |
| | | | (48,959 | ) | | (48,959 | ) | |||||||||||
Operating income (loss) |
45,174 | 54,159 | 146,364 | 11,893 | (120,204 | ) | 1,830 | 139,216 | ||||||||||||
Depreciation and amortization (b) |
555 | 18,644 | 62,434 | 13,453 | 4,316 | | 99,402 | |||||||||||||
Addition of fixed assets and intangible assets |
9,223 | 18,287 | 183,564 | 6,431 | | | 217,505 | |||||||||||||
Non-current investments in other companies |
24,544 | 76,615 | | | | 257,928 | 359,087 | |||||||||||||
Operating assets |
435,800 | 987,188 | 1,748,229 | 226,327 | 175,399 | | 3,572,943 | |||||||||||||
Non-operating assets |
32,320 | 69,620 | 169,422 | 23,563 | 3,237 | 647,952 | 946,114 | |||||||||||||
Total assets |
468,120 | 1,056,808 | 1,917,651 | 249,890 | 178,636 | 647,952 | 4,519,057 | |||||||||||||
Operating liabilities |
23,775 | 113,945 | 340,085 | 32,702 | 102,684 | | 613,191 | |||||||||||||
Non-operating liabilities |
287,218 | 259,132 | 693,642 | 181,679 | 112,033 | 91,080 | 1,624,784 | |||||||||||||
Total liabilities |
310,993 | 373,077 | 1,033,727 | 214,381 | 214,717 | 91,080 | 2,237,975 |
(a) | Includes offices, commercial and residential premises. |
(b) | Included in operating income. |
14
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 4: | (Continued) |
The following information provides the operating results from each business unit:
As of March 31, 2008
Development and Sale of Properties |
Office and Other Non-Shopping Center Rental Properties (a) |
Shopping Centers | Hotel Operations |
Consumer Financing |
Financial Operations and Others |
Total | |||||||||||||||
Revenues |
175,191 | 72,976 | 252,043 | 115,078 | 212,673 | 516 | 828,477 | ||||||||||||||
Costs |
(140,592 | ) | (21,593 | ) | (70,560 | ) | (60,110 | ) | (71,082 | ) | (381 | ) | (364,318 | ) | |||||||
Gross profit |
34,599 | 51,383 | 181,483 | 54,968 | 141,591 | 135 | 464,159 | ||||||||||||||
Gain from recognition of inventories at net realizable value |
6,137 | | | | | | 6,137 | ||||||||||||||
Selling expenses |
(5,215 | ) | (2,388 | ) | (17,876 | ) | (11,152 | ) | (121,590 | ) | | (158,221 | ) | ||||||||
Administrative expenses |
(15,400 | ) | (14,750 | ) | (24,918 | ) | (24,486 | ) | (7,443 | ) | | (86,997 | ) | ||||||||
Net loss from retained interest in securitized receivables |
| | | | (1,416 | ) | | (1,416 | ) | ||||||||||||
Operating income |
20,121 | 34,245 | 138,689 | 19,330 | 11,142 | 135 | 223,662 | ||||||||||||||
Depreciation and amortization (b) |
220 | 21,388 | 54,719 | 9,777 | 1,409 | | 87,513 | ||||||||||||||
Addition of fixed assets and intangible assets (c) |
3,118 | 442,585 | 250,887 | 40,077 | 6,822 | | 743,489 | ||||||||||||||
Non-current investments in other companies (c) |
23,508 | | | | | 294,742 | 318,250 | ||||||||||||||
Operating assets (c) |
436,392 | 999,060 | 1,642,341 | 233,613 | 113,052 | | 3,424,458 | ||||||||||||||
Non-operating assets (c) |
26,519 | 57,433 | 62,649 | 18,426 | 21,068 | 861,419 | 1,047,514 | ||||||||||||||
Total assets (c) |
462,911 | 1,056,493 | 1,704,990 | 252,039 | 134,120 | 861,419 | 4,471,972 | ||||||||||||||
Operating liabilities (c) |
25,530 | 100,430 | 250,957 | 33,115 | 205,671 | | 615,703 | ||||||||||||||
Non-operating liabilities (c) |
247,320 | 209,399 | 662,174 | 199,813 | 75,714 | 80,956 | 1,475,376 | ||||||||||||||
Total liabilities (c) |
272,850 | 309,829 | 913,131 | 232,928 | 281,385 | 80,956 | 2,091,079 |
(a) | Includes offices, commercial and residential premises. |
(b) | Included in operating income. |
(c) | Information as of June 30, 2008. |
15
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 5: | CASH AND BANKS |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||
Cash in local currency |
4,991 | 4,930 | ||
Cash in foreign currency |
1,587 | 931 | ||
Banks in local currency |
17,636 | 39,736 | ||
Banks in foreign currency |
28,364 | 114,524 | ||
Checks to be deposited |
732 | 1,627 | ||
53,310 | 161,748 | |||
NOTE 6: | ACCOUNTS RECEIVABLE, NET |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||||||
Current | Non- Current |
Current | Non- Current |
|||||||||
Leases and services receivables |
60,401 | 1,458 | 53,203 | 17 | ||||||||
Notes receivables |
7,123 | 908 | 6,653 | 2,100 | ||||||||
Credits cards receivables |
1,288 | | 47 | | ||||||||
Consumer financing receivables (Tarshop) |
143,250 | 8,698 | 116,972 | 9,684 | ||||||||
Checks to be deposited |
52,913 | | 52,244 | | ||||||||
Receivables from the sale of properties |
7,111 | 214 | 1,591 | 550 | ||||||||
Debtors from leases under legal proceedings |
34,490 | | 28,141 | | ||||||||
Hotel receivables |
11,194 | | 10,076 | | ||||||||
Receivables with collection agents (Tarshop) |
4,689 | | 3,829 | | ||||||||
Pass-through expenses receivables |
30,808 | | 14,843 | | ||||||||
Debtors under legal proceedings and past due debts |
1,417 | | 1,409 | | ||||||||
Related parties (Note 18) |
8,025 | | 1,730 | | ||||||||
Less: |
||||||||||||
Allowance for doubtful accounts |
(124,037 | ) | (7,565 | ) | (104,721 | ) | (1,956 | ) | ||||
238,672 | 3,713 | 186,017 | 10,395 | |||||||||
16
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 7: | OTHER RECEIVABLES AND PREPAID EXPENSES |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||||
Current | Non-Current | Current | Non-Current | |||||||
Related parties (Note 18) |
3,659 | 4 | 26,582 | 4 | ||||||
Receivable from the sale of shares (2) |
33,852 | | 27,527 | | ||||||
Value Added Tax (VAT) |
141 | 61,479 | 1,811 | 31,064 | ||||||
Prepaid expenses and services |
22,043 | 1,612 | 21,508 | 244 | ||||||
Related parties Shareholders, receivable |
21,294 | | | | ||||||
Guarantee deposits resecuritization (Note 23 B.4) |
5,966 | 3,667 | 6,497 | 12,931 | ||||||
Expenses to be recovered |
4,523 | | 5,184 | | ||||||
Gross income tax prepayment |
2,405 | 1,948 | 840 | 1,173 | ||||||
MPIT |
| 54,301 | 7,799 | 23,536 | ||||||
Income tax, net |
12,928 | | 1,208 | | ||||||
Pre-paid insurance |
711 | | 384 | | ||||||
Guarantee of defaulted credits (Note 20 A .ii) |
3,948 | | 457 | 3,178 | ||||||
Loans granted |
3,885 | | 1,515 | | ||||||
Deferred Income Tax |
| 111,256 | | 70,055 | ||||||
Advance to Directors fees (1) (Note 18) |
2,286 | | | | ||||||
Mortgage receivable |
| 2,208 | | 2,208 | ||||||
Allowance for doubtful mortgage receivable |
| (2,208 | ) | | (2,208 | ) | ||||
Present value other receivables |
| (12,999 | ) | | (5,587 | ) | ||||
Coverage operations (Nota 24) |
1,099 | | | | ||||||
Receivable for third party services offered in Tarshop S. A. stores |
3,222 | | 1,578 | | ||||||
Others |
6,363 | 4,351 | 6,141 | 3,716 | ||||||
128,325 | 225,619 | 109,031 | 140,314 | |||||||
(1) Disclosed net of allowances for directors fees of Ps. 8,047. (2) See Note 4(1) to the Unaudited Basic Financial Statements. |
|
17
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 8: | INVENTORIES |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||
Current | Non- Current |
Current | Non- Current | |||||
Credit from barter transaction of Dique III 1 c) (2) |
3,299 | | 42,485 | | ||||
Credit from barter transaction of Benavidez (4) |
| 9,995 | | 9,995 | ||||
Abril / Baldovinos |
3,239 | 1,967 | 4,377 | 3,352 | ||||
Horizons (Note 21 A.2) |
| 89,966 | | 64,300 | ||||
Credit from barter transaction of Caballito (Cyrsa) (3) |
| 21,087 | | 19,742 | ||||
Credit from barter transaction of Caballito (Koad) (1) |
8,545 | 17,564 | | 22,663 | ||||
Credit from barter transaction of Rosario (Note 21 B.7.) |
| 11,023 | | 3,379 | ||||
Caballito land |
| 4,429 | | 4,429 | ||||
Inventories (hotel operations) |
2,847 | | 3,220 | | ||||
Other inventories |
1,250 | 944 | 3,520 | 1,318 | ||||
19,180 | 156,975 | 53,602 | 129,178 | |||||
|
(1) | See Note 5 (ii) to the Unaudited Basic Financial Statements. |
(2) | See Note 5 (i) to the Unaudited Basic Financial Statements. |
(3) | See Note 20 to the Unaudited Basic Financial Statements. |
(4) | In March 2004, the Company (through its subsidiaries) sold to Desarrolladora El Encuentro S.A (DEESA) a plot of land in Benavidez through the exchange of (i) US$ 1.0 million in cash and (ii) 110 residential plots of the mentioned plot of land for an amount of US$ 3 million. As guarantee of compliance with the operation, DEESA set up a first mortgage amounting to US$ 3 million. |
18
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 9: | INVESTMENTS |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||
Current |
||||||
Stock shares (1) |
6,483 | | ||||
Mutual funds (2) |
113,508 | 150,123 | ||||
Time deposits |
15,455 | 138,232 | ||||
Retained interest in securitized receivables (1) |
82,917 | 57,106 | ||||
Mortgage bonds issued by BHSA (1) |
756 | 1,286 | ||||
U.S. Treasury Bonds (1) |
| 24,448 | ||||
PRE 2009 bonds (1) |
6,351 | 15,199 | ||||
PRO 2012 bonds (1) |
2,256 | 6,179 | ||||
TDFs (1) |
16,490 | 2,243 | ||||
Allowance for impairment of CPs (1) |
(8,710 | ) | (11,423 | ) | ||
Other investments (1) |
49 | 51 | ||||
235,555 | 383,444 | |||||
Non-current |
||||||
Banco Hipotecario S.A. (5) |
253,039 | 289,298 | ||||
Banco de Crédito y Securitización S.A. |
4,889 | 5,444 | ||||
Manibil S.A. (Note 25 to the Unaudited Basic Financial Statements) |
24,544 | 23,508 | ||||
Retained interest in securitized receivables |
64,289 | 111,675 | ||||
Advance payment for the acquisition of shares (Note 21 B.2.) |
8,884 | 6,383 | ||||
Allowance for impairment of investments |
(7,379 | ) | (577 | ) | ||
Metropolitan 885 Third Avenue LLC (Nota 21 A.4.) |
76,615 | | ||||
Other investments |
541 | 693 | ||||
425,422 | 436,424 | |||||
Undeveloped parcels of land: |
||||||
Santa María del Plata |
135,785 | 135,785 | ||||
Puerto Retiro (4) |
54,251 | 54,498 | ||||
Patio Olmos |
32,949 | 32,944 | ||||
Caballito |
36,741 | 36,696 | ||||
Pereiraola |
21,717 | 21,717 | ||||
Torres Rosario |
14,527 | 17,093 | ||||
Air space Coto |
13,188 | 13,143 | ||||
Canteras Natal Crespo |
5,555 | 5,555 | ||||
Pilar |
3,408 | 3,408 | ||||
Torre Jardín IV |
3,030 | 3,030 | ||||
Luján |
| 9,510 | ||||
Terreno Beruti |
52,122 | 52,030 | ||||
Other undeveloped parcels of land (3) |
11,873 | 11,540 | ||||
385,146 | 396,949 | |||||
810,568 | 833,373 | |||||
|
(1) | Not considered cash equivalent for purposes of presenting the Unaudited Statements of Cash Flows. |
(2) | As of March 31, 2009 and June 30, 2008 includes; Ps. 61,364 and Ps. 61,099, respectively, corresponding to mutual funds, not considered as cash for the purpose of the Unaudited Statement of Cash Flows. |
(3) | Disclosed net of the allowance for impairments related to Padilla 902 of Ps. 259 as of June 30, 2008. See comments in Note1.5.i ,Unaudited Basic Financial Statements. |
(4) | See Note 20.A.i). |
(5) | As of March 31, 2009, this includes Ps. 34,271 and Ps. 42,881 as goodwill and negative goodwill, respectively, and as of June 30, 2008 this includes Ps. 35,699 and Ps. 3,328 as goodwill and negative goodwill, respectively. This represents 218,486,898 shares with a quoted value at closing equivalent to Ps. 0.468 per share as of March 31, 2009 and Ps. 1.130 per share as of June 30, 2008. |
19
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 10: | FIXED ASSETS, NET |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||
Hotels |
||||
Llao-Llao |
88,880 | 92,868 | ||
Intercontinental |
57,868 | 59,402 | ||
Libertador |
43,638 | 46,501 | ||
Bariloche plots of land (Note 13 (1)) |
21,900 | 21,900 | ||
212,286 | 220,671 | |||
Office buildings |
||||
Edificio República (1) |
225,522 | 228,767 | ||
Torre BankBoston (3) |
158,569 | 165,463 | ||
Bouchard 551(2) |
153,480 | 155,226 | ||
Intercontinental Plaza |
87,524 | 90,526 | ||
Bouchard 710 |
66,539 | 67,305 | ||
Work in progress Dique IV |
65,003 | 36,387 | ||
Maipú 1300 |
40,016 | 41,029 | ||
Libertador 498 |
27,453 | 39,632 | ||
Laminar Plaza |
27,708 | 28,342 | ||
Dock del Plata |
20,204 | 25,654 | ||
Costeros Dique IV |
19,846 | 20,287 | ||
Reconquista 823 |
17,953 | 18,445 | ||
Edificios Costeros (Dique II) |
17,510 | 17,922 | ||
Suipacha 652 |
11,501 | 11,840 | ||
Avda. de Mayo 595 |
4,781 | 4,957 | ||
Libertador 602 |
2,658 | 2,732 | ||
Madero 1020 |
597 | 696 | ||
Sarmiento 517 |
356 | 363 | ||
Rivadavia 2768 |
250 | 269 | ||
Avda. Madero 942 |
| 2,285 | ||
947,470 | 958,127 | |||
Commercial real estate |
||||
Museo Renault (4) |
4,901 | 4,970 | ||
Abril |
2,737 | 2,890 | ||
Constitución 1111 |
950 | 983 | ||
Store Cruceros |
| 277 | ||
8,588 | 9,120 | |||
Other fixed assets |
||||
Santa María del Plata |
12,496 | 12,494 | ||
Constitución 1159 |
4,101 | 4,101 | ||
Thames |
3,899 | 3,899 | ||
Torre Renoir I |
| 1,491 | ||
Alto Palermo Park |
549 | 551 | ||
Others |
4,325 | 2,837 | ||
25,370 | 25,373 | |||
Shopping Center |
||||
Panamerican Mall |
502,532 | 283,361 | ||
Abasto |
174,167 | 180,972 | ||
Alto Palermo |
162,275 | 178,622 | ||
Patio Bullrich |
97,343 | 101,291 | ||
Alto Avellaneda |
87,547 | 96,271 | ||
Mendoza Plaza |
86,320 | 88,363 | ||
Alto Rosario |
80,061 | 81,630 | ||
Paseo Alcorta |
73,891 | 72,144 | ||
Córdoba Shopping Villa Cabrera (Notes 21 B.4. and 23 B.1.) |
70,190 | 72,464 | ||
Alto Noa |
23,584 | 25,039 | ||
Neuquén Project (Note 23 B.2.) |
13,064 | 12,912 | ||
Buenos Aires Design |
11,853 | 13,617 | ||
Financial advance for fixed assets purchase (Notes 21 B.3. and B.9.) |
60,874 | 60,025 | ||
Other fixed assets |
46,393 | 41,721 | ||
Other properties |
19,067 | 8,418 | ||
Subtotal Shopping Center |
1,509,161 | 1,316,850 | ||
Total |
2,702,875 | 2,530,141 | ||
(1) See Note 15 to the Unaudited Basic Financial Statements. (2) See Note 16 to the Unaudited Basic Financial Statements. (3) See Note 22 to the Unaudited Basic Financial Statements. (4) See Note 23 to the Unaudited Basic Financial Statements. |
20
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 11: | NEGATIVE GOODWILL, NET |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 |
|||||
Goodwill: |
||||||
Fibesa S.A. |
2,909 | 4,449 | ||||
Tarshop S.A. |
8,150 | | ||||
Alto Palermo S.A. |
21,026 | 22,095 | ||||
Torre BankBoston |
5,951 | 6,295 | ||||
Museo Renault |
3,316 | 3,438 | ||||
Subtotal goodwill |
41,352 | 36,277 | ||||
Negative goodwill: |
||||||
Emprendimiento Recoleta S.A. |
(355 | ) | (411 | ) | ||
Mendoza Plaza Shopping S.A. |
(6,097 | ) | (6,314 | ) | ||
Empalme S.A.I.C.F.A. y G. |
(9,251 | ) | (9,719 | ) | ||
Alto Palermo S.A. |
(47,067 | ) | (49,312 | ) | ||
Palermo Invest S.A. |
(42,809 | ) | (44,404 | ) | ||
Tyrus S.A. |
(46 | ) | | |||
Subtotal negative goodwill |
(105,625 | ) | (110,160 | ) | ||
Total negative goodwill, net |
(64,273 | ) | (73,883 | ) | ||
NOTE 12: | TRADE ACCOUNTS PAYABLE |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||
Current | Non-Current | Current | Non-Current | |||||
Suppliers (1) |
114,648 | 46,766 | 197,150 | 55,140 | ||||
Accruals |
32,413 | | 38,645 | | ||||
Related parties (Note 18) |
12,566 | | 1,099 | | ||||
Others |
1,032 | | 5,169 | | ||||
160,659 | 46,766 | 242,063 | 55,140 | |||||
|
(1) | As of March 31, 2009 and as of June 30, 2008, this includes a non-current Ps. 46,451 balance that reflects the liabilities in kind associated to the acquisition of properties in Vicente López (See Note 21 A.2.). |
NOTE 13: | MORTGAGES PAYABLE |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||
Current | Non- Current |
Current | Non- Current | |||||
Mortgage payable Llao Llao (1) |
2,812 | | 2,919 | 1,538 | ||||
2,812 | | 2,919 | 1,538 | |||||
|
(1) | In December 2006, Llao Llao Resorts S.A. acquired several plots of land in San Carlos de Bariloche, in the province of Río Negro, for US$ 7,000 paid as follows: US$ 4,200 in cash and the balance with a mortgage over the land acquired, payable in 36 monthly, equal and consecutive installements of US$ 86 each, with the first installment maturing in January 2007. Such installments include the amortization of principal and interest calculated by application of the French system at an annual 7% over balances. |
21
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 14: | CUSTOMER ADVANCES |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||
Current | Non- Current |
Current | Non- Current | |||||
Customers advances |
34,718 | 43,829 | 48,472 | 13,727 | ||||
Admission rights |
44,856 | 63,395 | 34,906 | 48,613 | ||||
Lease advances (1) (Note 23 B.1.) |
23,065 | 33,395 | 21,206 | 36,457 | ||||
102,639 | 140,619 | 104,584 | 98,797 | |||||
|
(1)
(a) | The balance of rents and services advance payments include Ps. 300 and Ps. 3,472 current and non-current, respectively, that represent advance payments provided by Hoyts Cinema for the construction of the movie complexes of the Alto Noa Shopping Centers. These advance payments accrue an interest equivalent to the semiannual Libo rate added 2-2.25 points. As of March 31, 2009 the semiannual Libo rate was 1.742%. Due to an agreement between APSA and Hoyts Cinema, the amount is being applied to the accrual of the rents originated in the place used by Hoyts Cinema. |
(b) | Includes advances of Ps. 8,167 from Wal-Mart Argentina S.R.L. in the context of a rent contract entered into with Panamerican Mall S.A. (APSA´s Subsidiary), for a 30 years term as from the date in which the commercial center is inaugurated, or from the day in which the lessee opens the store prior to the inauguration of the shopping center. |
NOTE 15: | SHORT-TERM AND LONGTERM DEBT |
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||
Current | Non- Current |
Current | Non- Current | |||||
Bank loans (1) |
184,987 | 101,080 | 85,853 | 97,504 | ||||
Overdrafts |
54,735 | | 45,030 | | ||||
Seller financings (2) |
26,316 | | 35,484 | 21,506 | ||||
Non convertible notes 2017 (3) (Note 18) |
7,030 | 551,951 | 15,088 | 447,045 | ||||
Non convertible notes APSA US$ 120 M (4) (Note 18) |
9,449 | 321,509 | 3,462 | 358,935 | ||||
APSA 2014 Convertible Notes (5) (Note 18) |
1,121 | 57,622 | 2,144 | 46,856 | ||||
Non convertible notes APSA Ps. 154 M (6) |
43,957 | 99,188 | 173 | 147,880 | ||||
327,595 | 1,131,350 | 187,234 | 1,119,726 | |||||
|
(1) | Balances as of March 31, 2009 includes mainly: |
(a) Ps. 31,288 as a current balance and Ps. 99,870 as a non-current balance related to debt for purchase República building (Note 15 to the Unaudited Basic Financial Statements).
(b) Ps. 19,870 correspond to Hoteles Argentinos S.A.s mortgage loan.
(c) Ps. 133,569 as a current balance and Ps. 1,000 as a non-current balance related to loans granted by different financial institutions (mainly Ps. 60,607 granted by Banco Nación and Ps. 30,175 granted by Banco Ciudad).
(2) | The balance as of March 31, 2009 includes mainly: |
(a) Ps. 14,828 as a current balance related to the debt for purchase Beruti plot of land.
(b) Ps. 11,397 related to the debt for purchase 33.33% ownership interest in Palermo Invest (Note 21 A.1.).
(3) | See Note 17 to the Unaudited Basic Financial Statement. |
(4) | See Note 22 2. Disclosed net of the notes held by the Company (See Note 29 to the Unaudited Basic Financial Statements) and of issuance debt costs to be accrued for Ps. 3,031. |
(5) | Corresponds to the outstanding balance of convertible notes into shares (CNB) issued originally by APSA for an outstanding amount of US$ 50,000, as detailed in Note 22 1., net of the CNB underwritten by the Company for Ps. 120,363. |
(6) | See Note 22 2. Disclosed net of issuance debt costs to be accrued debt for Ps. 668. |
22
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 16: | TAX PAYABLES |
The breakdown for this item is as follows:
March 31,2009 | March 31, 2008 | |||||||
Current | Non-Current | Current | Non-Current | |||||
Tax facilities for Income Tax |
27,246 | | | | ||||
Tax facilities for VAT |
27,260 | | | | ||||
VAT, net balance |
33,122 | | 17,578 | | ||||
Minimum Presumed Income Tax, net |
20,479 | 24 | 3,558 | | ||||
Income Tax, net |
8,601 | | 39,638 | | ||||
Tax retentions to third parties |
6,543 | | 7,856 | | ||||
Tax amnesty plan for income tax payable |
2,497 | 21,156 | | | ||||
Deferred Income Tax Liabilities |
| 22,527 | | 31,065 | ||||
Gross revenue tax |
2,314 | 3,058 | 2,116 | 3,392 | ||||
Provision on tax on shareholders personal assets |
4,255 | 846 | 3,109 | | ||||
Tax facilities Minimum Presumed Income Tax |
1,701 | | | | ||||
Others |
2,963 | 690 | 2,853 | 870 | ||||
Total |
136,981 | 48,301 | 76,708 | 35,327 | ||||
OTHER LIABILITIES
The breakdown for this item is as follows:
March 31, 2009 | June 30, 2008 | |||||||||
Current | Non-current | Current | Non-current | |||||||
Loans with Shareholders of related parties |
17,531 | 41,895 | 39,166 | 10,588 | ||||||
Payables to National Parks Administration (Note 19) |
10,174 | | 10,189 | | ||||||
Guarantee deposits |
4,892 | 5,200 | 3,666 | 4,049 | ||||||
Purchase contracts, less value (2) |
3,722 | 2,239 | 3,811 | 5,390 | ||||||
Administration and reserve fund |
3,646 | | 2,356 | | ||||||
Provision for donations committed (Note 18) |
3,503 | | 4,656 | | ||||||
Directors fees provision (1) (Note 18) |
833 | | 13,821 | | ||||||
Contributed leasehold improvements (Note 23 B 3.) |
470 | 10,082 | 1,015 | 10,055 | ||||||
Related Parties (Note 18) |
107 | | 6,036 | | ||||||
Present value other liabilities |
| (202 | ) | | (285 | ) | ||||
Directors guarantee deposits (Note 18) |
| 20 | | 20 | ||||||
Coverage operations (Note 24) |
| | 4,600 | | ||||||
Others |
3,500 | 379 | 3,701 | 568 | ||||||
Total |
48,378 | 59,613 | 93,017 | 30,385 | ||||||
|
(1) | Disclosed net of advances to directors fees for Ps. 13,562 and Ps. 1,837 as of March 31, 2009 and June 30, 2008, respectively. |
(2) | See Note 1.5.l. to the Unaudited Basic Financial Statements. |
23
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 17: | OTHER EXPENSES, NET |
The breakdown for this item is as follows:
March 31, 2009 | March 31, 2008 | |||||
Other income: |
||||||
Recovery of allowances |
750 | 4,962 | ||||
Others |
484 | 285 | ||||
Subtotal other income |
1,234 | 5,247 | ||||
Other expenses: |
||||||
Tax on Shareholders personal assets |
(1,881 | ) | (4,329 | ) | ||
Donations |
(4,010 | ) | (2,025 | ) | ||
Provision for contingencies |
(82 | ) | (570 | ) | ||
Unrecoverable VAT |
(2,842 | ) | (1,270 | ) | ||
Others |
(384 | ) | (632 | ) | ||
Subtotal other expenses |
(9,199 | ) | (8,826 | ) | ||
Total Other expenses, net |
(7,965 | ) | (3,579 | ) | ||
NOTE 18: | COMPANIES UNDER LAW No. 19,550, SECTION 33 AND OTHER RELATED PARTIES |
Balances as of March 31, 2009, compared to the balances as of June 30, 2008, as well as the Statement of Income balances for the nine-month periods ended March 31, 2009 and 2008, held with related companies, persons and shareholders are as follows:
Related Parties |
Relationship |
Item |
Gain (loss) for the period ended |
Assets (liabilities) at | ||||||||||
03.31.09 | 03.31.08 | 03.31.09 | 06.30.08 | |||||||||||
Shareholders |
Shareholders | Other expenses - tax on Shareholders personal assets | (392 | ) | (404 | ) | | | ||||||
Banco Argentino de Crédito y Securitización |
Subsidiary (direct or indirect) | Accounts receivables, net current | | | 18 | 18 | ||||||||
Banco Hipotecario S.A. |
Subsidiary (direct or indirect) | Other receivable and prepaid expenses - current | | | | 7 | ||||||||
Banco Hipotecario S.A. |
Subsidiary (direct or indirect) | Short-term debt | | | | 1 | ||||||||
Banco Hipotecario S.A. |
Subsidiary (direct or indirect) | Long-term debt | | | | 22 | ||||||||
Banco Hipotecario S.A. |
Subsidiary (direct or indirect) | Other liabilities-current | | | | 29 | ||||||||
Banco Hipotecario S.A. |
Subsidiary (direct or indirect) | Accounts receivables, net current | | | 4 | | ||||||||
Cactus S.A. |
Related party | Other receivable and prepaid expenses - current | | | | 10 | ||||||||
Cactus S.A. |
Related party | Other liabilities-current | | | | 830 | ||||||||
Cactus S.A. |
Related party | Accounts receivables, net current | | | 13 | | ||||||||
Canteras Natal Crespo S.A |
Joint control | Accounts receivables, net current | | | 85 | 57 | ||||||||
Canteras Natal Crespo S.A |
Joint control | Other receivable and prepaid expenses | | | 866 | 577 | ||||||||
Canteras Natal Crespo S.A |
Joint control | Sale and fees for services | 36 | 36 | | | ||||||||
Canteras Natal Crespo S.A. |
Joint control | Interest | 61 | 32 | | | ||||||||
Consorcio Libertador |
Related party | Sale and fees for services | 48 | | | | ||||||||
Consorcio Libertador |
Related party | Leases | 4 | | | | ||||||||
Consorcio Libertador |
Related party | Accounts receivables, net current | | | 519 | | ||||||||
Consorcio Libertador |
Related party | Trade account payable-current | | | 136 | | ||||||||
Consorcio Libertador |
Related party | Other receivable and prepaid expenses-current | | | 6 | | ||||||||
Consorcio Libertador |
Related party | Other liabilities-current | | | 15 | | ||||||||
Consorcio Dock del Plata |
Related party | Accounts receivables, net current | | | 321 | | ||||||||
Consorcio Dock del Plata |
Related party | Other receivable and prepaid expenses-current | | | 30 | | ||||||||
Consorcio Dock del Plata |
Related party | Trade account payable-current | | | 6 | |
24
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 18: | (Continued) |
Related Parties |
Relationship |
Item |
Gain (loss) for the period ended | Assets (liabilities) at | ||||||||||
03.31.09 | 03.31.08 | 03.31.09 | 06.30.08 | |||||||||||
Consultores Assets Management S.A. |
Related party | Accounts receivables, net current | | | 480 | 262 | ||||||||
Consultores Assets Management S.A. |
Related party | Other receivable and prepaid expenses - current | | | 4 | 16 | ||||||||
Consultores Assets Management S.A. |
Related party | Trade account payable-current | | | 2 | | ||||||||
Consultores Assets Management S.A. |
Related party | Interest | 11 | | | | ||||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Share services-payroll | | 949 | | | ||||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Interest and Exchange differences | (1,916 | ) | 1 | | | |||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Costs | (327 | ) | (13 | ) | | | ||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Interest | (3,958 | ) | | | | |||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Accounts receivables, net current | | | 4,138 | 765 | ||||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Other receivable and prepaid expenses - current | | | 993 | 4,335 | ||||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Trade account payable-current | | | 3,827 | 621 | ||||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Short-term debt | | | 2,317 | | ||||||||
Cresud S.A.C.I.F. y A. |
Shareholders | Long-term debt | | | 141,925 | | ||||||||
Cyrsa S.A. |
Joint control | Leases | 214 | 158 | | | ||||||||
Cyrsa S.A. |
Joint control | Interest | | 3 | | | ||||||||
Cyrsa S.A. |
Joint control | Accounts receivables, net current | | | 1,552 | 545 | ||||||||
Cyrsa S.A. |
Joint control | Trade account payable-current | | | 529 | 183 | ||||||||
Cyrsa S.A. |
Joint control | Other receivable and prepaid expenses | | | 2 | 712 | ||||||||
Cyrsa S.A. |
Joint control | Other liabilities-current | | | | 88 | ||||||||
Directors |
Related party | Administrative expenses directors fees | (23,608 | ) | (13,467 | ) | | | ||||||
Directors |
Related party | Interest and Exchange differences | (9 | ) | (3 | ) | | | ||||||
Directors |
Related party | Other receivable and prepaid expenses | | | 191 | 1,705 | ||||||||
Directors |
Related party | Trade account payable-current | | | | 31 | ||||||||
Directors |
Related party | Other receivable and prepaid expenses-non current | | | | 4 | ||||||||
Directors |
Related party | Accounts receivables, net current | | | | 1 | ||||||||
Directors |
Related party | Advances to Directors fees | | | 2,286 | | ||||||||
Directors |
Related party | Short-term debt | | | 1 | 1 | ||||||||
Directors |
Related party | Long-term debt | | | 37 | 30 | ||||||||
Directors |
Related party | Provision for Directors fees | | | 833 | 13,821 | ||||||||
Directors |
Related party | Directors guarantee deposits | | | 20 | 20 | ||||||||
Directores de Banco Hipotecario S.A. |
Related party | Short-term debt | | | | 1 | ||||||||
Directores de Banco Hipotecario S.A. |
Related party | Long-term debt | | | 27 | 22 | ||||||||
Directores de Banco Hipotecario S.A. |
Related party | Interest and Exchange differences | (7 | ) | (2 | ) | | | ||||||
Estudio Zang, Bergel y Viñes |
Related to Board of Directors | Sale and fees for services | (1,049 | ) | (1,866 | ) | | | ||||||
Estudio Zang, Bergel y Viñes |
Related to Board of Directors | Trade account payable-current | | | 368 | 264 | ||||||||
Estudio Zang, Bergel y Viñes |
Related to Board of Directors | Other receivable and prepaid expenses-current | | | 20 | 14 | ||||||||
Estudio Zang, Bergel y Viñes |
Related to Board of Directors | Other liabilities-current | | | 92 | 278 | ||||||||
Fundación IRSA |
Related party | Accounts receivables, net current | | | 19 | 14 | ||||||||
Fundación IRSA |
Related party | Other expenses-donations | (191 | ) | (78 | ) | | | ||||||
Fundación IRSA |
Related party | Other receivable and prepaid expenses-current | | | 2 | 5 | ||||||||
Fundación IRSA |
Related party | Provisions for donations commited | | | 3,503 | 4,656 | ||||||||
Futuros y Opciones.com S.A. |
Related party | Other receivable and prepaid expenses-current | | | | 4 | ||||||||
Futuros y Opciones.com S.A. |
Related party | Accounts receivables, net current | | | 5 | | ||||||||
Inversora del Puerto |
Control by Alto Palermo S.A. (APSA) | Net loss from related parties | | (14 | ) | | | |||||||
Metroshop S.A. |
Joint control by Tarshop S.A. | Other receivable and prepaid expenses-current | | | | 19,028 | ||||||||
Metroshop S.A. |
Joint control by Tarshop S.A. | Other liabilities-current | | | | 4,811 | ||||||||
Metroshop S.A. |
Joint control by Tarshop S.A. | Trade account payable-current | | | 7,640 | | ||||||||
Museo de los Niños |
Related party | Accounts receivables, net current | | | 811 | 21 | ||||||||
Museo de los Niños |
Related party | Other receivable and prepaid expenses-current | | | | 143 | ||||||||
Parque Arauco S.A. |
Shareholders of Alto Palermo S.A. (APSA) | Interest and Exchange differences | (14,793 | ) | (4,812 | ) | | | ||||||
Parque Arauco S.A. |
Shareholders of Alto Palermo S.A. (APSA) | Short-term debt | | | 1,120 | 2,142 | ||||||||
Parque Arauco S.A. |
Shareholders of Alto Palermo S.A. (APSA) | Long-term debt | | | 57,557 | 46,804 |
25
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 18: | (Continued) |
Related Parties |
Relationship |
Item |
Gain (loss) for the period ended | Assets (liabilities) at | ||||||||
03.31.09 | 03.31.08 | 03.31.09 | 06.30.08 | |||||||||
Advance to personal |
Related party | Interest | 98 | 83 | | | ||||||
Advance to personal |
Related party | Accounts receivables, net current | | | 21 | | ||||||
Advance to personal |
Related party | Trade accounts payable-current | | | 28 | | ||||||
Advance to personal |
Related party | Leases | 11 | 14 | | | ||||||
Advance to personal |
Related party | Other receivable and prepaid expenses-current | | | 1,532 | | ||||||
Advance to personal |
Related party | Other receivable and prepaid expenses-non current | | | 4 | | ||||||
Puerto Retiro S.A. |
Subsidiary (direct or indirect) | Accounts receivables, net current | | | 39 | 47 | ||||||
Puerto Retiro S.A. |
Subsidiary (direct or indirect) | Other receivable and prepaid expenses-current | | | 13 | 26 | ||||||
Rummaala S.A. |
Joint control | Interest | | 41 | | | ||||||
Rummaala S.A. |
Joint control | Other liabilities-current | | | 30 | |
26
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 19: | LAWSUITS AND CLAIMS IN COURSE |
| Provision for unexpired claims against Llao Llao Holding S.A. |
The Company Llao Llao Holding S.A. (LLH) (in liquidation process following the merger with and into IRSA), predecessor of Llao Llao Resorts S.A. (LLR) as operator of the Llao Llao Hotel, was sued in 1997 by the National Parks Administration seeking collection of the unpaid balance of the additional sale price, in Títulos de la deuda externa argentina (TDE) amounting to US$ 2.9 million. A ruling of the court of original jurisdiction sustained the claim. That ruling was appealed, and the Court of Appeals confirmed the judgment of the court of original jurisdiction, demanding payment from the company of US$ 3.8 million, plus interest accrued through payment, penalties and attorneys fees. In March 2004, LLH paid Ps. 9,156 in cash and TDE.
The plaintiff requested the court of original jurisdiction to initiate an incidental procedure for execution of sentence by performing a settlement through the Ministry of Economy, the procedure having being questioned by the Company. In view of the fact that the information provided was not sufficient to evaluate the amount settled by the Ministry of Economy, it was requested that the execution be suspended until there is a sentence on the complaint recourse filed with the National Supreme Court for the denial of the extraordinary recourse soliciting that the debt be converted to pesos (pesification).
On July 2008 the Court of Appeal notified LLR that by means of a resolution dated June 18, 2008 it had confirmed the settlement approved by the court of original jurisdiction.
On March 17, 2009, the National Supreme Court admitted the appeal against the decision made by the lower court judge that had improperly refused to permit its filing and decided to suspend the enforcement of the judgment in so far as the extraordinary appeal lodged by LLR is not resolved.
In accordance with the information provided by the attorneys in respect of this lawsuit, the amount to be recorded by virtue of the Court sentence amounts to Ps.10,174 as of March 31, 2009, such amount being recorded in Other current liabilities - Payables to National Parks Administration.
NOTE 20: | RESTRICTED ASSETS |
A. IRSA Inversiones y Representaciones Sociedad Anónima
i) Puerto Retiro S.A.
On April 18, 2000, Puerto Retiro S.A (indirect subsidiary of IRSA) was notified of a filing made by the National Government, through the Ministry of Defense, to extend the petition in bankruptcy of Inversora Dársena Norte S.A. (Indarsa) to Puerto Retiro S.A. Concurrently with the complaint, at the request of plaintiff, the bankruptcy court granted an order restraining the ability of Puerto Retiro S.A. to sell or dispose in any manner the acquired real estate property from Tandanor S.A. in June 1993.
27
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 20: | (Continued) |
Indarsa had acquired 90% of the capital stock of Tandanor S.A. to a formerly estate owned company privatized in 1991, engaged in the shipyard industry.
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 S.A.
The evidence steps of the legal procedures have been completed. Puerto Retiro S.A. appealed the precautionary measure, being the same confirmed by the Court on December 14, 2000. The parties have submitted their claims in due time. The file was passed for the judge to issue a pronouncement, this being a decree adjourning the summoning of decisions to pronouncement in the understanding that there exists pre-judgment in respect of the penal cause filed against ex-officers of the Ministry of Defense and ex-directors of the Company. Consequently, the matter will not be solved until there is final judgment in penal jurisdiction.
The Management and legal advisors of Puerto Retiro S.A. estimate that there are legal and technical issues sufficient to consider that the request for postponement of bankruptcy will be denied by the court. However, taking the circumstances into account and the progress of the legal action, this position cannot be considered final.
ii) Mortgage guaranteed loan Hoteles Argentinos S.A.
In March 2005, Credit Suisse First Boston (CSFB) acquired the debt for US$ 11.1 million of Hoteles Argentinos (HASA), which had been in non-compliance since January 2002. In April 2006 HASA reduced the capital amount payable to US$ 6.0 million. The balance will accrue LIBO interest rate 6 months plus 7.0% and will be paid off in installments, being the last of US$ 5.07 million due in March, 2010.
In addition, two credit default swaps were subscribed. One between IRSA and CSFB for 80% of the restructured debt value, and the other one is between Starwood Hotels and Resorts Worldwide Inc. (Starwood) and CSFB for 20% of the restructured debt value. Under these contracts, both companies (IRSA and Starwood) are able to protect CSFB in case of non-compliance with HASAs obligations. For valuable consideration, IRSA and Starwood will be paid a coupon on a periodical basis. To support the obligations assumed, the Company deposited as guarantee the amount of US$ 1.2 million.
28
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 20: | (Continued) |
iii) The company still has a mortgage on properties as follows:
Properties |
Book value as of March 31, 2009 | |
Edificio República |
225,522 | |
Hotel Libertador |
43,638 | |
Terrenos Bariloche |
21,900 | |
Suipacha 652 |
11,501 | |
Caballito plot of land |
4,429 |
iv) The Company has furnished pledge on shares of Rummaala S.A.
B. | Alto Palermo S.A (APSA) |
The property and equipment account includes the multiplex cinema located at the Córdoba Shopping Villa Cabrera, which is encumbered by an antichresis because of the financial payable of Empalme S.A.I.C.F.A. y G. (as from January 1, 2009, such company merged into Shopping Alto Palermo S.A.) to NAI INTERNACIONAL II Inc. (See Note 23 B.1).
The accounts receivable financial trusts include the contingency funds of financial trust as credit protection for investors that as of March 31, 2009 amounted to Ps. 8,037. They are restricted availability credits until settlement in accordance with the respective prospectuses.
As of March 31, 2009, under other current receivables and prepaid expenses, APSA has deposit that are restricted in accordance with the following amounts:
i) Ps. 26, concerning the case Derviche Hernán Andrés with Alto Palermo S.A. and others about dismissal;
ii) Ps. 52, concerning the case Palma Claudio with Alto Palermo S.A. about dismissal;
iii) Ps. 18, concerning the case Chavez Andrés Ramiro with Alto Palermo S.A about dismissal.;
As regards the case Alto Palermo S.A. with Dirección General Impositiva in re: Appeal, Case file No. 25.030-I, currently heard by Room A, Office of the 3rd Nomination, the property located at Av. Olegario Andrade 367, Caballito, Buenos Aires City has been encumbered, and its value as of March 31, 2009 amounts to Ps. 36,741 (disclosed in the Non-current investments- Undeveloped plots of land).
29
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 20: | (Continued) |
As of June 30, 2008 there is Ps. 34,073 in non-current investments related to shares of Empalme S.A.I.C.F.A. y G. (As from January 1, 2009, such company merged into Shopping Alto Palermo S.A.), which had been pledged. With the payment of the last installment on December 2008, the encumbrance was lifted (See note 21 B.4.).
In the current investments line BONTE 2006 titles were included in the amount of Ps. 34, that are deposited as rental guarantee.
As of March 31, 2009, APSA as granted a plaged over Certificates of Participation related Fideicomisos Financieros Tarjeta Shopping according to the following detail:
| To Standard Bank Argentina S.A. Certificate of Partirticipation related to Fideicomisos Financieros Tarjeta Shopping Series XLII; XLIV and XLVIII for Ps. 13,089. |
| To the Nuevo Banco Industrial del Azul Certificate of Participation related to the Fideicomisos Financieros Tarjeta Shopping Series XXXIV and XXXVI for Ps. 4,091. |
| To Banco CMF S.A. Certificate of Participation related to the Fideicomisos Financieros Tarjeta Shopping Series XXIX, XXX and XXXIII for Ps. 5,268. |
| To Banco Superville Certificate de Participation related to the Fideicomisos Financieros Tarjeta Shopping Series XXXII, XXXVII and XXXVIII for Ps. 4,137. |
| To Banco Itaú Buen Ayre S.A. Certificates of Participation related to Fideicomiso Financiero Tarjeta Shopping Series XXXIX and XL, for Ps. 4,024. |
As of March 31, 2009, the plot of land located at Beruti 3351/59, Buenos Aires City, is encumbered by a first mortgage in favor of Dowler Company S.A., in security of the unpaid balance of the purchase date of price for US$ 8.9 million (See Note 21 B.8.).
As regards the case styled Case File N° 88.390/03 with María del Socorro Pedano; for Tres Ce S.A. o Alto Palermo S.A., the building located at Av. Virrey Toledo 702, Salta has been encumbered for an amount of Ps. 180.
30
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | ADQUISITION, CONSTITUTION AND RESTRUCTURING OF BUSINESS AND PROPERTY |
A. | IRSA Inversiones y Representaciones Sociedad Anónima |
1. | Acquisition for the Palermo Invest S.A (Palermo Invest) |
In October 2006, IRSA acquired the remaining 33.33% of the shares of Palermo Invest S.A. to GSEM/AP Holdings, L.P., for an aggregate purchase price of US$ 18 million, at the date of the contract paying US$ 9 million. The remaining balance will be paid in three equal and consecutive installments of US$ 3 million the first due in October 2007, which will accrue 9% annual interest to be paid quarterly.
2. | Acquisition of plot of land in Vicente López and creation of Cyrsa |
In January 2007, the Company acquired the company named Rummaala S.A. (Rummaala), the main asset of which was a plot of land located in Vicente López, Province of Buenos Aires. The purchase price was US$ 21.2 million, payable as follows: (i) US$ 4.3 million in cash and (ii) by delivering certain units of the building to be constructed in the plot of land owned by Rummaala in the amount of US$ 17 million, within a 4-year term as from the approval date of the plans by the related authorities or when the facilities be vacated, whichever last occurs. As security for compliance with, the shares acquired were pledged.
Simultaneously with the above transaction, Rummaala acquired a plot of land in the amount of US$ 15 million, payable as follows: (i) US$ 0.5 million in cash; (ii) by delivering certain units of buildings Cruceros I and II owned by the Company in the amount of US$ 1.24 million and (iii) by delivering certain units of the building to be constructed in the land acquired in the amount of US$ 13.25 million, within a 40-month term considered as from the approval date of the plans by the related authorities or when the facilities be vacated, whichever last occurs. As security for compliance the Companys property located at Suipacha 652 was mortgaged. In April, 2007, the Company constituted CYRSA S.A., to have a legal entity that allows developing a specific project together with one or more investors having the required knowledge and expertise. In August 2007, CYRELA is incorporated with the ownership of 50% of CYRSA capital stock.
In the same act, the Company contributed 100% of the shareholding of Rummaala and the liability in kind related to the acquisition of a plot of land to CYRSA in the amount of Ps. 21,495 and CYRELA contributed Ps. 21,495 (amount equivalent to the net value of the shares contributed by the Company).
From May 2008, Rummaala continued the marketing process of the building units to be constructed on the plot referred to above called Complejo Horizons. Certain clients have made advances by means of signing preliminary sales contracts for 99% of the units to be marketed, which are disclosed in Customer advances.
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IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
The sale price set forth in these preliminary sales contracts consist of a fixed and determined portion and another portion to be determined in line with the future construction expenses.
Depending from the purchase plan chosen by the client:
| The balance of the price thus determined will be fully paid on installments paid up to the time of transfer / signature of deeds. |
| Partial cancellation will be on installments payable up to the time of transfer / signatures of deeds, the remaining balance to be financed during 90 months term with units having mortgaged guarantees. |
Through the preliminary sales contracts, Cyrsa is committed to transfer the functional units in February 2011 to the latest.
3. | Quality Invest S.A. |
In August 2007, IRSA formed Quality Invest S.A. with the purpose of associate or invest capitals and transactions with financial instruments, with the exception of any activities comprised in the Financial Entities legislation and any other that would require public bidding.
At the date of the issued of this unaudited financial statements, Quality Invest has not started operations yet.
4. | Acquisition of shareholdings in a foreign Company |
In July, 2008 IRSA acquired 30% of Metropolitan 885 Third Ave. LLC (or Metropolitan).
The main asset of Metropolitan 885 Third Ave. LLC is an office building located on Third Ave. between 53rd and 54 th streets, District of Manhattan, City of New York. In addition to the building, the Company acquired includes debt associated with the asset.
In order to carry out this acquisition the following operations were done:
| In June 2008, 100% of the shareholding of Tyrus S.A. was acquired, this company being established in Uruguay. |
32
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
| In June 2008, IRSA International LLC was incorporated on ad hoc basis in Delaware, being 100% owned by Tyrus S.A. |
| In July 2008, IRSA International LLC acquired 30% of the shareholding of Metropolitan 885 Third Ave. LLC in the amount of US$ 22.6 million. |
IRSA acquired a put right to sell a 50% interest exercisable within a period ranging from six months to three years following the transaction.
In addition, IRSA acquired the right of first offering for the acquisition of 60% over the 5% currently held by one of the shareholders.
5. | Acquisition of shares in Banco Hipotecario |
In March 2009, the Company (through some subsidiaries) purchased 2,830,138 Banco Hipotecario shares and 3,619,000 Banco Hipotecario ADRs in exchange for Ps. 18,815. The book value of the stock purchased is Ps. 56,137 (See Note 1.5.i. to the Unaudited Basic Financial Statements). As a result of these transactions, at the end of this period the Company had a 14.57% ownership interest in Banco Hipotecario S.A.s capital stock.
B. | Alto Palermo S.A. |
1. | Increase in equity in interest-Mendoza Plaza Shopping S.A. |
On September 29, 2004, upon executing the agreement to purchase the capital stock of Mendoza Plaza Shopping S.A., APSA signed an agreement with Inversiones Falabella Argentina S.A. by which this company had an irrevocable right to sell its stock interests in Mendoza Plaza Shopping S.A. (PUT) to APSA, which may be exercised until the last working day of October 2008, for US$ 3.0 million as expressly established in the agreement.
On June 30, 2008, Inversiones Falabella Argentina S.A. formally notified the PUT exercise previously granted by which this company sold to Alto Palermo S.A. (APSA) 2,062,883 nonendorsable, registered shares of common stock, Class A, with face value of Ps. 1 each and with 5 voting rights per share and 2,062,883 nonendorsable, registered shares of common stock, Class B, with face value of Ps. 1 each and with 1 voting rights per share, thus acquiring 5% of the share on behalf of Shopping Alto Palermo S.A.
Total shares acquired represented 14.6% of the capital stock of Mendoza Plaza Shopping S.A. at the price of US$ 3 million established in the respective option agreement (equivalent to Ps. 9,090). Such price was full paid in by APSA on July 2, 2008, when the respective deed to close between both companies was executed.
33
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
The shares acquired on behalf of Shopping Alto Palermo S.A. were transferred to such company on July 2, 2008 by means of a Shares Assignment Agreement and the amount paid of US$ 1 million was returned to APSA on October 2, 2008.
As from January 1st., 2009 Mendoza Plaza Shopping merged into Shopping Alto Palermo S.A. (See Note 21 B.11.).
2. | Exercise of option |
During August 2007, APSA exercised an option for subscription of new shares representing 75% of the capital stock and votes of a company which purpose is the development of a cultural and recreational complex in the Palermo district of the Autonomous City of Buenos Aires.
This option is subject to the fulfillment of certain essential conditions such as the approval of the project by the pertinent authorities and the authorization of this operation by the National Anty-Trust Commission, among other, which to the date of issuance of these unaudited financial statements have not yet been complied with.
The price of the option was fixed in US$ 0.6 million and it has been fully cancelled.
If the above-mentioned conditions are complied with, APSA will make a total investment of US$ 24.4 million.
At of the closing date of these Unaudited Financial Statements the Company granted loans for amount of US$ 0.8 million.
This option has been accounted for in Non-Current Investments.
3. | Acquisition of a commercial center goodwill |
On December 28, 2007, Alto Palermo S.A. (APSA) signed an agreement for Partial Transfer of Goodwill with INCSA for acquiring one of the parts of the goodwill established by a Commercial Center where Soleil Factory currently develops activities, the transaction being subject to certain conditions. The total price of the operation is US$ 20.7 million of which US$ 8.1 million were paid at the time the preliminary purchase contract was entered into. Such disbursement was recorded as an advance for the purchase of fixed assets.
34
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
Once the definitive signature of the goodwill transference has taken place, the remaining amount of US$ 12.6 million will accrue 5% annual interest plus VAT, which will be repaid in 7 annual and consecutive installments. The first interest installment will be paid 365 days after the contract is signed and together with the payment of the last interest installment the total capital owed will be cancelled.
Furthermore, APSA signed an offering letter for acquiring, building and running a commercial centre in a real estate owned by INCSA, located in the City of San Miguel de Tucumán, Province of Tucumán. This transaction is subject to certain conditions, one of these being that APSA partially acquires from INCSA the goodwill established by the commercial center that develops activities in Soleil Factory. The price of this transaction is US$ 1.3 million, of which US$ 0.05 million were paid on January 2, 2008. Such disbursement was recorded as an advance for purchase of fixed assets.
4. | Acquisition of Córdoba Shopping |
On July 7, 2006, Alto Palermo S.A. (APSA) and Shopping Alto Palermo S.A. entered into a share purchase agreement to acquire the shares of Empalme S.A.I.C.F.A. y G., owner of Córdoba Shopping Villa Cabrera. Such transaction was subject to certain events of default, among which, the approval by the National Anti-Trust Commission, which was formally granted and notified on December 20, 2006.
The price agreed upon for such transaction was set a gross amount of US$ 12 million plus a variable amount resulting from the adjustment after the year-end (originally provided in the agreement) which was determined for Ps. 3,961. The Company was included in APSAs financial statements as from December 31, 2006. During December 2008, APSA and Shopping Alto Palermo S.A. have paid US$ 2.1 million related to the fourth installment of capital and interest. To secure the unpaid purchase price, it had been pledged in favor of the sellers 100% of Empalmes shares. With the fourth installment cancellation, the encumbrance was lifted.
Córdoba Shopping Villa Cabrera is a shopping center covering 35,000 square meters of surface area, including 106 commercial stores, 12 cinemas and parking lot for 1,500 vehicles, located in Villa Cabrera, city of Córdoba. This investment represents a growing opportunity in the commercial centers segment in line with the expansion strategy and presence in the principal markets inside the country.
As from January 1, 2009 Empalme S.A.I.C.F.A. y G. merged into Shopping Alto Palermo S.A. (See Note 21 B.11.).
35
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
5. | Capital increase and capital contributions to Tarshop S.A. |
Due to the international financial context, there has been high volatility in the interest rates and increases in the so called systemic default that have affected performance and financing of consumer financing business. Increased default levels have brought about an increase in the subordination of financial trusts that coupled to the changes in the tax treatment afforded to them, the higher interest rate due to risk increase and a certain deceleration of private consumption, generated the need to review the general and specific economic perspectives of Tarshops activity.
To meet the growing volatility in the international financial context and provide Tarshop with a capital base according to the current market conditions, in September 2008 APSA decided to participate in the capital increase of Tarshop for up to the amount of Ps. 60,000, increasing its equity interest in Tarshop from 80% to 93.4%. Likewise, on December 31, 2008, the APSA provided funds then accepted as irrevocable contributions for Ps. 105,000 aiming at strengthening the balance sheet position, reinforcing the financial position, paying for operating expenses and repositioning Tarshop on the market. During January 2009 APSA granted a loan to Tarshop S.A. for the amount of Ps. 10,600, to BADLAR rate.
To supplement the financial support, various actions were implemented since then by means of direct advisory of APSAs management at Tarshop S.A. Such actions were aimed at improving Tarshops performance downsizing the structure of points of sales with the subsequent decrease in personnel by 17%, the reduction of 13 points of sales and the reduction of leased centralized areas by 10%. Rationalization of resources has included areas such as consulting.
In line with the commercial actions as the following actions among other were recently implemented:
(i) | Redesigning the structure of distribution channels. |
(ii) | Changes in cash and financing plans to stores. |
(iii) | Renegotiation conditions with adhered establishments. |
It is outlined likewise that the recent amendment to the tax treatment to financial trusts and other changes boosted by the Federal Executive calls for an ongoing adjustment monitoring fine-tuning the positioning strategy of Tarshop, upon the comings and goings of this juncture.
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IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
6. | Acquisition of the building known as Ex-Escuela Gobernador Vicente de Olmos (City of Córdoba) |
In November 2006, APSA participated in a public bidding organizated by the Corporación Inmobiliaria Córdoba S.A. for the sale of the building known as Ex Escuela Gobernador Vicente de Olmos, located in the city of Córdoba. The building covers 5,147 square meters and part of the commercial center known as Patio Olmos is currently operating in the building, developed in four commercial plants and two parking basements. The commercial center also includes two neighbor buildings with cinemas and a commercial annex connected to the bidding sector and legally related through easement agreements.
The building is under a concession agreement, which APSA was assigned, effective for 40 years, falling due in February 2032, which grants the concession holder the commercial exploitation of the property. Such agreement provides for paying a staggered fee in favor of the concession principal which shall be increased by Ps. 2.5 every 47 months. As of the issuance date of these unaudited financial statements, the concession is at the 205 month, with a current monthly fee of Ps. 12.6 while the next increase is scheduled for the 235 month.
The offer made by APSA to purchase such property was Ps. 32,522, payable as follows: 30%, or Ps. 9,772 upon being awarded and the remaining balance of Ps. 22,750 upon signing the ownership title deed.
On November 20, 2006 APSA was notified that the bid had been awarded, having paid in due course 30% of the price offered according to the terms provided in the bidding terms and conditions.
Likewise, on January 15, 2007, APSA was notified by the National Anti-Trust Commission of two claims made with such agency by an individual and by the commercial center concession agent as regards this transaction. On February 1, 2007, such claims were responded.
On June 26, 2007, APSA was notified of a resolution issued by such agency by which it was resolved to open the summary proceedings under case file No. 501:0491102/2006 of the Registry to the Ministry of Economy and Production styled Grupo IRSA et al in re. infringement to Law No. 25,156 (C 1163) under section 30 Law No. 25,156.
On September 25, 2007, the transfer deed was signed with the Government of the Province of Córdoba for the building in which Patio Olmos Commercial Center is currently operating. The transference of the respective concession contract was also entered into. In such operation, the balance of the price agreed for Ps. 22,750 was cancelled. As of March 31, 2009 APSA has recorded this transaction as non-current investments.
37
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
On January 24, 2008 APSA received a note of the National Anti-Trust Commission, record N º S01/0477593/2007 (DP No. 38) by which it is requested to report and deliver the pertinent documentation on the matter related to such operation.
On November 8, 2007, Law No. 9,430 declared that two (2) rehearsal halls of about 400 square meters and 531 square meters each were of public usefulness and subject to expropriation. These two areas are located in the property acquired by the tender, but are not part of the leased areas and, consequently, were acquired with such property, establishing also that the real property to be subdivided to proceed to the partial expropriation provided.
On August 21, 2008, APSA challenged the valuation for Ps. 533 carried out by Consejo General de Tasaciones de la Provincia de Córdoba (General Valuation Office for the Province of Córdoba) under the previously mentioned expropriation. To date, APSA is waiting that the Province of Córdoba initiates the respective expropriation trial.
It should be noted that the agreed upon covenants by the Province and APSA upon the acquisition established that the use of the portion of the expropriated property was reserved for the Province of Córdoba through the year 2032 for the use of such rehearsal halls.
7. | Barter with Condominios del Alto S.A. |
On October 11, 2007, Alto Palermo S.A. (APSA) subscribed with Condominios del Alto S.A. a barter contract in connection with an own building, plot 2G, located in the City of Rosario, Province of Santa Fe, Argentina.
As partial consideration for such barter contract, Condominios del Alto S.A. agreed to transfer the full property, possession and dominium in favor of APSA of the following future real estate: (i) Fifteen (15) Functional Housing Units (apartments), with an own constructed surface of 1,504.45 square meters, which represent and will further represent jointly 14.85% of the own covered square meters of housing units (apartments) of the real estate that Condominios del Alto S.A. will build in Plot G, and (ii) fifteen (15) parking spaces, which represent and will further represent jointly 15% of the own covered square meters of parking spaces units in the same building.
The parties have determined that the value of each undertaking in the amount of US$ 1.1 million. The previously mentioned operation is disclosed in inventory - units under construction.
As a complementary consideration in favor of APSA, Condominios del Alto S.A. paid APSA US$ 0.015. Also and in guarantee for the obligations assumed: (i) Condominios del Alto S.A. charged a first degree mortgage and degree of privilege in favor of
38
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
APSA on Plot 2 G in the amount of US$ 1.1 million; (ii) established a security insurance of which APSA will be assigner of the insured amount of US$ 1.6 million; and (iii) the shareholders of Condominios del Alto S.A. are the guarantors of the obligations of the latter up to the amount of US$ 0.8 million.
APSA also granted Condominios an acquisition option through barter of plot 2 H. On November 27, 2008, the title deed for the plot of land 2 H was executed for US$ 2.3 million, a value that that the parties have determined for each of their considerations.
As partial consideration for the above-mentioned barter, Condominios del Alto S.A. agreed to transfer the full property, possession and ownership in favor of APSA of the following future real state: (i) Forty two (42) Functional Housing Units (apartments), which represent and will further represent jointly 22% of the own covered square meters of housing (apartments) of the building that Condominios del Alto S.A. will construct in Plot H; and (ii) Forty seven (47) parking spaces, which represent and will further represent jointly 22% of the own covered square meters of parking spaces units in the same building.
8. | Adquisition of Beruti plot of land |
On June 24, 2008, APSA acquired from Dowler Company S.A. the plot of land located at Beruti 3351/3359, between Bulnes street and Coronel Díaz Avenue in Buenos Aires City, near the shopping mall known as Shopping Alto Palermo, a location considered to be strategic for the Company.
The transaction was executed for a total price of US$ 17.8 million out of which, as of the closing date of these unaudited financial statements US$ 13.3 million had been paid and the remaining unpaid balance will be paid off in one installment of US$ 4.5 million, which will due on February, 2010 and do not accrue interest. To secure compliance with the settlement of the unpaid balance, the plot of land has been encumbered with a first mortgage in favor of Dowler Company S.A. Such plot of land is disclosed in the account non-current investments-
9. | Purchase of the Anchorena street building |
On August 7, 2008 APSA signed an agreement by which acquired functional units number one and two with an area of 2,267.5 square meters and 608.37 square meters located at Dr. Tomas Manuel de Anchorena street No. 665, 667, 669 and 671, between Tucumán and Zelaya streets. The total agreed-upon price amounts to US$ 2 million which has been paid on January 15, 2009 when the title deed was signed.
39
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
On August 7, 2008 APSA signed an agreement by which acquired functional unit number three with an area of 988 square meters, located at Dr. Tomas Manuel de Anchorena street No. 665, 667, 669 and 671, between Tucumán and Zelaya streets. The total agreed-upon price amounts to US$ 1.3 million which has been paid on January 15, 2009 when the title deed was signed.
As of March 31, 2009 the total amount paid for the acquired functional units above mentioned was US$ 3.3 million, which is disclosed as fixed assets.
10. | Barter with CYRSA S.A. |
On September 24,1997 APSA and COTO Centro Integral de Comercialización S.A. (COTO) granted a title deed by which APSA, which then operated under the name of Sociedad Anónima Mercado de Abasto Proveedor (SAMAP), acquired the rights to receive the garage parking slots and the rights to increase the height of the building located between the Agüero, Lavalle, Guardia Vieja and Gallo street, in the Abasto neighborhood.
On July 31, 2008, a condition barter commitment was executed by which APSA would transfer CYRSA 112 garage parking slot and the rights to increase the height of the property to build a two tower building on the previously mentioned property, upon compliance with certain conditions.
In consideration, CYRSA would give APSA an amount to be determined in the future of units in the building that would be built equivalent to 25% of square meters, which as a whole will be total not less than the amount of four thousand and fifty three with 0.5 proprietary square meters to be built. Likewise, if any, CYRSA would deliver APSA a number of storing units equivalent to 25% of the storing units in the future building.
Additionally and in the case of the conditions which the transaction is subject to are considered to have been met, CYRSA would pay APSA the amount of US$ 0.1 million and would carry out the works at the parking slots that APSA would receive from COTO. This amount would be paid within 30 running days as from the executing the barter deed.
In order for the barter to be effective, certain essential provisions should be complied with by COTO.
Possession of the property will be simultaneously granted upon executing the title deed, which will be carried out within 30 running days as from the date on which APSA notifies CYRSA the compliance of the conditions precedent.
The total amount of the transaction between CYRSA and APSA total US$ 5.9 million.
40
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 21: | (Continued) |
11. | Merger into Shopping Alto Palermo S.A. (SAPSA), Mendoza Plaza Shopping S.A. and Empalme S.A.I.C.F.A. y G. |
The Extraordinary and Unanimous Shareholders Meeting held on February 16, 2009, resolved the merger of Shopping Alto Palermo S.A. into with Mendoza Plaza Shopping S.A. (See Note 10) and Empalme S.A.I.C.F.A. y G.
Thus, there was a capital increase of Ps. 122,485. The exchange value of shares of Mendoza Plaza Shopping S.A. and Empalme S.A.I.C.F.A. y G. was established at 91,368,699 and 31,116,055 shares of SAPSA, respectively, for 26,844,277 shares of Mendoza Plaza Shopping S.A. and 7,860,300 shares of Empalme S.A.I.C.F.A. y G.
NOTE 22: | CONVERTIBLE AND NON CONVERTIBLE NOTES PROGRAM |
| Alto Palermo S.A. |
1. | Issuance of unsecured convertible notes. |
On July 19, 2002, APSA issued Series I of Unsecured Convertible Notes (ONC) for up to US$ 50 million with a face value of Ps. 0.1 each. That Series was fully subscribed and paid-up.
This issuance was resolved at the Ordinary and Extraordinary Meeting of Shareholders held on December 4, 2001, approved by the National Securities Commission Resolution No. 14,196 dated March 15, 2002 and authorized to list for trading on the Buenos Aires Stock Exchange on July 8, 2002.
The main issue terms and conditions of the Unsecured Convertible Notes are as follows:
| Issue currency: US dollars. |
| Due date: On May 2, 2006, the Meeting of Obligees decided to postpone the original due date to July 19, 2014 and, for this reason, the Unsecured Convertible Notes have been classified as non-current in these unaudited financial statements. As the subscription terms have not been significantly modified, this postponement of the maturity term has had no an impact on the unaudited financial statements. |
| Interest: at a fixed nominal rate of 10% per annum. Interest is payable semi-annually. |
| Payment currency: US dollars or its equivalent in pesos. |
41
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 22: | (Continued) |
| Conversion right: the notes can be converted at any time at the option of each holder into ordinary shares at a conversion price equivalent to the higher of the result from dividing the nominal value of the Companys shares (Ps. 0.1) by the exchange rate and US$ 0.0324, which means that each Note is potentially exchangeable for 30,864 shares of Ps. 0.1 par value each. |
| Right to collect dividends: the shares underlying the conversion of the Notes will be entitled to the same right to collect any dividends to be declared after the conversion as the shares outstanding at the time of the conversion. |
As of March 31, 2009, the holders of Unsecured Convertible Notes in APSA ordinary shares, have exercised their right to convert them for a total of US$ 2.8 million, leading to the issuing of ordinary shares of Ps. 0.1 face value each. As of March 31, 2009 Unsecured Convertible Notes amounted to US$ 47.2 million of which US$ 31.7 million correspond to the Company which is eliminated in the consolidation process.
On January 19, 2009, the thirteenth interest installment was cancelled by an amount of US$ 2.4 million.
2. | Issuance of non convertibles notes |
On May 11, 2007, Alto Palermo S.A. issued two new series of Notes for a total amount of US$ 170 million. Series I relates to the issuance of US$ 120 million maturing on May 11, 2017, which accrue interest at a fixed interest rate of 7.875% paid semiannually on May 11 and November 11 of each year as from November 11, 2007. On November 11, 2008 the third interest installment was cancelled by an amount of US$ 4.7 million. The principal of this series shall be fully paid upon at maturity. Series II relates to the issuance of Ps. 154,020 (equivalent to US$ 50 million). Principal will be settled in seven, equal and consecutive semiannual installments as from June 11, 2009, and accrues interest at 11% per annum, maturing on June 11, and December 11 of each year as from December 11, 2007.
These issuances constitute Series I and II within the Global issuance Program of Notes, for a face value of up to US$ 200 million (the Program) authorized by the National Securities Commission (CNV) by means of Resolution No. 15,614 dated April 19, 2007.
During the nine-month period ended March 31, 2009, APSA re-purchased US$ 3 million of Series II Notes and US$ 5 million of Series I Notes, which have been valued at face value and are disclosed netting the current and non-current capital and interest owed. Such repurchases generated an income of Ps. 13,202; disclosed in the account Financial results generated by liabilities, in the net income for repurchase of negotiable obligation. As of March 31, 2009 total Series II and Series I Notes repurchased amount to US$ 4.8 million II and US$ 5.0 million, respectively.
42
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 22: | (Continued) |
During the nine-month period ended March 31, 2009 the Company purchased Series I Notes for a face value of US$ 27.9 million. Likewise Cresud purchased Series I Notes for a face value of US$ 5.0 million.
Additionally, subsequent to period end, the Company purchased Series I Notes for a face value of US$ 11.8 million and Series II Notes for a face value of US$ 15.1 million.
NOTE 23: | RELEVANTS FACTS |
A. | IRSA Inversiones y Representaciones Sociedad Anónima |
1. | Investment in Banco Hipotecario |
Compensation of the National Government to financial entities as a result of the asymmetric pesification
The National Government, through Decree 905, provided for the issuance of National Government Compensating Bonds, to compensate financial entities for the adverse equity effects generated due to the conversion into pesos, under various exchange ratios, of the credits and obligations denominated in foreign currency as established by Law No. 25,561, Decree 214 and addenda, also provided for covering the negative difference in the net position of foreign currency denominated assets and liabilities resulting from its translation into pesos as established by the above-mentioned regulations, and entitled the Argentine Republic Central Bank to determine the pertinent rules.
Banco Hipotecario S.A. submitted the presentation as regards sections 28 and 29 of Decree 905 Compensation to Financial Entities, as follows:
| National Government Compensation Bond - US$ 2,012 (section 29, points b, c and d): compensating bond difference between pesified assets and liabilities at Ps. 1.00 for the rate of exchange difference of Ps. 0.40, translated at Ps. 1.40 per US$ dollar: US$ 360,811. |
| National Government Compensation Bond coverage - US$ 2,012 (section 29 point e). Coverage bond difference between assets and liabilities in US dollars net of the compensating bond: US$ 832,827. |
In September 2002 and October 2005, the Argentine Central Bank credited US$ 344,050 and US$ 16,761 in BODEN 2012, respectively, for compensation.
43
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (Continued) |
On August 1, 2005, a note was submitted to the Argentine Central Bank stating the acceptance of the number of BODEN verified by the Superintendence of Financial and Exchange Entities.
Finally in September 2005 began the subscription of Coverage BODEN 2012. As of March 31, 2009 the subscription of BODEN 2012 amounts to US$ 773,531.
Exposure to the non-financial public sector
Banco Hipotecario S.A. keeps recorded in its financial statements assets with the Non-Financial Public Sector amounting to Ps. 3,129,617. On the other hand, liabilities to the Argentine Central Banks recorded as of March 31, 2009 amount to Ps. 208,873 being the credit balance related to advances to subscribe BODEN 2012 in line with sections 28 and 29 of Decree 905/02.
The net exposure with the Public Sector, without considering liquid assets in accounts authorized by the Argentine Central Bank, amounts to Ps. 2,920,744 and Ps. 2,628,720 as of March 31, 2009 and 2008, respectively.
Banco Hipotecario S.A. intends to allocate assets portfolio of the public sector as guarantee for the application of the advancement to finance the coverage bonds subscription, as provided for in section 29 of Decree 905/02.
As from January 1, 2006, the dispositions of point 12 of Communication A 3911 (Communication A 4455) became effective, as regards that the assistance to the Public Sector (average measured) cannot exceed 40% of total Assets of the last day of the previous month. Through Communication A 4546 of July 9, 2006, it was established that as from July 1, 2007, such limit was modified to 35%. The exposure of Banco Hipotecario S.A. to the Public Sector originated in compensations granted by the National Government as a result of year 2002 crisis, principally related to the asymmetric pesification of assets and liabilities. To such extent and considering that assets to the Public Sector exceeded the mentioned limit. On January 19, 2006, Banco Hipotecario S.A. reported to the Argentine Central Bank that it will gradually decrease the proportion of assets subject to the exposure to the Public Sector, in line with the amortization and cancellation made by the Government of the bonds received for asymmetric compensation in the currency of issuance. To date, no objections to this issue have been received.
As of March 31, 2009 and 2008 the assistance to the Public Sector arises 24.8% and 26.4%, from total Assets, respectively.
44
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (Continued) |
Economic situation
During the last months, the worlds principal financial markets have suffered the impact of volatility conditions as well as lack both of liquidity and credit. Consequently, stock-market rates showed a significant fall together with an evident economic deceleration also at worldwide. Although the central countries took immediate action on the matter, the future evolution of the international markets is uncertain, which produce direct effects on the quotation of financial assets, particularly shares, debts, titles and investments funds.
As regards the Argentine Republic, stock-markets showed a pronounced downward trend in the price of public and private bonds and a rise in interest rates, country risk and rates of exchange.
The Banks management is evaluating and monitoring the effects derived from the situations referred to above on the Company and subsidiaries in order to adopt the necessary measures to soften the effects of the global situation.
As shown in the balance sheet of Banco Hipotecario S.A. all the above matters produced negative effects on the bank investments, the principal impact being the one generated by public bonds received and to be received arising from the offsetting established in sections 28 and 29 of Decree 905/02, and by guaranteed bonds.
Aspects pending of resolution
As mentioned in the notes to the financial statements of Banco Hipotecario S.A. (Banco Hipotecario), there are certain aspects that had been objected to by the Financial Institutions Oversight Department of the Central Bank of Argentina (BCRA); Banco Hipotecario is currently preparing the relevant responses. These matters are related mainly to:
(a) | The accounting records entered for certain transactions involving derivative financial instruments, which, according to the requirements of BCRA, are to be booked in accordance with the criteria laid down by the professional accounting standards, would entail a reduction in Shareholders equity as of March 31, 2009; |
(b) | the regulatory treatment of prudential ratios, mainly in connection with the Non-financial public sector credit risk fractioning and counterparty risk and their impact on the minimum capital requirements arising from certain transactions involving derivate financial instruments: according to BCRAs calculations, there might have been a significant under-statement of the amounts deposited as per such ratio as of December 31, 2008; and, |
45
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (continued) |
(c) | as regards the accounting for the compensation to be paid by the National Government in connection with the Coverage Bonds: if it were booked as per the requirements imposed by BCRA, would entail a reduction in Shareholders equity as of March 31, 2009 should be revised down. |
To book its investment in Banco Hipotecario, the Company uses the banks Net shareholders equity as determined by application of Argentinas professional accounting standards. Therefore, the aspects referred to in a) and c) above do not have a significant impact on the Companys financial statements because they have already been considered in the amounts used to determine Shareholders equity.
2. | Capitalization program for executive management |
The Company and its subsidiary APSA have developed during the period ended June 30, 2007 the design of a capitalization program for the executive personell by means of contributions that will be made by employees and by the Company.
That plan is aimed at certain employees that the Company chooses with the intention to maintain them, increasing its total compensation through an extraordinary reward provided certain circumstances are met.
Participation with and contribution to the plan are voluntary. Once the beneficiary has accepted, two types of contributions may be made. One monthly contribution, based on the salary and one extraordinary contribution based on the annual bonus. The suggested contribution is up to 2.5% of the salary and up to 15% of the bonus. On the other hand, the Companys contribution will be 200% of monthly contributions and 300% of employees extraordinary contributions.
Proceeds from the contributions made by participants are transferred to an independent financial vehicle, especially organized and located in Argentina as Investment Fund approved by the National Securities Commission (CNV). Such funds are freely redeemable at the participants request.
Proceeds from the contributions made by the Company are transferred to another financial vehicle independent of and separate from the previous one. In the future, participants will have access to 100% of the plan benefits (i.e. including the Companys contributions made in favor of the financial vehicle created ad hoc) under the following circumstances:
| Regular retirement under applicable labor regulations |
46
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (continued) |
| Full or permanent disability or incapacity |
| Demise |
In the event of resignation or dismissal without just cause, the participant will obtain the amount resulting from the Companys contributions only if they have participated in the plan for a minimum five-year term subject to certain conditions.
As of March 31, 2009, security charges of the Company amount to Ps. 2,584.
B. | Alto Palermo S.A. |
1. | Financing and occupation agreement with NAI International II, INC. |
On August 12, 1996 Empalme S.A.I.C.F.A. y G. ( merged into Shopping Alto Palermo S.A. as from January 1, 2009, see Note 21 B.11.) Subsidiary by APSA, executed an agreement with NAI INTERNACIONAL II, INC. by means of which the latter granted a loan for an original principal of up to US$ 8.2 million for the construction of a multiplex cinema and part of the parking lot located in the premises of Córdoba Shopping, which are disclosed in the property and equipment account. Such loan initially accrued interest on the unpaid balance at LIBOR plus 1.5%. Interest started to accrue as from April 1999, based on period the waiver stipulated in contractual covenants.
Related to the loan agreement, Empalme S.A.I.C.F.A. y G. executed an agreement to occupy the building and the area known as cinema in favor of NAI INTERNACIONAL II, INC. (hereinafter the Agreement). The occupation was established for a 10-year period counted as from the starting date and it is automatically extended for four additional five-year periods each. Starting date shall mean the date on which the tenant starts showing to the general public the movies in the cinema building (October 1997).
As agreed, the amounts due for the loan granted to Empalme S.A.I.C.F.A. y G. are set off against payments for the possession generated by the occupation held by NAI INTERNACIONAL II, INC. of the building and the area known as cinema. The agreement provides that if after the last term mentioned in the preceding paragraph, there still is an unpaid balance of the loan plus respective interest thereon, the agreement will be extended for a final term established as the shorter of:
| The time-term required to fully repay the unpaid loan amount, or |
| (10) ten years. |
If once the last term has elapsed and there still is an unpaid balance, the Company will be released from any and all obligation to pay the outstanding loan balance plus respective interest thereon.
47
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (continued) |
On July 1st, 2002 NAI INTERNACIONAL II, INC. assigned all the rights and obligations resulting from the agreement to NAI INTERNACIONAL II, INC. SUCURSAL ARGENTINA; likewise, a new amendment to the agreement was established, whose most important resolutions are as follows:
| The outstanding debt was de-dollarized (Ps. 1 = US$ 1) under Law No. 25,561 and Executive Decree No. 214/02, and under sections 4 and 8 of the above Decree and supplementing regulations, the benchmark stabilization coefficient should be applied as from February 3, 2002. |
| An antichresis right was created and it was established that all obligations assumed by Empalme S.A.I.C.F.A. y G. under the agreement by which the normal use and operation of the cinema center is warranted to NAI INTERNACIONAL II, INC., including those obligations involving restrictions on the use or title to property by Empalme S.A.I.C.F.A. y G. or third parties, shall be comprised in the said real right. |
| The extension agreed was formalized effective January 1, 2002 to suspend the occupation payments due by lessee to owner and the payments on account of principal and interest the owner makes to the creditor for the six-month period as from that date. Payments of those items were reassumed as from July, 2002. |
Principal owed as of March 31, 2009 and interest accrued through that date, due to the original loan agreement and respective amendments are disclosed in Customers advances - Lease and pass-through expenses advances for Ps. 18,148.
2. | Neuquén Project |
The main asset of Shopping Neuquén S.A., controlled by APSA, is a plot of land of 50,000 square meters approximately, in which a mixed use center would be built. The project includes the building of a Shopping Center, a hypermarket, appartments, private hospital and other compatible purposes.
On December 13, 2006, Shopping Neuquén S.A. entered into an agreement with the Municipality of Neuquén and with the Province of Neuquén by which, mainly, the terms to carry out the commercial and residential venture were rescheduled and authorized Shopping Neuquén S.A. to transfer to third parties the title to the plots of land into which the property is divided, provided that it is not that one on which the shopping center will be built. Such agreement was subject to two conditions, both already complied with, consisting in the ratification of the agreement by means of an ordinance of the legislative body of the Municipality of Neuquén, and that the new architectonic project and the extension of the environmental impact research submitted were approved by such Municipality.
48
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (continued) |
After having obtained the approval, the Company had a 150 days term to submit the drafts of the architectonic project, such term maturing on February 17, 2008. However, such drafts presentation took place prior to the referred date. As regards filing thereof, the Municipality of Neuquén made some comments as to feasible solution to the project. An additional term was formally requested to file the new project. As of the filing date of these financial statements, such request had not been answered. Once the mentioned drafts are registered, which to the date of these unaudited financial statements has not occurred, Shopping Neuquén S.A. has to start the works within a 90 days term.
The first stage of the work (contemplating the minimum construction of 21,000 square meters of the shopping center and 10,000 square meters of the hypermarket) should be concluded in a maximum 22 months term as from the construction starting date.
In case of default in any of the covenants established in the agreement, the Municipality of Neuquén is entitled to terminate the agreement and carry out the actions that may be considered necessary for such respect.
The agreement referred to above put an end to the file called Shopping Neuquén S.A. against Municipalidad de Neuquén on Administrative Action under judicial procedure before the High Court of Neuquén where only Municipality lawyers fees are pending payment, which will be borne by Shopping Neuquén S.A.
3. | Contributed leasehold improvements - other liabilities |
La Operadora de Estaciones de Servicios S.A. (O.P.E.S.S.A.) made leasehold improvements, which were capitalized as fixed assets by Mendoza Plaza Shopping S.A. (merged into Shopping Alto Palermo S.A. as from January 1st, 2009, see Note 21 B.11.), APSAs subsidiary, recognizing the related gain over 15 year, the term of contract. At closing, the amount of Ps. 97 was pending of accrual.
In March 1996 Village Cinema S.A. inaugurated ten multiplex system cinema theatres, with an approximate surface of 4,100 square meters. This improvement of a building of Mendoza Plaza Shopping S.A. was capitalized with a balancing entry as a fixed asset, recognizing the depreciation charges and the profits over a 50-year period. At closing the amount of Ps. 10,036 was pending of accrual. The lease is for a time limit of 10 years to be renewed every four equivalent and consecutive periods, at the option of Village Cinema S.A.
49
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (continued) |
Also included are the leasehold improvements to be accrued made by third parties, arising from APSA.
4. | Tarshop S.A. credit card receivables securitization program |
Tarshop S.A. has ongoing securitization programs through which Tarshop S.A., a majority-owned subsidiary of APSA, transfers a portion of its customer credit card receivable balances to master trusts that issues certificates to public and private investors.
Under the securitization programs, Trusts may issue two types of certificates representing undivided interests in the Trusts - Títulos de Deuda Fiduciaria (TDF) and Certificate de Participation (CP), which represent debt, and equity certificates, respectively. Interest and principal services are paid periodically to the TDF holders throughout the life of the security. CPs are subordinated securities which entitle the CP holders to share pro rata in the cash flows of the securitized credit card receivables, after principal and interest on the TDFs and other fees and expenses have been paid. During the revolving period no payments are made to TDF and CP holders.
Principal collections of the underlying financial assets are used by the Trust to acquire additional credit card receivables throughout the revolving period. Once the revolving period ends, a period of liquidation occurs during which: (i) no further assets are purchased, (ii) all cash collections are used to fulfill the TDF service requirements and (iii) the remaining proceeds are used to fulfill the CPs service requirements.
In consideration of the the credits transfered to the Trusts, which have been eliminated from the Tarshops S.A. balance sheet, that receives cash (arising from the placement of the debt securities by the Trusts) and CPs issued by the Trusts.
The latter are recorded at their values calculated by the equity method of accounting at the closing of the period, net of the corresponding allowances for impairment, if applicable, on the basis of the financial statements issued by the Trusts.
Tarshop agreed to a Consumer Portfolio Securitization Program to secure its long term financing, thus having direct access to the capital market.
Under this Securitization Program Tarshop S.A. transferred to The Financial Trusts the total amount of Ps. 2,199,800 as of March 31, 2009 of credits receivable originated in the use of its clients credits cards and personal loans carrying promissory notes. Consequently, T.D.F. Series A were issued for Ps.1,843,164, T.D.F. Series B for Ps.129,420, T.D.F. Serie C for Ps. 1,167, C.P. Series C for Ps. 213,989, and C.P. Series D for Ps. 12,060.
50
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (continued) |
Tarshop S.A. acquired all the C.P. Series C in an amount equal to its nominal value, and all the remaining T.D.F. and C.P. were placed to investors through a public offering in Argentina, with exception of T.D.F. Serie B corresponding to Financial Trust Series XXXIX, XL, XLVII, XLVIII, XLIX and L, and T.D.F. Serie C of Serie XLVII. Tarshop S.A. has mantained in its portfolio part of them. Cash reserves for losses in the amount of Ps. 8,037 have been made as credit protection for investors.
5. | New commercial development |
Panamerican Mall S.A. (PAMSA), a company organized in November 2006 between Alto Palermo S.A. (APSA) and Centro Comercial Panamericano S.A. (CCP), with 80% and 20% interests, respectively, is currently developing a new commercial venture in the Saavedra area in Buenos Aires City.
This is one of the Companys most important projects, and it includes the construction of a shopping center, a hypermarket, a cinema complex and an office building in the neighborhood of Saavedra, City of Buenos Aires. Dot Baires should become synonym with a meeting point, the gateway to the City of Buenos Aires. Dot Baires will be the largest shopping center in the City of Buenos Aires in terms of square meters. The project will have 13,193 square meters for a hypermaket and 37,890 square meters of leaseable area, including a 8,849 square meter anchor store. Its opening is scheduled for May 13, 2009.
Total contributions made by shareholders as regards this project amounts to Ps. 473,052 as of the closing date of these financial statements.
In February 2009, a court ruling provided a restriction to open the shopping mall until some works agreed upon by the Buenos Aires City Goverment and the previous owner of the plot of land where the work is carried out are performed. The Company was unable to carry out such works as the Buenos Aires City Goverment had not made available the plots of land or the project documentation required for such constructions. To date such restriction to open the shopping mall has been lifted by court order.
6. | Damages in Alto Avellaneda |
On March 5, 2006 there was a fire in Alto Avellaneda Shopping produced by an electrical failure in one of the stores. Although there were neither injured persons nor casualties, there were serious property damages and the area as well as certain stores had to be closed for repairs. The total area damaged comprised 36 commercial stores and represented 15.7% of the total square meters built. Between the months of August and September 2006 this area was reopened and the operation returned to normal.
51
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 23: | (continued) |
As of June 30, 2006 APSA withdrew the proportional part of the fixed assets damaged by the fire in an estimated net book value of Ps. 6,265.
APSA has an insurance coverage against all risks and civil responsibility to cover this type of disaster. As of June 30, 2008 the insurance liquidation process related with the insurance coverage previously mentioned has been finished. The final indemnification amount obtained and collected corresponding to this item amounts to Ps. 10,478.
7. | Negative working capital |
At the end of the period, the company carried a working capital deficit of Ps. 129,251, this amount relates mainly of APSA working capital deficit, which amounts to Ps. 137,646, whose treatment is being considered by the Board of Directors and the respective Management.
NOTE 24: | OPERATIONS WITH DERIVATIVE INSTRUMENTS |
As of March 31, 2009, the open operations are as follows:
Forward contracts |
Banks |
Amount | Maturity | Accumulated Gain | ||||
Open operations |
||||||||
Purchase of dollars |
Santander | 2,000,000 | 04/30/2009 | 230 | ||||
Purchase of dollars |
Macro | 3,000,000 | 04/30/2009 | 345 | ||||
Purchase of dollars |
Santander | 5,000,000 | 04/30/2009 | 524 | ||||
Total |
10,000,000 | 1,099 | ||||||
The result generated by the mentioned operations is included in Financial gain generated by assets and included a gain of Ps. 9,381 related to cancelled operations and Ps. 1,099 related to open operations.
52
IRSA Inversiones y Representaciones Sociedad Anónima
and subsidiaries
Notes to the Unaudited Consolidated Financial Statements (Continued)
In thousands of pesos
NOTE 25: | EARNINGS PER SHARE |
Below is a reconciliation between the weighted-average number of common shares outstanding and the diluted weighted-average number of common shares.
In thousands:
March 31, 2009 |
March 31, 2008 | |||
Weighted - average outstanding shares |
578,676 | 539,549 | ||
Dilute effect |
| | ||
Weighted - average diluted common shares |
578,676 | 539,549 |
Below is a reconciliation between net (loss) income of the period and net (loss) income used as a basis for the calculation of the diluted earnings per share:
March 31, 2009 |
March 31, 2008 | ||||
Net (loss) income for calculation of basic earnings per share |
(106,177 | ) | 22,879 | ||
Dilute effect |
| | |||
Net (loss) income for calculation of diluted earnings per share |
(106,177 | ) | 22,879 | ||
Net basic (loss) earnings per share |
(0.183 | ) | 0.042 | ||
Net diluted (loss) earnings per share |
(0.183 | ) | 0.042 |
53
IRSA Inversiones y Representaciones
Sociedad Anónima
Unaudited Financial Statements
For the nine-month periods
Beginning on July 1, 2008 and 2007 and
Ended March 31, 2009 and 2008
IRSA Inversiones y Representaciones Sociedad Anónima | ||
Company Corporate domicile: |
Bolívar 108 1º Floor Autonomous City of Buenos Aires | |
Principal activity: | Real estate investment and development |
Unaudited Financial Statements as of March 31, 2009
compared with the same period of previous year.
Stated in thousands of Pesos
Fiscal year No. 66 beginning July 1 st, 2008
DATE OF REGISTRATION WITH THE PUBLIC REGISTRY OF COMMERCE
Of the By-laws: | June 23, 1943 | |
Of last amendment: | February 12, 2008 | |
Registration number with the Superintendence of Corporations: |
213,036 | |
Duration of the Company: | Until April 5, 2043 | |
Controlling Company: | Cresud Sociedad Anonima, Commercial, Real Estate Investment, Financial and Agricultural | |
Corporate Domicilie: | Moreno 877, piso 23, Autonomous City of Buenos Aires | |
Principal Activity: | Agricultural and real estate investment | |
Sharerholding: | 54,01% |
Information related to subsidiary companies is shown in Exhibit C.
CAPITAL COMPOSITION (Note 12)
Authorized for Public Offer of Shares (*) |
In thousands of pesos | |||||
Type of share |
Subscribed | Paid in | ||||
Common share, 1 vote each |
578,676,460 | 578,676 | 578,676 |
(*) | Company not included in the Optional Statutory System of Public Offer of Compulsory Acquisition. |
55
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Balance Sheets as of March 31, 2009 and June 30, 2008
In thousands of pesos (Note 1)
March 31, 2009 |
June 30, 2008 |
March 31, 2009 |
June 30, 2008 | |||||||
ASSETS | LIABILITIES | |||||||||
CURRENT ASSETS | CURRENT LIABILITIES | |||||||||
Cash and banks (Note 2 and Exhibit G) |
14,317 | 70,257 | Trade accounts payable (Note 6 and Exhibit G) |
14,638 | 12,550 | |||||
Investments (Exhibits C, D and G) |
52,896 | 24,991 | Customer advances (Note 7 and Exhibit G) |
15,108 | 26,188 | |||||
Accounts receivable, net (Note 3 and Exhibit G) |
31,499 | 17,422 | Short-term debt (Note 8 and Exhibit G) |
95,166 | 95,425 | |||||
Other receivables and prepaid expenses (Note 4 and Exhibit G) |
97,818 | 82,245 | Salaries and social security payable |
3,029 | 4,415 | |||||
Inventories (Note 5) |
13,466 | 46,511 | Taxes payable |
19,405 | 8,738 | |||||
Total Current Assets |
209,996 | 241,426 | Other liabilities (Note 9 and Exhibit G) |
15,174 | 25,611 | |||||
Subtotal Current Liabilities |
162,520 | 172,927 | ||||||||
Allowances (Exhibit E) |
62 | 67 | ||||||||
Total Current Liabilities |
162,582 | 172,994 | ||||||||
NON-CURRENT LIABILITIES | ||||||||||
Trade accounts payable (Note 6 and Exhibit G) |
| 5,445 | ||||||||
NON-CURRENT ASSETS | Customer advances (Note 7) |
11 | 978 | |||||||
Accounts receivable, net (Note 3 and Exhibit G) |
1,366 | 266 | Long-term debt (Note 8 and Exhibit G) |
655,676 | 537,331 | |||||
Other receivables and prepaid expenses (Note 4 and Exhibit G) |
144,081 | 138,713 | Taxes payable |
2,409 | 1,640 | |||||
Inventories (Note 5) |
56,022 | 62,620 | Other liabilities (Note 9 and Exhibit G) |
57,143 | 37,134 | |||||
Investments (Exhibits C, D and G) |
1,414,153 | 1,340,255 | Total Non-Current Liabilities |
715,239 | 582,528 | |||||
Fixed assets, net (Exhibit A) |
881,997 | 891,577 | Total Liabilities |
877,821 | 755,522 | |||||
Intangible Assets, net (Exhibit B) |
3,174 | 4,843 | ||||||||
Total Non-Current Assets |
2,500,793 | 2,438,274 | SHAREHOLDERS EQUITY (according to the corresponding statement) |
1,832,968 | 1,924,178 | |||||
Total Assets |
2,710,789 | 2,679,700 | Total Liabilities and Shareholders Equity |
2,710,789 | 2,679,700 | |||||
The accompanying notes and exhibits are an integral part of these unaudited financial statements.
Alejandro G. Elsztain
Executive Vice-President
acting as President
56
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Statements of Income
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos (Note 1)
March 31, 2009 |
March 31, 2008 |
|||||
Revenues |
220,210 | 235,618 | ||||
Costs (Exhibit F) |
(95,440 | ) | (152,850 | ) | ||
Gross profit |
124,770 | 82,768 | ||||
Gain from recognition of inventories at net realizable value |
10,401 | 5,020 | ||||
Administrative expenses (Exhibit H) |
(27,784 | ) | (24,547 | ) | ||
Selling expenses (Exhibit H) |
(7,995 | ) | (4,527 | ) | ||
Subtotal |
(25,378 | ) | (24,054 | ) | ||
Operating income |
99,392 | 58,714 | ||||
Financial results generated by assets: |
||||||
Interest income |
20,975 | 19,548 | ||||
Foreign exchange gain |
44,450 | 7,054 | ||||
Interest on discounting assets |
60 | 290 | ||||
Interest income from non convertible notes APSA (Note 29 and Note 22.2 to Unaudited Consolidated Financial Statements) |
1,455 | | ||||
(Loss) gain on financial operations |
(201 | ) | 1,092 | |||
Subtotal |
66,739 | 27,984 | ||||
Financial results generated by liabilities: |
||||||
Foreing exchange loss |
(148,206 | ) | (16,635 | ) | ||
Interest on discounting liabilities |
(84 | ) | (745 | ) | ||
Interest expenses and others (Exhibit H) |
(46,843 | ) | (39,418 | ) | ||
Subtotal |
(195,133 | ) | (56,798 | ) | ||
Financial results, net |
(128,394 | ) | (28,814 | ) | ||
(Loss) gain on equity investees (Note 11.c.) |
(52,976 | ) | 10,028 | |||
Other expenses, net (Note 10) |
(7,532 | ) | (6,838 | ) | ||
Net (loss) income before tax |
(89,510 | ) | 33,090 | |||
Income tax and minimun presunted income tax (MPIT) (Note 14) |
(16,667 | ) | (10,211 | ) | ||
Net (loss) income for the period |
(106,177 | ) | 22,879 | |||
The accompanying notes and exhibits are an integral part of these unaudited financial statements.
Alejandro G. Elsztain
Executive Vice-President
acting as President
57
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Statements of Changes in Shareholders Equity
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos (Note 1)
Caption |
Shareholders contributions | Reserved earnings | Retained earnings |
Temporary translation difference |
Total as of March 31, 2009 |
Total as of March 31, 2008 | ||||||||||||||||
Common stock (Note 12) |
Inflation adjustment of common stock |
Additional paid-in capital |
Total | Legal reserve (Note 12) |
Reserve for new projects |
|||||||||||||||||
Balances as of beginning of year |
578,676 | 274,387 | 793,123 | 1,646,186 | 29,631 | 193,486 | 54,875 | | 1,924,178 | 1,646,714 | ||||||||||||
Capital increase |
| | | | | | | | | 222,589 | ||||||||||||
Apropiation of retained earnings aprobed by Shareholders meeting held 10.31.08 |
| | | | 2,743 | | (2,743 | ) | | | | |||||||||||
Temporary traslation difference for the period (Note 1.5 i) |
| | | | | | | 14,967 | 14,967 | | ||||||||||||
Net (loss) gain for the period |
| | | | | | (106,177 | ) | | (106,177 | ) | 22,879 | ||||||||||
Balances as of March 31, 2009 |
578,676 | 274,387 | 793,123 | 1,646,186 | 32,374 | 193,486 | (54,045 | ) | 14,967 | 1,832,968 | ||||||||||||
Balances as of March 31, 2008 |
578,676 | 274,387 | 793,123 | 1,646,186 | 29,631 | 193,486 | 22,879 | | 1,892,182 | |||||||||||||
The accompanying notes and exhibits are an integral part of these unaudited financial statements.
Alejandro G. Elsztain
Executive Vice-President
acting as President
58
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Statements of Cash Flows (1)
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos (Note 1)
March 31, 2009 |
March 31, 2008 |
|||||
CHANGES IN CASH AND CASH EQUIVALENTS |
||||||
Cash and cash equivalents as of the beginning of the year |
87,568 | 172,205 | ||||
Cash and cash equivalents as of the end of the period |
59,065 | 181,167 | ||||
Net (Decrease) Increase in cash and cash equivalents |
(28,503 | ) | 8,962 | |||
CAUSES OF CHANGES IN CASH AND CASH EQUIVALENTS |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||
Net (loss) income for the period |
(106,177 | ) | 22,879 | |||
Plus income tax accrued for the period |
16,667 | 10,211 | ||||
Adjustments to reconcile net loss (income) to cash flows from operating activities: |
||||||
Loss (gain) on equity inventees |
52,976 | (10,028 | ) | |||
Gain from recognition of inventories at net realizable value |
(10,401 | ) | (5,020 | ) | ||
Allowances and provision |
19,031 | 9,383 | ||||
Amortization and depreciation |
16,304 | 18,034 | ||||
Financial results, net |
96,553 | 946 | ||||
Changes in certain assets and liabilities net of non cash transaction: |
||||||
Decrease in current investments |
9,933 | 21,462 | ||||
(Increase) Decrease in accounts receivables, net |
(14,758 | ) | 8,626 | |||
(Increase) Decrease in other receivables and prepaid expenses |
(18,687 | ) | 5,736 | |||
Decrease (Increase) in inventory |
52,253 | (109,690 | ) | |||
Increase in customer advances |
11,183 | 6,031 | ||||
Increase (Decrease) in taxes payable, social security payable |
1,340 | (19,294 | ) | |||
Decrease in accrued interest |
(12,887 | ) | (11,330 | ) | ||
Increase in trade accounts payable |
1,707 | 4,803 | ||||
Decrease in other liabilities |
(14,882 | ) | (3,491 | ) | ||
Net cash provided by (used in) operating activities |
100,155 | (50,742 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||
Increase interest in related companies |
(68,352 | ) | (2,310 | ) | ||
Increase equity in subsidiary companies |
(21,003 | ) | (95 | ) | ||
Purchase and improvements of fixed assets |
(22,349 | ) | | |||
Purchase of Notes APSA 2017 |
(42,289 | ) | | |||
Dividends collection |
38,154 | 34,768 | ||||
Advance payments for the acquisition of shares |
(984 | ) | | |||
Loans granted to related parties |
(6,927 | ) | (6,399 | ) | ||
Net cash (used in) provided by investing activities |
(123,750 | ) | 25,964 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||
Overdrafts |
(44,976 | ) | | |||
Payment of short-term and long -term debt |
(9,432 | ) | (145,193 | ) | ||
Increase of short-term and long -term debt |
45,000 | | ||||
Increase of loans with related companies |
4,500 | 28,368 | ||||
Payments of mortgages payable |
| (12,851 | ) | |||
Issuance of common stock |
| 163,416 | ||||
Net cash (used in) provided by financing activities |
(4,908 | ) | 33,740 | |||
NET (DECRASE) INCREASE IN CASH AND CASH EQUIVALENT |
(28,503 | ) | 8,962 |
(1) | Includes cash and banks and investments with a realization term not exceeding three months. |
The accompanying notes and exhibits are an integral part of these Unaudited Financial Statements.
Alejandro G. Elsztain Executive Vice-President acting as President |
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Unaudited Statements of Cash Flows (Continued)
For the nine-month period beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos (Note 1)
March 31, 2009 |
March 31, 2008 | |||
Supplemental cash flow information |
||||
Interest paid |
50,444 | 47,125 | ||
Income tax paid |
3,135 | 16,655 | ||
Non-cash activities: |
||||
Decrease in non-current investment through a decrease of loans |
| 52,098 | ||
Increase in other receivables and prepaid expenses through a decrease in undeveloped parcels of lands |
4,065 | | ||
Decrease in trade account payable through a decrease in undeveloped parcels of lands |
5,445 | | ||
Increase in inventories through a decrease in fixed assets, net |
25,410 | | ||
Temporary translation differences |
14,967 | | ||
Transfer of undeveloped parcels of lands to inventories |
101 | | ||
Decrease in customer advances through a decrease in inventories |
23,306 | | ||
Conversion of debt into common shares |
| 59,174 | ||
Increase in other non-current investment through a decrease in other receivables and prepaid expenses |
| 3,995 | ||
Increase in non-current investments through an increase in loans |
| 3,146 | ||
Capitalization of financial cost in fixed assets |
7,561 | | ||
Increase in non-current investment through a decrease in other receivables and prepaid expenses |
| 9,161 |
Alejandro G. Elsztain Executive Vice-President acting as President |
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IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
For the nine-month period beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos
NOTE 1: | ACCOUNTING STANDARDS |
Below are the most relevant accounting standards used by the Company to prepare these financial statements:
1.1. | Preparation and presentation of audited financial statements |
These unaudited financial statements are stated in Argentine pesos and were prepared in accordance with disclosure and valuation criteria contained in the Technical Resolutions issued by the Federacion Argentina de Consejos Profesionales de Ciencias Economicas, approved with certain amendments by the Consejo Profesional de Ciencias Economicas de La Ciudad Autonoma de Buenos Aires, in accordance with the resolutions issued by the National Securities Commission.
Unification of professional accounting standards
The National Securities Commission has issued General Resolutions No. 485 and 487 on December 29, 2005 and January 26, 2006, respectively.
Such resolutions have adopted, with certain modifications, the new accounting standards recently issued by the Professional Consejo Profesional de Ciencias Economicas de La Ciudad Autonoma de Buenos Aires through its Resolution CD N° 93/2005. These standards are to the obligatorily applied for fiscal years or interim periods corresponding to periods started as from January 1, 2006.
The principal change that the application of these new standards has generated relates to the treatment of the adjustment for inflation in calculating the deferred tax which can be taken as a temporary difference, according to the Companys criteria. At present the adjustment for inflation is considered as a permanent difference in the deferred income tax calculation. The Company in accordance with the new accounting standards has decided not to recognize the deferred liability generated by the effect of the adjustment for inflation on the fixed assets and other non-monetary assets. The estimated effect as of the date of the issuance of these unaudited financial statements that the adoption of the new criteria would have generated would be a decrease in shareholders equity of approximately Ps. 145 million which should be recorded in the income statement accounts of previous periods for Ps. 155.5 million (loss) and in the income statement accounts of the fiscal period Ps. 10.5 million (gain).
In accordance with the Companys Management the potential effect that the new accounting standards would have in its subsidiary Banco Hipotecario S.A. would not be significant on the amount of the Companys investment.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.1. | (Continued) |
The above-mentioned liability would probably turn to the previous position according to the detail that follows:
Item |
Up to 12 months |
From 1 to 2 years |
From 2 to 3 years |
Over 3 years |
Total | |||||
Amount in million |
16.8 | 7.8 | 7.6 | 112.8 | 145 |
1.2. | Use of estimates |
The preparation of financial statements requires the Companys Management, at a specific date, to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the period. The Companys Management makes estimations to calculate, for example, the allowance for doubtful accounts, depreciation and amortization, the impairment of long-lived assets, income taxes, contingencies allowances, fair value of assets purchased of related parties or net assets, the fulfillment of certain conditions for valuation of inventories to its net realizable value and fair value of transaction of exchanges (barters). Future actual results could differ from the estimates and assumptions made at the date of these unaudited financial statements.
1.3. | Recognition of the effects of inflation |
The unaudited financial statements have been prepared in constant Argentine Pesos, reflecting the overall effects of inflation through August 31, 1995. From that date and until December 31, 2001 the Company discontinued the restatement of the financial statements due to a period of monetary stability. From January 1, 2002 up to February 28, 2003 the effects of inflation were recognized due to the existence of an inflationary period. As from that date, the restatement of the financial statements was discontinued.
This criterion is not in line with current professional accounting standards, which establish that the financial statements should have been restated through September 30, 2003. However, due to the low level of inflation rates during the period from March to September 2003, this deviation has not had a material effect on the financial statements taken as a whole.
The rate used for restatement of items in these financial statements is the domestic wholesale price index published by the National Institute of Statistics and Census.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.4. | Comparative information |
Balances items as of June 30, 2008 shown in these unaudited financial statements for comparative purposes arise from audited annual financial statements for the year then ended.
Balances for the nine-month period ended March 31, 2009 of the income, shareholders equity and cash flows statements are shown for comparative purpose with the same period of the previous fiscal year.
The financial statements as of June 30 and as of March 31, 2008 originally issued have been subject of certain reclassifications required in order to present these figures comparatively with those stated as of March 31, 2009.
1.5. | Valuation criteria |
a. | Cash and banks |
Cash on hand has been valued at face value.
b. | Foreign currency assets and liabilities |
Foreign currency assets and liabilities were valued at each period/year-end exchange rates.
Operations denominated in foreign currency are converted into pesos at the exchange rates in effect at the date of settlement of the operation.
c. | Current investments |
Current investments in debt securities and mutual funds were valued at their net realizable value.
d. | Accounts receivables, net and trade accounts payable |
Mortgages, lease receivables and services and trade accounts payable have been valued at the price applicable to spot operations at the time of the transaction plus interest and implicit financial components accrued at the internal rate of return determined at that moment.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
e. | Financial receivables and payables |
Financial receivables and payables have been valued at the amount deposited and collected, respectively, net of operating costs, plus financial results accrued based on the internal rate of return estimated at that time.
f. | Other receivables and prepaid expenses and liabilities |
Certain current receivables and liabilities have been valued at face value plus the financial results accrued at the closing of the corresponding period.
Certain receivables and liabilities disclosed under other current and other non-current receivables and liabilities, were valued based on the best estimate of the amount receivable and payable, respectively, discounted at an interest rate that reflect the value-time of money and the estimate specific transaction risks at the time of incorporation to assets and liabilities, respectively.
As established by the regulations of the accounting professional standards, deferred tax assets and liabilities and Minimum Presumed Income Tax (MPIT) have not been discounted.
g. | Balances corresponding to financial transactions and sundry receivables and payables with related parties |
Receivables and payables with related parties generated by financial transactions and other sundry transactions were valued in accordance with the terms agreed by the parties.
h. | Inventories |
A property is classified as inventories upon determination by the Board of Directors that the property is to be marketed for sale in the normal course of business over the next several years.
Properties classified as inventories have been valued at acquisition or construction cost restated as mentioned in Note 1.3., or estimated market value, whichever is lower. Costs include land and land improvements, direct construction costs, construction overhead costs, financial costs and real estate taxes.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
h. | (Continued) |
Inventories on which advance payments that establish price have been received, and the operations contract terms and conditions assure that the sale will be effectively accomplished and that the income will be realized, are valued at its fair market value. Profits arising from such valuation are shown in the Gain from recognition of inventories at net realizable value caption of the Statements of Income.
Properties held for sale are classified as current or non-current based on the estimated date of sale and the time at which the related receivable is expected to be collected by the Company.
The amount recorded in inventories, net of allowances set up, does not exceed their estimated recoverable value at the end of the period/year.
Credits in kind:
The Company has credits in kinds related to rights to receive certain property units to be built. The units have been valued according to the accounting measuring standards corresponding to inventories receivables and there have been disclosed under Inventories.
i. | Non-current investments |
| Investments in debt securities: |
Investments in debt securities were valued based on the best estimate of the discounted amount receivable, applying the corresponding internal rate of return estimated at the time of incorporation to assets, as the Company will hold them to maturity.
| Investments in subsidiaries and afiliated companies: |
Long term investments in subsidiaries and afiliated companies detailed in Exhibit C, have been valued by using the equity method of accounting based on the unaudited financial statements at March 31, 2009 issued by them. The accounting standards used by the subsidiaries to prepare their unaudited financial statements are the same as those used by the Company. The accounting standards used by the related companies to prepare their unaudited financial statements are those currently in effect.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
i. | (Continued) |
The Financial Statements of Banco Hipotecario S.A. and Banco de Crédito y Securitizatión S.A. are prepared in accordance with the Central Bank of the Argentine Republic (BCRA) standards. For the purpose of the valuation of the investment in the Company, adjustments necessary to adequate the financial statements to the professional accounting standards have been considered.
This item also includes the lower or higher value paid for the purchase of shares in subsidiaries and afiliated companies assignable to the assets acquired, and goodwill related to the subsidiary Alto Palermo S.A., Palermo Invest S.A., Pereiraola S.A.I.C.I.F.y A., Hoteles Argentinos S.A., Rummaala S.A., Manibil S.A., Canteras Natal Crespo S.A., Tyrus S.A. and the related company, Banco Hipotecario S.A..
| Banco Hipotecario S.A.: |
The Company has an important investment in Banco Hipotecario S.A. This investment is valued according to the equity method due to the significant influence of the economic group on the decisions of Banco Hipotecario S.A. and to the intention of keeping said investment on a permanent basis.
In accordance with the regulations of the BCRA and the contracts signed as a result of Banco Hipotecario S.A.s financial debt restructuring process, there are certain restrictions on the distribution of profits by Banco Hipotecario S.A. to the Company.
| Tyrus S.A.: |
Uruguay-based Tyrus has been classified as not integrated into the Companys operations because it is a company engaged in holding the shares pertaining to the investment in Metropolitan (See Note 21 A.4 to the unaudited consolidated financial statements) whose operations are carried out fully abroad. The Company does not control foreign operations, which are conducted with autonomy with respect to the Companys own operations. Besides, such operations are mainly financed with funds originating in its own transactions or in local loans.
The Tyruss assets and liabilities were converted into Pesos at the exchange rate in force at the close of the period. The Statement of Income accounts have been converted into Pesos at the exchange rates in force at the time of each transaction. Foreign exchange gains/losses arising from the conversion have been charged to the Shareholders equity caption, in the line Temporary translation differences and they amounted to Ps. 14,967 as of March 31, 2009.
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IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
i. | (Continued) |
The goodwill corresponding to the acquisition of the controlled company Tyrus S.A. has been measured at cost value, which was calculated as the difference between the amount paid for such investment and the book value of the ownership interest acquired. The Company is now following the procedures to analyze the current value of the assets and liabilities acquired for purposes of allocating the purchase value, in conformity with Technical Resolution No. 21.
| Certificates of participation in IRSA I Financial Trust: |
The certificates of participation in IRSA I Financial Trust have been valued at the amount resulting from apportioning the participation certificate holding to the trust assets.
| Undeveloped parcels of lands: |
The Company acquires undeveloped land in order to provide an adequate and well-located supply for its residential and office building operations. The Companys strategy for land acquisition and development is dictated by specific market conditions where the Company conducts its operations.
Land held for development and sale and improvements are stated at cost restated as mentioned in Note 1.3. or market value, whichever is lower. As of June 30, 2008 the Company maintained allowances for impairment of certain parcels of undeveloped land for which their market value is lower than cost. (See Exhibit E). The amount charged to the Statement of Income to reflect the allowance for impairment and its reversal has been disclosed in the Results from transactions and holdings of real estate assets line of the Statement of Income.
Land and land improvements are transferred to inventories or fixed assets when construction commences or their trade is decided.
The values thus obtained, net of the allowances recorded, do not exceed their respective estimated recoverable values at the end of the period.
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IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
j. | Fixed assets, net |
Fixed assets comprise primarily of rental properties and other properties and equipment held for use by the Company.
Fixed assets value, net of allowances set up, does not exceed estimated recoverable value at the end of the period/year.
| Rental properties: |
Rental properties are carried at acquisition and/or construction cost, restated as mentioned in Note 1.3., less accumulated depreciation and allowance for impairment at the end of the period. The Company capitalizes the financial costs accrued costs associated with long-term construction projects. During the period/year ended March 31, 2009 and June 30, 2008 financial costs were capitalized in the building known as DIQUE IV for Ps. 7,561 and Ps 109, respectively.
Accumulated depreciation is computed under the straight-line method over the estimated useful lives of each asset. Expenditures for ordinary maintenance and repairs are charged to results in the period incurred.
The Company has allowances for impairment of certain rental properties as disclosed in Exhibit A. Increases and decreases of such allowances are disclosed in Exhibit E. The amount charged to the Statement of Income to reflect the allowance for impairment and its reversal has been disclosed in the Results from transactions and holdings of real estate assets line of the Statement of Income.
Significant renovations and improvements, which improve or extend the useful life of the asset are capitalized and depreciated over its estimated remaining useful life. At the time depreciable assets are retired or otherwise disposed of, the cost and the accumulated depreciation of the assets are eliminated from the accounts and the resulting gain or loss is disclosed in the unaudited statement of income.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
j. | (Continued) |
| Other properties and equipment: |
Other properties and equipment properties are carried at cost, restated as mentioned in Note 1.3., less accumulated depreciation at the end of the period. Accumulated depreciation is computed under the straight-line method over the estimated useful lives of the assets, as specified below:
Assets |
Estimated useful life (years) | |
Leasehold improvements |
On contract basis | |
Furniture and fixtures |
10 | |
Vehicles |
5 | |
Machinery and equipment |
10 | |
Computer equipment |
3 |
The cost of maintenance and repairs is charged to expense as incurred.
The cost of significant renewals and improvements are added to the carrying amount of the respective assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts.
k. | Intangible assets, net |
Intangible assets correspond to expenses that the Company avoids incurring as a result of acquiring effective rent contracts and the estimated costs of entering into rent contracts acquired (see Note 1.5.I.). These are shown net of their accumulated amortization.
Intangible assets are amortized during the average initial remaining useful life of the rent contracts acquired.
The value of these assets does not exceed its estimated recoverable value as of period/year-end.
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IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
l. | Business combinations |
Entities purchased by the Company were recorded in line with the acquisition method set forth in Technical Resolution No. 18. All assets and liabilities acquired to third independent parties were adjusted to show their fair value. In To such extent, the Company identified the assets and liabilities acquired including intangible assets such as:
| The estimated current value of the costs that the Company avoids incurring as a result of acquiring effective rent contracts, for which the estimated costs of entering into similar contracts were taken into account as well as other factors such as the geographical location and the size of the area rented. The value of the effective rent contracts is included in intangibles and it is amortized as a rental cost in the remaining initial term of each contract. |
| The value of the rent contracts acquired, for which the market conditions to the date of acquisition were taken into account as well as other factors including geographical location, size and location of the area rented in the building, profile and credit risk conditions of the lessees to determine if the rental contracts acquired have higher or lesser conditions to those of the market at the time of the acquisition. The current value of the difference between the contracts acquired under the terms of the contracts and the market conditions were taken into account, disclosing an asset or a liability (shown in Other liabilities) depending if the contracts acquired are higher or lesser to the market values. |
The values thus determined should be amortized as an increase or decrease of the income for rentals during the remaining term of the respective contracts, including any renewal considered in the valuation. If a lessee terminates its rent contract, the non-amortized portion of the intangible assets will be recorded in the statement of income.
| Relationships with clients. The items that the Company considered to assign value to such relationships include the nature and extension of the commercial relationships currently existing with lessees, growth prospects for development of new business, lessees credit qualities and renewal prospects. The Company has not identified any lessee with whom it has developed a type of relationship allowing the recognition of an intangible asset. |
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
l. | (Continued) |
The process of identification and the determination of the price paid is a matter that requires complex judgments and significant estimates.
The Company used the information contained in valuations estimated by independent appraisers as primary base for assigning the price paid for the land and the building acquired. The amounts assigned to all the other assets and liabilities were based on independent valuations or on the Companys own analysis on comparable assets and liabilities. The current value of tangible assets acquired considers the property value as if it was empty.
In accordance with the terms of Technical Resolution 21, the difference between the price paid and the addition of the current values of the net assets acquired generate goodwill. If the value of identified tangible and intangible assets and liabilities exceeds the price paid, the intangible assets acquired are not recognized as they would cause an increase of the negative goodwill generated by these acquisitions at the time of the purchase. The goodwill generated due to an acquisition of net assets is shown in line with the tangible asset acquired. Amortizations have been calculated by the straight line method on the basis of the estimated useful life considering the weight average of the remaining useful life of the tangible assets acquired.
m. | Deferred financing cost |
Expenses incurred in connection with the issuance of Negotiable Obligations and proceeds of loans are amortized over the life of the related issuances. In the case of redemption or conversion of these notes, the related expenses are amortized using the accelerated depreciation method.
Amortization has been recorded under Financial results, net in the statements of income as a greater financing expense.
n. | Customer advances |
Customer advances represent payments received in advance in connection with the sale and rent of properties and has been valued according to the amount of money received.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
o. | Income tax |
The Company has recognized the charge for income tax by the deferred tax liability method, recognizing timing differences between measurements of accounting and tax assets and liabilities (see Note 14).
To determine deferred assets and liabilities, the tax rate expected to be in effect at the time of reversal or use has been applied to timing differences identified and tax loss carry forwards, considering the legal regulations approved at the date of issuance of these unaudited financial statements.
p. | Minimum Presumed Income Tax (MPIT) |
The Company calculates MPIT by applying the current 1% rate on computable assets at the end of the period/year. This tax complements income tax. The Companys tax obligation in each period will coincide with the higher of the two taxes. However, if MPIT exceeds income tax in a given period, that amount in excess will be computable as payment on account of income tax arising in any of the following ten years.
q. | Allowances and Provisions |
Allowance for doubtful accounts: the Company provides for losses relating to mortgages, lease and other accounts receivable. The allowance for losses is recognized when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the terms of the agreements. The allowance is determined on a one-by-one basis considering the present value of expected future cash flows. While Management uses the information available to make assessments, future adjustments to the allowance may be necessary if future economic conditions differ substantially from the assumptions used in making the assessments. Management has considered all events and/or transactions that are subject to reasonable and normal methods of estimations, and the unaudited financial statements reflect that consideration.
For impairment of assets: the Company regularly asses its non-current assets for recoverability at the end of every period.
The Company has estimated the recoverable value of rental properties based on their economic use value, which is determined based on estimated future cash flows discounted. For the rest of the assets (inventories and undeveloped parcels of land) the Company makes a comparison with market
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
q. | (Continued) |
values based on values of comparable properties. If the recoverable value of assets, which had been impaired in prior years, increases, the Company record the corresponding reversals of impairment loss as required by accounting standards.
Increases and decreases of allowances for impairment of assets during the period/year ended March 31, 2009 and are detailed in Exhibit E. The amount charged to the Statement of Income to reflect the allowance for impairment and its reversal has been disclosed in the Results from transactions and holdings of real estate assets line of the Statement of Income.
For lawsuits: the Company has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor. The Company accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Companys estimates of the outcomes of these matters and the Companys lawyers experience in contesting, litigating and settling other matters.
As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs, which could have an effect on the Companys future results of operations and financial condition or liquidity.
At the date of issuance of these unaudited financial statements, Companys Management understands that there are no elements to foresee other potential contingencies having a negative impact on these unaudited financial statements.
r. | Shareholders equity accounts |
Amounts of shareholders equity accounts have been restated following the guidelines detailed in Note 1.3. until February 28, 2003. Subsequent movements are stated in the currency of the month to which they correspond.
Common stock account was stated at historical nominal value. The difference between value stated in constant currency, following the guidelines detailed in Note 1.3., and historical nominal value is shown under Inflation adjustment of common stock forming part of the shareholders equity.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
r. | (Continued) |
Temporary translation differences correspond to the exchange gains/losses arising from the conversion of Tyrus S.A.s financial statements.
s. | Results accounts |
The results for the period are shown as follows:
Amounts included in Unaudited Statements of Income are shown in currency of the month to which they correspond.
Charges for assets consumed (fixed asset depreciation, intangible asset amortization and cost of sales) were determined based on the values recorded for such assets.
Results from investments in subsidiary and affiliated companies was calculated under the equity method, by applying the percentage of the Companys equity interest to the results of such companies, with the adjustments for application of Technical Resolution No. 21.
t. | Revenue recognition |
t.1. | Sales of properties |
The Company records revenue from the sale of properties when all of the following criteria are met:
| The sale has been consummated. |
| There is sufficient evidence to demonstrate the buyers ability and commitment to pay for the property. |
| The Companys receivable is not subject to future subordination. |
| The Company has transferred the property to the buyer. |
The Company uses the percentage-of-completion method of accounting with respect to sales of development properties under construction. Under this method, revenue is recognized based on the ratio of costs incurred to total estimated costs according to budgeted costs. The Company does not commence revenue and cost recognition until such time as the decision to proceed with the project is made and construction activities have begun. The percentage-of-completion method of accounting requires the Companys Management to prepare budgeted costs in connection with sales of properties/units. All changes to estimated costs of completion are incorporated into revised estimates during the contract period.
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Notes to the unaudited financial statements (Continued)
NOTE 1: | (Continued) |
1.5. | (Continued) |
t. | (Continued) |
t.2 | Revenues from leases |
Revenues from leases are recognized on a straight line basis over the life of the related lease contracts.
u. | Cash and cash equivalents |
The Company considers, for cash flow purposes, all highly liquid investments with original maturities of three months or less, consisting primarily of mutual funds, as cash equivalents.
NOTE 2: | CASH AND BANKS |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 | |||
Cash on hand (Exhibit G) |
98 | 69 | ||
Banks accounts (Exhibit G) |
14,082 | 69,967 | ||
Checks to be deposited |
137 | 221 | ||
14,317 | 70,257 | |||
NOTE 3: | ACCOUNTS RECEIVABLE, NET |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 | |||||||||
Current | Non- Current |
Current | Non- current | |||||||
Mortgages, leases receivable and services (1) (Exhibit G) |
12,660 | 1,366 | 7,097 | 266 | ||||||
Related parties (Note 11.a.) (Exhibit G) |
19,694 | | 9,825 | | ||||||
Debtors under legal proceedings and past due debts |
4,457 | | 1,132 | | ||||||
Less: |
||||||||||
Allowance for doubtful accounts (Exhibit E) |
(5,312 | ) | | (632 | ) | | ||||
31,499 | 1,366 | 17,422 | 266 | |||||||
(1) Current and non-current receivables from the sale of real estate are secured by first degree mortgages in favor of the Company. |
75
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 4: | OTHER RECEIVABLES AND PREPAID EXPENSES |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 |
|||||||||
Current | Non- Current |
Current | Non- current |
|||||||
Related parties (Note 11.a.) (Exhibit G) |
50,374 | 78,845 | 47,928 | 67,820 | ||||||
Advances to director´s fees (Note 11.a.) (3) |
2,286 | | | | ||||||
Receivables from the sale of shares (Exhibit G) (1) |
33,423 | | 27,179 | | ||||||
Prepaid expenses and services (Exhibit G) |
6,484 | 1,462 | 5,061 | | ||||||
Guarantee of defaulted credits (2) (Exhibit G) |
3,948 | | 457 | 3,178 | ||||||
Deferred income tax (Note 14) |
| 40,813 | | 57,630 | ||||||
MPIT |
| 22,666 | | 9,847 | ||||||
Present value |
| (172 | ) | | (232 | ) | ||||
Other |
1,303 | 467 | 1,620 | 470 | ||||||
97,818 | 144,081 | 82,245 | 138,713 | |||||||
|
(1) | In June 2007 the Company sold 10% of the shareholding in Solares de Santa María S.A. for US$ 10.6 million (on such date the Company collected US$ 1.6 million of such amount). The balance will become due in December 2009 and it is supported by a pledge in favor of the Company. |
(2) | See Note 20.A.ii) to the consolidated unaudited financial statements. |
(3) | Disclosed net of the directors´ fees provision of Ps 8,047. |
76
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 5: | INVENTORIES |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 | |||||||
Current | Non- Current |
Current | Non- current | |||||
Credit from barter of Caballito (Koad) (ii) |
8,545 | 17,564 | | 22,663 | ||||
Credit from barter transaction of Dique III parcel 1c) (i) |
3,299 | | 42,485 | | ||||
Abril |
971 | 435 | 1,161 | 911 | ||||
Other inventories |
651 | 84 | 2,865 | 1,107 | ||||
Credit from barter of Caballito (Cyrsa) (Note 11 a. and 20) |
| 37,939 | | 37,939 | ||||
13,466 | 56,022 | 46,511 | 62,620 | |||||
|
(i) | In September 2004, the Company and Desarrollos y Proyectos Sociedad Anónima (DYPSA) signed a commitment of barter contract whereby the Company delivered DYPSA plot 1c) of Dique III in exchange for receiving, within a maximum term of 36 months, functional units, representing in the aggregate 28.50% of the square meters built in the building constructed by DYPSA. The transaction amounted to US$ 8 million. As a guaranty for the transaction, DYPSA set up a first degree mortgage for US$ 8 million plot in favor of IRSA. |
The Company signed preliminary sales agreements for 27 units to be received which where valued at its net realizable value. The increase for this method of valuation amounted to Ps. 26,531; of which Ps. 5,519 were recorded as of March 31, 2009 and Ps. 21,012 in previous fiscal years.
After several agreements, Dypsa delivered the totality of housing units to IRSA. As of March 31, 2009 title deeds of is out 26 of 28 units had been signed. The deeds for conveyance of title have been executed in favor of the third parties to whom IRSA assigned the acquisition rights.
(ii) | In May 2006 Koad S.A. (Koad) and the Company entered into a barter agreement valued at US$ 7.5 million by which the Company sold to Koad the plot of land number 36 of Terrenos de Caballito for Koad to build a building group called Caballito Nuevo. As consideration Koad paid an amount of US$ 0.05 million and the balance of US$ 7.4 million will be cancelled by delivering 118 apartments and 55 parking units within the maximum term of 1,188 days. The final number of units to be received will depend of the effective date in which Koad will deliver the units, as there are different bonuses according to the date of the delivery, in guarantee of the operation, Koad encumbered with a mortgage the plot subject to this transaction in the amount of US$ 7.5 million and constituted insurance for US$ 2 million and is going to constitute another one for US$ 0.5 million at the time the units are transferred. As of March 31, 2009, out of the total stipulated, Koad has delivered 42 parking spaces. Additionally, preliminary sales agreements have been signed over 31 functional units to be received. These units have been measured at their net realization value, which generated income for Ps. 3,446 from this transaction. |
NOTE 6: | TRADE ACCOUNTS PAYABLE |
March 31, 2009 |
June 30, 2008 | |||||||
Current | Non Current |
Current | Non Current | |||||
Suppliers (Exhibit G) (1) |
4,120 | | 2,931 | 5,445 | ||||
Accruals |
3,177 | | 5,405 | | ||||
Related parties (Note 11.a.) (Exhibit G) |
6,318 | | 4,018 | | ||||
Others |
1,023 | | 196 | | ||||
14,638 | | 12,550 | 5,445 | |||||
|
(1) | As of June 30, 2008 includes US$ 1.8 million related to the amount payable for a land purchased in Luján, according to Note 19. |
77
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 7: | CUSTOMER ADVANCES |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 | |||||||
Current | Non- Current |
Current | Non- Current | |||||
Customer advances (Exhibit G) |
12,361 | | 24,261 | | ||||
Leases and services advances |
2,747 | 11 | 1,927 | 978 | ||||
15,108 | 11 | 26,188 | 978 | |||||
NOTE 8: | SHORT AND LONG - TERM DEBT |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 |
|||||||||||
Current | Non- Current |
Current | Non- Current |
|||||||||
Non convertibles notes -2017 (Note 11. a. and 17) (Exhibit G) |
7,905 | 558,000 | 15,964 | 453,750 | ||||||||
Issue expenses (Note 17) |
(875 | ) | (6,049 | ) | (875 | ) | (6,705 | ) | ||||
Overdrafts |
54 | | 45,030 | | ||||||||
Seller financing (2) |
11,397 | 3,855 | 12,934 | 9,075 | ||||||||
Bank Loans (1) |
76,685 | 99,870 | 22,372 | 81,211 | ||||||||
95,166 | 655,676 | 95,425 | 537,331 | |||||||||
|
(1) | The balance as of March 31, 2009 includes mainly: |
a. Ps. 31,288 as a current balance and Ps. 99,870 as a non-current balance related to the debt for purchase the República building (Note 15 and Exhibit G).
b. Ps. 30,281 as a loan granted by Banco de la Nación Argentina maturing in September 2009 and accruing interest at a rate equivalent to Baibor at 30 days plus 500 basis points.
c. Ps. 15,116 as a loan granted by Banco Ciudad maturing in May 2009, accruing interest at a rate equivalent to Badlar plus 300 basis points.
(2) | The balance as of March 31, 2009 includes mainly: |
a. Ps. 11,397 related to debt for the purchase of Palermo Invest S.A. shares (Note 21.A.1 to the Consolidated Financial Statements Exhibit G)
b. Ps. 3,855 related to the debt incurred when the Company acquired 90% of the shares in E-Commerce Latina S.A. (E-Commerce) from APSA. Subsequently, APSA assigned the receivable from that transaction to E-Commerce (Note 11.a.).
78
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 9: | OTHER LIABILITIES |
The breakdown for this item is as follows:
March 31, 2009 |
June 30, 2008 |
|||||||||
Current | Non- Current |
Current | Non- current |
|||||||
Loans with Shareholders of related parties (Note 11.a.) (Exhibit G) |
5,613 | 50,080 | 15,284 | 28,303 | ||||||
Condominium expenses |
| | 1,421 | | ||||||
Directors fees provision (Note 11.a.) (1) |
| | 2,996 | | ||||||
Less value of acquired contracts (1.5.l) |
3,722 | 2,239 | 3,811 | 5,150 | ||||||
Administration and reserve funds |
3,156 | | 460 | | ||||||
Directors guarantee deposits (Note 11.a.) |
| 8 | | 8 | ||||||
Guarantee deposits (Exhibit G) |
1,934 | 4,824 | 978 | 3,763 | ||||||
Present value |
| (202 | ) | | (285 | ) | ||||
Other (Exhibit G) |
749 | 194 | 661 | 195 | ||||||
15,174 | 57,143 | 25,611 | 37,134 | |||||||
|
(1) | As of June 30, 2008, it is disclosed net of advances to Directors for Ps. 516. |
NOTE 10: | OTHER EXPENSES, NET |
The breakdown for this item is as follows:
March 31, 2009 |
March 31, 2008 |
|||||
Other income: |
||||||
Allowances recovery |
30 | | ||||
Other |
148 | 234 | ||||
178 | 234 | |||||
Other expenses: |
||||||
Tax on personal assets |
(1,489 | ) | (3,925 | ) | ||
Donations |
(3,748 | ) | (1,919 | ) | ||
Unrecoverable VAT |
(2,423 | ) | (1,027 | ) | ||
Lawsuits contingencies |
| (48 | ) | |||
Other |
(50 | ) | (153 | ) | ||
(7,710 | ) | (7,072 | ) | |||
Total other expenses, net |
(7,532 | ) | (6,838 | ) | ||
79
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 11: | BALANCES AND TRANSACTIONS WITH SUBSIDIARIES, SHAREHOLDERS, AFFILIATED AND RELATED PARTIES |
a. | The balances as of March 31, 2009 and June 30, 2008, with subsidiaries, shareholders, affiliated and related companies are as follows: |
March 31, 2009 |
June 30, 2008 | |||
Alto Palermo S.A. (1) |
||||
Accounts receivable, net |
6,397 | 2,491 | ||
Other current receivables and prepaid expenses |
264 | 710 | ||
Current investments |
5,474 | 4,393 | ||
Non-current investments |
165,279 | 96,008 | ||
Current trade accounts payable |
2,782 | 1,700 | ||
Other current liabilities |
1 | 36 | ||
Banco de Crédito y Securitización S.A. (3) |
||||
Accounts receivable, net |
18 | 18 | ||
Canteras Natal Crespo S.A. (5) |
||||
Accounts receivable, net |
170 | 115 | ||
Other current receivables and prepaid expenses |
1,732 | 672 | ||
Other non-current receivables and prepaid expenses |
8,331 | 483 | ||
Comercializadora Los Altos S.A. (1) |
||||
Accounts receivable, net |
48 | 48 | ||
Current trade accounts payable |
5 | 5 | ||
Consorcio Dock del Plata (4) |
||||
Accounts receivable, net |
337 | | ||
Other current receivables and prepaid expenses |
31 | | ||
Current trade accounts payable |
58 | | ||
Consultores Assets Management S.A. (4) |
||||
Accounts receivable, net |
477 | 262 | ||
Other current receivables and prepaid expenses |
4 | 13 | ||
Current trade accounts payable |
2 | | ||
Consorcio Libertador S.A. (4) |
||||
Accounts receivable, net |
508 | 280 | ||
Other current receivables and prepaid expenses |
6 | 17 | ||
Current trade accounts payable |
130 | 17 | ||
Other current liabilities |
15 | 29 | ||
Cresud S.A.C.I.F. y A (2) |
||||
Accounts receivable, net |
991 | 591 | ||
Other current receivables and prepaid expenses |
970 | 111 | ||
Current trade accounts payable |
1,584 | 617 | ||
Current loans |
1,747 | | ||
Non-Current loans |
123,325 | | ||
Cyrsa S.A. (5) |
||||
Accounts receivable, net |
2,924 | 2,038 | ||
Other current receivables and prepaid expenses |
| 114 | ||
Current trade accounts payable |
672 | 867 | ||
Inventories - Credit from barter of Caballito |
37,939 | 37,939 |
80
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 11: | (Continued) |
a. | (Continued) |
March 31, 2009 |
June 30, 2008 | |||
Directors (4) | ||||
Other current receivables and prepaid expenses |
2,447 | 86 | ||
Other current liabilities |
| 2,996 | ||
Other non-current liabilities |
8 | 8 | ||
E-commerce Latina S.A. (1) | ||||
Accounts receivable, net |
20 | 1 | ||
Other current receivables and prepaid expenses |
| 1 | ||
Current loans |
| 3,464 | ||
Non-current loans |
3,855 | | ||
Emprendimiento Recoleta S.A. (1) | ||||
Accounts receivables, net |
1 | | ||
Other current receivables and prepaid expenses |
| | ||
Current trade accounts payable |
1 | 1 | ||
Estudio Zang, Bergel & Viñes (4) | ||||
Other current receivables and prepaid expenses |
20 | 10 | ||
Current trade accounts payable |
126 | 2 | ||
Other current liabilities |
57 | 242 | ||
Fibesa S.A. (1) | ||||
Accounts receivable, net |
1 | | ||
Fundación IRSA (4) | ||||
Accounts receivable, net |
15 | 14 | ||
Other current receivables and prepaid expenses |
2 | 2 | ||
Current trade accounts payable |
528 | | ||
Hoteles Argentinos S.A. (1) | ||||
Accounts receivable, net |
25 | 974 | ||
Other current receivables and prepaid expenses |
21 | | ||
Other current liabilities |
746 | 601 | ||
Inversora Bolívar S.A. (1) | ||||
Accounts receivable, net |
2,986 | 1,429 | ||
Other current receivables and prepaid expenses |
6,851 | 5,555 | ||
Other non-current receivables and prepaid expenses |
60,306 | 61,206 | ||
Current trade accounts payable |
317 | 520 | ||
Other current liabilities |
30 | 28 | ||
Llao Llao Resorts S.A. (1) | ||||
Accounts receivable, net |
1,306 | 581 | ||
Other current receivables and prepaid expenses |
33,579 | 30,910 | ||
Other non-current receivables and prepaid expenses |
10,208 | 6,131 | ||
Other current liabilities |
2 | | ||
Current trade accounts payable |
| 5 | ||
Museo de los niños (4) | ||||
Accounts receivable, net |
20 | 21 |
81
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 11: | (Continued) |
a. | (Continued) |
March 31, 2009 |
June 30, 2008 | |||
Nuevas Fronteras S.A. (1) | ||||
Accounts receivable, net |
57 | | ||
Other current receivables and prepaid expenses |
1 | 1 | ||
Current trade accounts payable |
3 | 114 | ||
Other current liabilities |
4,716 | | ||
Palermo Invest S.A. (1) | ||||
Accounts receivable, net |
66 | 38 | ||
Other current receivables and prepaid expenses |
5,862 | 5,313 | ||
Panamerican Mall S.A. (1) | ||||
Accounts receivable, net |
69 | | ||
Other current receivables and prepaid expenses |
| 15 | ||
Patagonian Investment S.A. (1) | ||||
Accounts receivable, net |
53 | 26 | ||
Pereiraola S.A.I.C.I.F. (1) | ||||
Accounts receivable, net |
39 | 22 | ||
Advances to personel (4) | ||||
Other current receivables abd prepaid expenses |
284 | 229 | ||
Current trade accounts payable |
24 | 27 | ||
Puerto Retiro S.A. (5) | ||||
Accounts receivable, net |
78 | 47 | ||
Quality Invest S.A |
||||
Accounts receivables, net |
12 | | ||
Ritelco S.A. (1) | ||||
Other current receivables and prepaid expenses |
24 | 14 | ||
Current trade accounts payable |
| 146 | ||
Other current liabilities |
47 | 14,348 | ||
Other non-current liabilities |
50,080 | 28,298 | ||
Rummaala S.A. (5) | ||||
Accounts receivable, net |
7 | 174 | ||
Other current receivables and prepaid expenses |
| 5 | ||
Current trade accounts payable |
61 | | ||
Shopping Alto Palermo S.A. (1) | ||||
Accounts receivable, net |
1 | | ||
Current trade accounts payable |
14 | 2 | ||
Other current liabilities |
1 | | ||
Solares de Santa Maria S.A. (1) | ||||
Accounts receivable, net |
874 | 533 | ||
Other current receivables and prepaid expenses |
37 | 4,150 | ||
Tarshop S.A. (1) | ||||
Accounts receivable, net |
2,194 | 122 |
82
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 11: | (Continued) |
a. | (Continued) |
March 31, 2009 |
June 30, 2008 | |||
IRSA International LLC (1) | ||||
Other current receivables and prepaid expenses |
525 | | ||
Tyrus (1) |
||||
Current trade accounts payable |
9 | |
(1) | Subsidiary (direct or indirect) |
(2) | Shareholder |
(3) | Affiliated (direct or indirect) |
(4) | Related party |
(5) | Direct or indirect joint control |
83
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 11: | (Continued) |
b. Results on subsidiary, shareholder, affiliated and related parties during the nine-month period ended March 31, 2009 and 2008 are as follows:
Year | Sales and services fee |
Leases earned |
Cost of service | Leases Lost |
Interest earned |
Fees | Interest Lost |
|||||||||||||
Related Paties |
||||||||||||||||||||
Palermo Invest S.A. (1) |
2009 | | | | | 548 | | | ||||||||||||
2008 | | | | | 442 | | | |||||||||||||
Inversora Bolivar S.A. (1) |
2009 | | | | (560 | ) | 5,405 | | | |||||||||||
2008 | 1,146 | | | (243 | ) | 6,102 | | | ||||||||||||
Alto Palermo S.A. (APSA) (1) |
2009 | 1,725 | | | | 9,812 | | | ||||||||||||
2008 | | | (15 | ) | | 7,527 | | | ||||||||||||
Canteras Natal Crespo S.A. (4) |
2009 | 72 | | | | 121 | | | ||||||||||||
2008 | 72 | | | | 63 | | | |||||||||||||
Cresud S.A.C.I.F. y A. (2) |
2009 | | | (327 | ) | | | | (3,958 | ) | ||||||||||
2008 | | | (13 | ) | | | | | ||||||||||||
Hoteles Argentinos S.A. (1) |
2009 | | | | | 47 | | | ||||||||||||
2008 | | | | | 214 | | | |||||||||||||
Llao Llao Resorts S.A. (1) |
2009 | | 103 | | | 3,029 | | | ||||||||||||
2008 | | 99 | | | 2,318 | | | |||||||||||||
E-Commerce S.A. (1) |
2009 | | 4 | | | | | (391 | ) | |||||||||||
2008 | | | | | | | (188 | ) | ||||||||||||
Rummalaa S.A. (4) |
2009 | | | | | | | | ||||||||||||
2008 | | | | | 81 | | | |||||||||||||
Ritelco S.A. (1) |
2009 | | | | | | | (1,262 | ) | |||||||||||
2008 | | | | | 66 | | (1,290 | ) | ||||||||||||
Patagonian Investment S.A. (1) |
2009 | | | | | | | | ||||||||||||
2008 | | | | | 116 | | | |||||||||||||
Tarshop S.A. (1) |
2009 | 362 | 1,172 | | | | 122 | | ||||||||||||
2008 | 56 | 1,058 | | | | | | |||||||||||||
Advances to personel (3) |
2009 | | | | | 11 | | | ||||||||||||
2008 | | | | | 10 | | | |||||||||||||
Estudio Zang, Bergel & Viñes (3) |
2009 | | | | | | (1,005 | ) | | |||||||||||
2008 | | | | | | (783 | ) | | ||||||||||||
Directors (3) |
2009 | | | | | | (8,122 | ) | | |||||||||||
2008 | | | | | | (5,236 | ) | | ||||||||||||
CYRSA S.A. (4) |
2009 | | 428 | | | | | | ||||||||||||
2008 | | 315 | | | 6 | | | |||||||||||||
Nuevas Fronteras S.A. (1) |
2009 | 302 | | | | | | (216 | ) | |||||||||||
2008 | | | | (2 | ) | | | | ||||||||||||
Solares de Santa Maria S.A. (1) |
2009 | | | | | 693 | | | ||||||||||||
2008 | | | | | 49 | | | |||||||||||||
Consultores Assets Management S.A. (3) |
2009 | | | | | 11 | | | ||||||||||||
2008 | | | | | | | | |||||||||||||
Consorcio Libertador S.A. (3) |
2009 | | | | | | | | ||||||||||||
2008 | 95 | 7 | | | | | | |||||||||||||
Total 2009 |
2,461 | 1,707 | (327 | ) | (560 | ) | 19,677 | (9,005 | ) | (5,827 | ) | |||||||||
Total 2008 |
1,369 | 1,479 | (28 | ) | (245 | ) | 16,994 | (6,019 | ) | (1,478 | ) |
(1) | Subsidiary (direct or indirect) |
(2) | Shareholder / Subsidiarys shareholder |
(3) | Related party |
(4) | Direct or indirectly joint control |
84
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 11: | (Continued) |
c. The composition of loss on equity investees is as follows:
(Loss)/Gain | Gain | ||||
March 31, 2009 |
March 31, 2008 | ||||
(Loss) gain on equity investments |
(110,037 | ) | 9,472 | ||
Gain on purchase of non convertible notes of APSA (Note 29) |
53,602 | | |||
Accrual of financial results from non convertible notes of APSA (Note 29) |
(1,455 | ) | | ||
Amortization of goodwill and lower/higher purchase values |
1,358 | 556 | |||
Difference exchange non convertible notes of APSA |
4,512 | | |||
Accelerated depreciation of debt issuance costs of non convertibles notes of APSA |
(956 | ) | | ||
(52,976 | ) | 10,028 | |||
NOTE 12: | COMMON STOCK |
a. | Common stock |
As of March 31, 2009, common stock was as follows:
Approved by |
Date of record with the Public Registry | |||||||
Par Value | Body |
Date | of Commerce | |||||
Shares issued for cash |
| First Meeting for IRSAs Incorporation | 04.05.1943 | 06.25.1943 | ||||
Shares issued for cash |
16,000 | Extraordinary Shareholders´ Meeting | 11.18.1991 | 04.28.1992 | ||||
Shares issued for cash |
16,000 | Extraordinary Shareholders´ Meeting | 04.29.1992 | 06.11.1993 | ||||
Shares issued for cash |
40,000 | Extraordinary Shareholders´ Meeting | 04.20.1993 | 10.13.1993 | ||||
Shares issued for cash |
41,905 | Extraordinary Shareholders´ Meeting | 10.14.1994 | 04.24.1995 | ||||
Shares issued for cash |
2,000 | Extraordinary Shareholders´ Meeting | 10.14.1994 | 06.17.1997 | ||||
Shares issued for cash |
74,951 | Extraordinary Shareholders´ Meeting | 10.30.1997 | 07.02.1999 | ||||
Shares issued for cash |
21,090 | Extraordinary Shareholders´ Meeting | 04.07.1998 | 04.24.2000 | ||||
Shares issued for cash |
54 | Board of Directors´ Meeting | 05.15.1998 | 07.02.1999 | ||||
Shares issued for cash |
9 | Board of Directors´ Meeting (1) | 04.15.2003 | 04.28.2003 | ||||
Shares issued for cash |
4 | Board of Directors´ Meeting (1) | 05.21.2003 | 05.29.2003 | ||||
Shares issued for cash |
172 | Board of Directors´ Meeting (1) | 08.22.2003 | 02.13.2006 | ||||
Shares issued for cash |
27 | Board of Directors´ Meeting (1) | 08.22.2003 | 02.13.2006 | ||||
Shares issued for cash |
8,585 | Board of Directors´ Meeting (1) | 12.31.2003 | 02.13.2006 | ||||
Shares issued for cash |
8,493 | Board of Directors´ Meeting (2) | 12.31.2003 | 02.13.2006 | ||||
Shares issued for cash |
4,950 | Board of Directors´ Meeting (1) | 03.31.2004 | 02.13.2006 | ||||
Shares issued for cash |
4,013 | Board of Directors´ Meeting (2) | 03.31.2004 | 02.13.2006 | ||||
Shares issued for cash |
10,000 | Board of Directors´ Meeting (1) | 06.30.2004 | 02.13.2006 | ||||
Shares issued for cash |
550 | Board of Directors´ Meeting (2) | 06.30.2004 | 02.13.2006 | ||||
Shares issued for cash |
9,450 | Board of Directors´ Meeting (2) | 09.30.2004 | 02.13.2006 | ||||
Shares issued for cash |
1,624 | Board of Directors´ Meeting (1) | 12.31.2004 | 02.13.2006 | ||||
Shares issued for cash |
1,643 | Board of Directors´ Meeting (2) | 12.31.2004 | 02.13.2006 | ||||
Shares issued for cash |
41,816 | Board of Directors´ Meeting (1) | 03.31.2005 | 02.13.2006 | ||||
Shares issued for cash |
35,037 | Board of Directors´ Meeting (2) | 03.31.2005 | 02.13.2006 | ||||
Shares issued for cash |
9,008 | Board of Directors´ Meeting (1) | 06.30.2005 | 02.13.2006 | ||||
Shares issued for cash |
9,885 | Board of Directors´ Meeting (2) | 06.30.2005 | 02.13.2006 | ||||
Shares issued for cash |
2,738 | Board of Directors´ Meeting (1) | 09.30.2005 | 02.13.2006 | ||||
Shares issued for cash |
8,443 | Board of Directors´ Meeting (2) | 09.30.2005 | 02.13.2006 | ||||
Shares issued for cash |
354 | Board of Directors´ Meeting (2) | 03.31.2006 | 12.05.2006 | ||||
Shares issued for cash |
13,009 | Board of Directors´ Meeting (1) | 03.31.2006 | 12.05.2006 | ||||
Shares issued for cash |
2,490 | Board of Directors´ Meeting (2) | 03.31.2006 | 12.05.2006 | ||||
Shares issued for cash |
40,215 | Board of Directors´ Meeting (1) | 06.30.2006 | 12.05.2006 | ||||
Shares issued for cash |
10,933 | Board of Directors´ Meeting (2) | 06.30.2006 | 12.05.2006 | ||||
Shares issued for cash |
734 | Board of Directors´ Meeting (1) | 09.30.2006 | 11.29.2006 | ||||
Shares issued for cash |
1,372 | Board of Directors´ Meeting (2) | 09.30.2006 | 11.29.2006 | ||||
Shares issued for cash |
5,180 | Board of Directors´ Meeting (1) | 12.31.2006 | 02.28.2007 | ||||
Shares issued for cash |
6,008 | Board of Directors´ Meeting (2) | 12.31.2006 | 02.28.2007 | ||||
Shares issued for cash |
2,059 | Board of Directors´ Meeting (1) | 03.31.2007 | 06.26.2007 | ||||
Shares issued for cash |
2,756 | Board of Directors´ Meeting (2) | 03.31.2007 | 06.26.2007 | ||||
Shares issued for cash |
8,668 | Board of Directors´ Meeting (1) | 06.30.2007 | 10.01.2007 | ||||
Shares issued for cash |
2,744 | Board of Directors´ Meeting (2) | 06.30.2007 | 10.01.2007 | ||||
Shares issued for cash |
33,109 | Board of Directors´ Meeting (1) | 09.30.2007 | 11.30.2007 | ||||
Shares issued for cash |
53,702 | Board of Directors´ Meeting (2) | 09.30.2007 | 11.30.2007 | ||||
Shares issued for cash |
1,473 | Board of Directors´ Meeting (1) | 12.31.2007 | 03.12.2008 | ||||
Shares issued for cash |
25,423 | Board of Directors´ Meeting (2) | 12.31.2007 | 03.12.2008 | ||||
578,676 | ||||||||
(1) | Conversion of negotiable obligations. |
(2) | Exercise of options. |
85
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 12: | (Continued) |
b. | Restriction on the distribution of profits |
i) | In accordance with the Argentine Comercial Corporations Law and the Companys By-laws, 5% of the net and realized profit for the period, calculated in accordance with Argentine GAAP plus (less) prior period adjustments must be appropriated, once accumulated losses are absorbed, by resolution of the shareholders to a legal reserve until such reserve equals 20% of the Companys outstanding capital. This legal reserve may be used only to absorb losses. |
ii) | See Note 17. |
NOTE 13: | RESTRICTED ASSETS |
The Company has a mortgage on the Suipacha 652 building, as a guarantee for its obligation to construct a building and the transference of some of the units to be constructed in such building as balance of price for the acquisition of the plot located at Libertador 1755 (Note 21.A.2 to the Unaudited Consolidated Financial Statements).
NOTE 14: | INCOME TAX DEFERRED TAX |
The evolution and breakdown of deferred tax assets and liabilities are as follows:
Items |
Balances at the beginning of year |
Changes for the period (i) |
Balances at period-end |
||||||
Non-current deferred assets and liabilities | |||||||||
Cash and Banks |
175 | (192 | ) | (17 | ) | ||||
Investments |
(1,827 | ) | (19,551 | ) | (21,378 | ) | |||
Accounts receivable, net |
115 | 1,653 | 1,768 | ||||||
Other receivables and prepaid expenses |
64,040 | (1,754 | ) | 62,286 | |||||
Inventories |
(6,098 | ) | 1,532 | (4,566 | ) | ||||
Fixed assets, net |
(3,558 | ) | (16,850 | ) | (20,408 | ) | |||
Tax loss carryfowards |
843 | 17,588 | 18,431 | ||||||
Financial loans |
(2,652 | ) | 230 | (2,422 | ) | ||||
Salaries and social security payable |
22 | 95 | 117 | ||||||
Other liabilities |
6,570 | 432 | 7,002 | ||||||
Total net deferred assets |
57,630 | (16,817 | ) | 40,813 | |||||
|
(i) | Includes the reversal of the deferred income tax related to business combinations, which does not have an impact in net income. |
Net assets at period end derived from the information included in the above table amount to Ps. 40,813.
86
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 14: | (Continued) |
Below is a reconciliation between income tax expensed and that resulting from application of the current tax rate to pre-tax income for the periods ended March 31, 2009 and 2008, respectively:
Items |
03.31.09 | 03.31.08 | ||||
Net (loss) income for the year (before income tax) |
(89,510 | ) | 33,090 | |||
Current income tax rate |
35 | % | 35 | % | ||
Net (loss) income for the year at the tax rate |
(31,328 | ) | 11,582 | |||
- Restatement into constant currency |
2,792 | 1,140 | ||||
- Donations |
1,312 | 149 | ||||
- Loss (gain) on equity investees |
36,793 | (3,510 | ) | |||
- Tax on personal assets |
522 | 1,374 | ||||
- Directors´ fees |
2,816 | | ||||
- Others |
3,760 | (524 | ) | |||
- Income tax and deferred tax charge for the period |
16,667 | 10,211 | ||||
- MPIT charge for the period |
| | ||||
Total income tax and MPIT charged for the period |
16,667 | 10,211 | ||||
The total unused balance of accumulated operating loss income tax carry-forward at the end of the period amounts to Ps. 52,660:
Year generation |
Amount (*) | Statute of limitation | ||
2009 |
52,660 | 2014 | ||
Tax loss carryforwards |
52,660 | |||
|
(*) | Disclosed on nominal values |
NOTE 15: | ACQUISITION OF REPUBLICA BUILDING |
In April 2008, the company acquired a building known as Republica Building, a property located in Tucumán 1, Buenos Aires. The company paid US$ 70.3 million partially financed by a mortgage loan from Banco Macro for an amount of US$ 34 million accruing interest at fixed rate of 12% per annum and payable in five equal, annual and consecutive installments as from April 2009.
In May, 2008 the Company consulted with the Argentine Antitrust Commision as regards the need to notify such operation as one of economic concentration. The Argentine Antitrust Commision resolved that, in effect, such operation had to be reported. The Company objected such decision in the local courts. To date of this unaudited financial statements, the local courts have not decided on such appeal.
87
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 16: | ACQUISITION AND SALE OF THE BOUCHARD BUILDING |
In March 2007, the company acquired the building known as Bouchard Plaza (including the current leases agreements) for an aggregate purchase price of US$ 84 million.
The Company consulted with the Argentine Antitrust Commision with regard to the need for reporting such transaction as economic concentration. The Argentine Antitrust Commision decided that effectively the operation referred should be notified and the pertinent court ratified such decision. On April 22, 2008 the notice of the operation was filed with the Argentine Antitrust Commision. To date, such matter is still to be resolved.
In January, 2008, the Company sold to Compañía Técnica Internacional Sociedad Anónima Comercial e Industrial (Techint) the undivided 29.85% of the Bouchard Plaza Building (including the current leases agreements) for an amount of US$ 34.4 million. This transaction generated a profit of Ps. 19.0 million.
NOTE 17: | ISSUANCE OF NON CONVERTIBLE NOTES |
In February 2007, the Company issued non-convertible Notes (Non convertible notes-2017) for US$ 150 million to become due in February 2017 under the framework of the Global Program for Issuing Non convertible notes in a nominal value of up to US$ 200 million authorized by the National Securities Commission. Non convertible notes-2017 accrue an annual fixed interest rate of 8.5%, payable every six months, starting in August, 2007. The Principal will be fully paid on maturity. Non convertible notes-2017 contain customary covenants including restrictions to pay dividends in accordance with certain limits. As of March 31, 2009 disclosed net of issue expenses of Ps. 875 current and Ps 6,049 non-current.
NOTE 18: | OFFER FOR THE ACQUISITION OF URUGUAYAN COMPANY |
In May 2008 the Company signed an offer for acquiring a company in Uruguay, which to the date of transference of the shares should be the owner of certain plots of land in the City of Montevideo, Uruguay, paying an advance of Ps. 984.
The Company intends to develop an Urban Project.
The price for the sale of all the shares will be US$ 7 million.
NOTE 19: | ACQUISITION OF A PLOT OF LAND IN LUJAN |
In May 2008 the Company (in comision) and Birafriends S.A. entered into a preliminary purchase contract with possession by which IRSA was committed itself to acquire a fraction of land located in the Luján District, Province of Buenos Aires, for a total price of US$ 3 million paying at the time of signing the contract the amount of US$ 1.2 million. The remaining amount will be paid at the time of the deed. On December 2008, the Company notified that the principal will be Cresud S.A.C.I.F y A.
88
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 20: | BARTER TRANSACTION WITH CYRSA |
The Company signed with Cyrsa a deed of exchange for US$ 12.6 million by which IRSA handed over to Cyrsa a plot of land in the Caballito neighborhood. On its part, Cyrsa committed itself to build a housing real estate development in such plot. In a first stage two buildings will be constructed and a third future building will be developed in the second stage, upon Cyrsa´s election.
As consideration Cyrsa paid US$ 0.12 million and the balance will be cancelled by handing over 25% of the functional units of the buildings to be constructed in the plot of land.
If Cyrsa decides not to construct the third building by June 2010, then IRSA will receive the functional unit having the right to over-raise the future third building.
To guarantee the compliance with its obligations Cyrsa has mortgaged the plot of land in the amount of US$ 12.6 million.
This transaction generated a net gain of Ps. 29,081 which is eliminated in accordance with the ownership of Cyrsa.
On July 31, 2008, the title deed to the land was executed.
NOTE 21: | CONVERTIBLE NOTES INTO COMMON SHARES |
In November 2002, the Company issued Convertible Notes into shares (IRSA-NOC-2007) for a nominal value of US$ 100 million falling due in the year 2007, bearing interest at an annual rate of 8%, payable semi-annually in arrears. The holder was entitled to exchange each IRSA-NOC-2007 for 1,8347 shares (0.1835 GDS) and had an option to purchase the same number of shares at the exercise price set for the warrant. The convertible note and the option to purchase additional shares matured in November 2007.
Convertible notes amounting US$ 99.9 million were converted until its maturity. Therefore, the Company issued 193,380,366 common stock. In addition, the Company issued 193,296,821 common stock in exchange of US$ 119.9 million as a result of the conversion of warrants.
NOTE 22: | ACQUISITION OF 50% OF TORRE BANKBOSTON |
In August 2007, the Company acquired the 50% of the building known as Tower BankBoston (including current leases contracts) located at Carlos María Della Paolera N° 265, Autonomous City of Buenos Aires in the amount of US$ 54 million (Exhibit B).
89
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 22: | (Continued) |
This acquisition is considered as a business combination (See Note 1.5.l.).
The Company consulted with the National Argentine Antitrust Commision with regard to the need for reporting such transaction as economic concentration. The Argentine Antitrust Commision decided that effectively the operation referred should be notified. The company challenged this opinion on the local courts.
NOTE 23: | ADQUISITION OF MUSEO RENAULT |
In December 2007 the Company acquired certain functional units of the Palacio Alcorta or Museo Renault (including current leases contracts) in the amount of US$ 3.2 million (Exhibit B).
This acquisition is considered a business combination. (See Note 1.5.l.).
NOTE 24: | ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS HELD OCTOBER 31, 2008. |
The Ordinary and Extraordinary General Meeting of Shareholders held October 31, 2008 decided to approve the following items:
-To apply 5% of the income for the year ended June 30, 2008 to the Legal Reserve;
-That the balance of the income accounts of the year be carried forward, entitling the Board of Directors to use the balance and free availability reserves for the purposes that follow, among other: appropriate dividends or provide for the acquisition of own shares. All this due to the financial crisis shown in the national and international markets from were it is clear the impact on the quotation prices of the Company values, which certainly do not agree with the Company´s reality. It is, therefore, essential to protect the shareholders´ interests from the sudden fluctuations of quotation prices;
-That the tax on personal assets levied on the shareholders and paid by the Company in its capacity as substitute responsible for up to Ps. 5,433, be fully absorbed by the Company as long as such decision is not modified by virtue of a meeting of shareholders;
NOTE 25: | PURCHASE OF MANIBIL S.A.´S SHAREHOLDING |
In May 2008, the Company bought a 49% shareholding in Manibil S.A. from Land Group S.A. Manibil S.A. had been created to transact business in real estate and construction and to carry out financial transactions and made contributions proportional to its shareholder possession for Ps 23.9 million.
By virtue of the contracts signed, the Company agreed not to transfer its shares or any rights related thereto for a term of three years.
90
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTA 26: | ACQUISITION OF COMPANY´S SHARES BY CRESUD S.A.C.I.F. Y A. |
During the nine-month period ended March 31, 2009, Cresud S.A.C.I.F. y A. (Cresud, a Company shareholder) acquired 68,712,008 additional shares of the Company. Consequently, Cresud´s share in the Company, either directly and indirectly through its subsidiary companies, amounts approximately to 54.01%. Therefore, as from October 2008 Cresud exercises control on the Company as it holds the necessary votes to form the social will in the ordinary meetings of shareholders in accordance with the terms of Technical Resolution 21.
NOTE 27: | FINANCIAL AND CAPITAL MARKET SITUATION |
During the last months, the world´s principal financial markets have suffered the impact of volatility conditions as well as lack of liquidity, credit and uncertainty. Consequently, stock-market rates showed a significant fall worldwide together with an evident economic deceleration also at world level. Although the central countries took immediate action on the matter, the future evolution of the international markets is uncertain, which produce direct effects on the quotation of financial assets, particularly shares, debt titles and investment funds.
As regards the Argentine Republic, stock-markets showed a pronounced downward trend in the price of public and private bonds and a rise in interest rates, country risk and rates of exchange.
The Company´s management is monitoring and evaluating the effects derived from the situations referred to above on the Company and subsidiaries in order to adopt in real time the necessary measures to soften the effects of the global situation.
In connection with the quotation value of shares issued of the Company and its subsidiary´s, the Company´s management reported that the quotation price of its shares has also been affected, in the understanding that such fall does not coincide with the Company´s equity reality or with its true economic situation but that it is a consequence of the current process through which national and international markets are undergoing.
Banco Hipotecario sustained significant losses in the period. However, as of the date hereof, it is in full compliance with the capital requirements laid down in the regulations that govern its functioning. Although Banco Hipotecarios listed shares have shown a decline in value in the period, Management estimates that such decrease is not an indication of Banco Hipotecarios current operating performance.
91
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the unaudited financial statements (Continued)
NOTE 27: | (Continued) |
The factors considered by the Company include the following: (i) the reasons for such decrease in the quoted value (and whether they concern loan policies, interest rates or the market), (ii) the Companys ability and willingness to maintain the investment for a period long enough to recover value, (iii) whether such decrease in value is significant to the Company, (iv) the historical behavior of the variables that caused such decline in value and (v) the Companys business fundamentals. Testing for non-temporary impairments in value entails qualitative and quantitative processes subject to several risks and uncertainties. As of the date of these financial statements, Management estimates that the drop in the quoted value of shares is temporary.
NOTE 28 | SALES OF REAL ESTATE |
The company sold in different operations both during the last six-month period ended March 31, 2009 and as subsequent events office properties representative of 20,315 square meters of gross leasable area in IRSA´s portfolio, for a total of Ps. 201.3 million, of which Ps. 66.9 million correspond to operations perfected during the last six-month period and Ps 134.4 million to operations conducted in later form. These operations generated an income of Ps 41.7 million and of Ps 77.7 million (approximately), respectively.
NOTE 29: | PURCHASE OF NON CONVERTIBLE NOTES OF ALTO PALERMO |
During the nine-month period ended as of March 31, 2009 the Company acquired the notes corresponding to the series issued by Alto Palermo in May 2007 for US$ 120 million, for a total nominal value of US$ 27.9 million, at an average quoted value equivalent to US$ 0.44. The total amount paid was US$ 12.3 million. Gain from this transaction amounted to US$ 53,602.
In addition, as an subsequent event to the close of the period, IRSA acquired Series I notes (negotiable obligations) for a nominal value of US$11.8 million and Serie II for a nominal value of US$ 15.1 million. The amount paid was US$ 6.5 million and US$ 8.2 million, respectively.
92
IRSA Inversiones y Representaciones Sociedad Anónima |
Fixed assets, net
For the nine-month period beginning on July 1, 2008
and ended March 31, 2009 compared with the year ended June 30, 2008
In thousands of pesos
Exhibit A
Depreciation | ||||||||||||||||||||||||||
For the period | ||||||||||||||||||||||||||
Items |
Value at beginning of year |
Increases and Transfers |
Deductions and Transfers |
Value at period end |
Accumulated at beginning of year |
Increase, deductions and Transfers |
Amount (1) | Accumulated at period end |
Allowances for impairment (2) |
Net carrying value as of March 31, 2009 |
Net carrying value as of June 30, 2008 | |||||||||||||||
Work in progress |
1,211 | 359 | | 1,570 | | | | | | 1,570 | 1,210 | |||||||||||||||
Machinery, equipment and computer equipment |
6,611 | 288 | | 6,899 | 5,742 | | 459 | 6,201 | | 698 | 869 | |||||||||||||||
Furniture and fixtures |
1,719 | 297 | | 2,016 | 1,661 | | 36 | 1,697 | | 319 | 58 | |||||||||||||||
Leasehold improvements |
6,753 | | | 6,753 | 6,534 | | 87 | 6,621 | | 132 | 219 | |||||||||||||||
Advances for fixed assets |
39 | 68 | | 107 | | | | | | 107 | 39 | |||||||||||||||
Vehicles |
130 | | | 130 | 104 | | 20 | 124 | | 6 | 26 | |||||||||||||||
Properties: |
||||||||||||||||||||||||||
Edificio República |
229,910 | 254 | | 230,164 | 1,143 | | 3,499 | 4,642 | | 225,522 | 228,767 | |||||||||||||||
Torre Bankboston |
174,339 | 5 | (5,266 | ) | 169,078 | 2,581 | (183 | ) | 2,160 | 4,558 | | 164,520 | (3) | 171,758 | ||||||||||||
Bouchard 551 |
160,657 | | | 160,657 | 5,431 | | 1,746 | 7,177 | | 153,480 | 155,226 | |||||||||||||||
Bouchard 710 |
72,460 | | | 72,460 | 5,155 | | 766 | 5,921 | | 66,539 | 67,305 | |||||||||||||||
Works in progress Dique IV |
36,387 | 28,616 | | 65,003 | | | | | | 65,003 | 36,387 | |||||||||||||||
Maipú 1300 |
52,693 | 23 | | 52,716 | 11,664 | | 1,036 | 12,700 | 40,016 | 41,029 | ||||||||||||||||
Libertador 498 |
51,152 | | (14,807 | ) | 36,345 | 11,520 | (3,628 | ) | 1,000 | 8,892 | 27,453 | 39,632 | ||||||||||||||
Laminar Plaza |
33,513 | | | 33,513 | 5,171 | | 634 | 5,805 | | 27,708 | 28,342 | |||||||||||||||
Dock del Plata |
26,944 | | (5,462 | ) | 21,482 | 1,290 | (374 | ) | 362 | 1,278 | | 20,204 | 25,654 | |||||||||||||
Costeros Dique IV |
23,337 | | | 23,337 | 3,050 | | 441 | 3,491 | | 19,846 | 20,287 | |||||||||||||||
Reconquista 823 |
24,764 | | | 24,764 | 6,319 | | 492 | 6,811 | 17,953 | 18,445 | ||||||||||||||||
Edificios Costeros (Dique II) |
21,184 | | | 21,184 | 3,262 | | 412 | 3,674 | | 17,510 | 17,922 | |||||||||||||||
Suipacha 652 |
17,010 | | | 17,010 | 5,170 | | 339 | 5,509 | 11,501 | 11,840 | ||||||||||||||||
Museo Renault |
8,503 | | | 8,503 | 95 | | 191 | 286 | | 8,217 | (4) | 8,408 | ||||||||||||||
Avda. de Mayo 595 |
7,339 | | | 7,339 | 2,382 | | 176 | 2,558 | | 4,781 | 4,957 | |||||||||||||||
Constitución 1159 |
8,762 | | | 8,762 | | | | | (4,661 | ) | 4,101 | 4,101 | ||||||||||||||
Libertador 602 |
3,486 | | | 3,486 | 754 | | 74 | 828 | | 2,658 | 2,732 | |||||||||||||||
Avda. Madero 942 |
3,277 | | (3,277 | ) | | 992 | (1,038 | ) | 46 | | | | 2,285 | |||||||||||||
Torre Renoir I |
1,520 | | (1,520 | ) | | 29 | (29 | ) | | | | | 1,491 | |||||||||||||
Constitución 1111 |
1,338 | | | 1,338 | 355 | | 33 | 388 | | 950 | 983 | |||||||||||||||
Madero 1020 |
974 | | (84 | ) | 890 | 278 | (26 | ) | 41 | 293 | | 597 | 696 | |||||||||||||
Sarmiento 517 |
485 | | | 485 | 55 | | 14 | 69 | (60 | ) | 356 | 363 | ||||||||||||||
Store Cruceros |
293 | | (293 | ) | | 16 | (21 | ) | 5 | | | | 277 | |||||||||||||
Rivadavia 2768 |
334 | | | 334 | 65 | | 19 | 84 | | 250 | 269 | |||||||||||||||
Total as of March 31, 2009 |
977,124 | 29,910 | (30,709 | ) | 976,325 | 80,818 | (5,299 | ) | 14,088 | 89,607 | (4,721 | ) | 881,997 | |||||||||||||
Total as of June 30, 2008 |
620,910 | 441,325 | (85,111 | ) | 977,124 | 65,350 | (2,584 | ) | 18,052 | 80,818 | (4,729 | ) | 891,577 | |||||||||||||
(1) | The accounting application of the depreciation for the year is set forth in Exhibit H |
(2) | Disclosed net of depreciation for the period amounting to Ps. 8 (Exhibit H) |
(3) | Includes Ps. 5,951 and Ps. 6,295 as of March 31, 2009 and June 30, 2008, respectively, related to goodwill generated in the purchase price allocation (See Note 1.5.I.). |
(4) | Includes Ps. 3,316 and Ps. 3,438 as of March 31, 2009 and June 30, 2008, respectively, related to goodwill generated in the purchase price allocation (See Note 1.5.I.). |
93
IRSA Inversiones y Representaciones Sociedad Anónima |
Intangible Assets
For the nine-month period beginning on July 1, 2008
and ended March 31, 2009 compared with the year ended June 30, 2008
In thousands of pesos
Exhibit B
Original Value | Amortization | |||||||||||||||||||
Balances as of beginning of year |
Increases (Deductions) |
Balances as of period end |
Accumulated at beginning of period |
Deductions | For the period (1) |
Accumulated at period end |
Net carrying value as of March 31, 2009 |
Net carrying value as of June 30, 2008 | ||||||||||||
Intangible Assets savings expenses |
||||||||||||||||||||
- Torre BankBoston |
5,767 | (123 | ) | 5,644 | 1,627 | (22 | ) | 1,314 | 2,919 | 2,725 | 4,140 | |||||||||
- Museo Renault |
198 | | 198 | 46 | | 59 | 105 | 93 | 152 | |||||||||||
- Edificio República |
555 | | 555 | 4 | | 195 | 199 | 356 | 551 | |||||||||||
Totals as of 03.31.09 |
6,520 | (123 | ) | 6,397 | 1,677 | (22 | ) | 1,568 | 3,223 | 3,174 | ||||||||||
Totals as of 06.30.08 |
| 6,520 | 6,520 | | | 1,677 | 1,677 | 4,843 | ||||||||||||
(1) | Amortizations are disclosed in Exhibit H. |
94
IRSA Inversiones y Representaciones Sociedad Anónima |
Shares and other securities issued in series
Interest in other companies
Unaudited Balance Sheets as of March 31, 2008 and June 30, 2008
In thousands of pesos
Exhibit C
Issuers information (1) |
|||||||||||||||||||||||||
Book value | Book value | Last financial statement | |||||||||||||||||||||||
Issuer and types of securities |
Class | P.V. | Amount | as of March 31, 2009 |
as of June 30, 2008 |
Main activity |
Legal address |
Date | Capital stock (par value) |
Income (loss) for the period |
Shareholders equity |
(1) Interest in capital stock | |||||||||||||
Current Investment |
|||||||||||||||||||||||||
Boden 2013 (2) |
US$ | 0.002 | 500 | 1 | 1 | ||||||||||||||||||||
Cédulas Hipotecarias Argentina (2) |
Ps. | 0.001 | 193,179 | 155 | 259 | ||||||||||||||||||||
Total current investments as of March 31, 2009 |
156 | ||||||||||||||||||||||||
Total current investments as of June 30, 2008 |
260 | ||||||||||||||||||||||||
(1) | Not informed because the equity interest is less than 5%. |
(2) | Not considered as cash for statement of cash flows purposes. |
95
IRSA Inversiones y Representaciones Sociedad Anónima |
Shares and other securities issued in series
Interest in other companies
Unaudited Balance Sheets as of March 31, 2009 and June 30, 2008
In thousands of pesos
Exhibit C (Continued) |
Issuers information (1) |
||||||||||||||||||||||||||||||||
Book value | Book value | Last financial statement | ||||||||||||||||||||||||||||||
Issuer and types of securities |
Class |
P.V. | Amount | at March 31, 2009 |
at June 30, 2008 |
Main activity |
Legal address |
Date | Capital stock (par value) |
Income (loss) for the period |
Shareholders equity |
Interest in capital stock (1) |
||||||||||||||||||||
Pereiraola S.A.I.C.I.F.y A. |
Common 1 vote | 0.001 | 1,641,168 | 1,299 | 1,308 | Real estate and financing | Bolívar 108 floor 1, Buenos Aires |
03.31.09 | 3,282 | (158 | ) | 2,678 | 50,00 | % | ||||||||||||||||||
Irrevoc. Contrib. | 40 | | ||||||||||||||||||||||||||||||
Higher Inv. Value | 7,553 | 7,553 | ||||||||||||||||||||||||||||||
Palermo Invest S.A.(1) |
Common 1 vote | 0.001 | 76,685,772 | 97,185 | 165,353 | Investment | Bolívar 108 floor 1, Buenos Aires |
03.31.09 | 78,251 | (69,558 | ) | 138,025 | 98,00 | % | ||||||||||||||||||
Higher Inv. Value | 29,012 | 30,018 | ||||||||||||||||||||||||||||||
Purchase expenses | 470 | 480 | ||||||||||||||||||||||||||||||
Goodwill | (40,845 | ) | (42,308 | ) | ||||||||||||||||||||||||||||
Hoteles Argentinos S.A. |
Common 1 vote | 0.001 | 11,053,372 | 19,451 | 20,803 | Hotel operations | Av. Córdoba 680, Buenos Aires |
03.31.09 | 13,817 | (1,690 | ) | 24,313 | 80,00 | % | ||||||||||||||||||
Higher Inv. Value | 1,457 | 1,555 | ||||||||||||||||||||||||||||||
Purchase expenses | 36 | 38 | ||||||||||||||||||||||||||||||
Alto Palermo S.A. (2) |
Common 1 vote | 0.001 | 49,536,769 | 472,834 | 536,255 | Real estate investments | Moreno 877 floor 22, Buenos Aires |
03.31.09 | 78,206 | (38,452 | ) | 749,466 | 63,34 | % | ||||||||||||||||||
Goodwill | (41,475 | ) | (27,217 | ) | ||||||||||||||||||||||||||||
Higher Inv. value | 77,521 | 5,822 | ||||||||||||||||||||||||||||||
Patagonian Investment S.A. |
Common 1 vote | 0.001 | 3,736,759 | 2,090 | 3,368 | Real estate investments | Florida 537 floor 18, Buenos Aires |
03.31.09 | 3,852 | (1,387 | ) | 2,185 | 97,00 | % | ||||||||||||||||||
Irrevoc. Contrib | 29 | 48 | ||||||||||||||||||||||||||||||
Purchase expenses | 1 | 1 | ||||||||||||||||||||||||||||||
Llao Llao Resort S.A. |
Common 1 vote | 0.001 | 14,247,506 | 7,838 | 11,465 | Hotel operations | Florida 537 floor 18, Buenos Aires |
03.31.09 | 28,495 | (7,253 | ) | 15,676 | 50,00 | % | ||||||||||||||||||
Purchase expenses | 165 | 174 | ||||||||||||||||||||||||||||||
Banco de Crédito y Securitización S.A. |
Common 1 vote | 0.001 | 3,187,500 | 4,889 | 5,444 | Banking | Tte. Gral Perón 655, Buenos Aires |
03.31.09 | (4) | 62,500 | (4) | 4,495 | (4) | 119,878 | 5,1 | % | ||||||||||||||||
Ritelco S.A. |
Common 1 vote | 0.001 | 66,970,394 | 155,457 | 191,518 | Investments | Zabala 1422, Montevideo, Uruguay |
03.31.09 | 66,970 | (36,071 | ) | 183,017 | 100,00 | % | ||||||||||||||||||
Irrevoc. Contrib. | 27,340 | 27,340 | ||||||||||||||||||||||||||||||
Banco Hipotecario S.A. (3) |
Common 1 vote | 0.001 | 75,000,000 | 102,963 | 125,519 | Banking | Reconquista 151 floor 1, Buenos Aires |
03.31.09 | (4) | 1,500,000 | (4) | 30,040 | (4) | 2,649,263 | 5,00 | % | ||||||||||||||||
Goodwill | (2,011 | ) | (2,116 | ) | ||||||||||||||||||||||||||||
Canteras Natal Crespo S.A. |
Common 1 vote | 0.001 | 149,760 | (740 | ) | (398 | ) | Extraction and sale of arids | Caseros 85, Office 33 Córdoba |
03.31.09 | 299 | (684 | ) | (1,479 | ) | 50,00 | % | |||||||||||||||
Higher investment value | 4,842 | 4,842 | ||||||||||||||||||||||||||||||
Purchase expenses | 319 | 319 | ||||||||||||||||||||||||||||||
Inversora Bolivar S.A. |
Common 1 vote | 0.001 | 21,588,164 | 81,405 | 4,137 | Acquisition, building | Bolivar 108 floor 1, Buenos Aires |
03.31.09 | 65,712 | (13,483 | ) | 248,339 | 32,85 | % | ||||||||||||||||||
Quality Invest S.A. |
Common 1 vote | 0.001 | 95,000 | 52 | 90 | Real estate investments | Bolivar 108 floor 1, Buenos Aires |
03.31.09 | 100 | (39 | ) | 55 | 95,00 | % |
96
IRSA Inversiones y Representaciones Sociedad Anónima |
Shares and other securities issued in series
Interest in other companies
Unaudited Balance Sheets as of March 31, 2009 and June 30, 2008
In thousands of pesos
Exhibit C (Continued) |
Issuers information (1) |
||||||||||||||||||||||||||||||
Book value | Book value | Last financial statement | ||||||||||||||||||||||||||||
Issuer and types of securities |
Class |
P.V. | Amount | at March 31, 2009 |
at June 30, 2008 |
Main activity |
Legal address |
Date | Capital stock (par value) |
Income (loss) for the period |
Shareholders equity |
Interest in capital stock (1) |
||||||||||||||||||
E-Commerce Latina S.A. |
Common 1 vote | 0.001 | 1,590,037 | 3,700 | 3,353 | Direct or indirect | Florida 537 floor 18, Buenos Aires |
03.31.09 | 1,767 | 236 | 4,162 | 90,00 | % | |||||||||||||||||
Irrevoc. Contrib | 45 | 135 | Interest in companies Related to Communication media |
|||||||||||||||||||||||||||
Rummaala S.A. (5) |
Common 1 vote | 0.001 | 4,314,719 | 3,542 | 3,829 | Acquisition, building | Moreno 877 floor 21, Buenos Aires |
03.31.09 | 43,147 | (2,866 | ) | 35,425 | 10,00 | % | ||||||||||||||||
CYRSA S.A. (5) |
Common 1 vote | 0.001 | 21,545,357 | 2,159 | 3,850 | Real estate investments | Bolivar 108 floor 1, Buenos Aires |
03.31.09 | 43,091 | (3,383 | ) | 33,399 | 50,00 | % | ||||||||||||||||
Purchase expenses | 1 | 1 | ||||||||||||||||||||||||||||
Solares de Santa María S.A. |
Common 1 vote | 0.001 | 283,427,390 | 116,550 | 116,931 | Real estate investments | Bolívar 108 floor 1, Buenos Aires |
03.31.09 | 314,919 | (424 | ) | 314,523 | 90,00 | % | ||||||||||||||||
Financel Communications S.A. |
Common 1 vote | 0.001 | (6) | | | 4 | Promotion and management Of electronic payment Of goods and services |
Bolívar 108 floor 1, Buenos Aires |
06.30.09 | 300 | (2 | ) | 5 | (6) | 80.00 | % | ||||||||||||||
Manibil S.A. |
Common 1 vote | 0.001 | 23,897,880 | 24,534 | (394 | ) | Real estate investment | Del Libertador Ave. 498 floor 10 of. 6 |
03.31.09 | 48,772 | 1,699 | 50,619 | 49,00 | % | ||||||||||||||||
Irrevoc. Contrib | | 23,892 | And building | |||||||||||||||||||||||||||
Goodwill | 10 | 10 | ||||||||||||||||||||||||||||
Tyrus S.A. |
Common 1 vote | 0,001 | 1,600,000 | 8,059 | | Investment | Colonia 810/403 Montevideo, Uruguay |
03.31.09 | 1,600 | (6,969 | ) | 76,392 | 100,00 | % | ||||||||||||||||
Irrevoc. Contrib | 68,333 | | ||||||||||||||||||||||||||||
Goodwill | (46 | ) | | |||||||||||||||||||||||||||
Purchase expenses | 21 | | ||||||||||||||||||||||||||||
Advances for share purchases (Exhibit G) |
5,940 | 4,592 | ||||||||||||||||||||||||||||
Total non-currents investments as of March 31, 2008 |
1,242,025 | |||||||||||||||||||||||||||||
Total non-currents investments as of June 30, 2008 |
1,227,614 | |||||||||||||||||||||||||||||
(1) | These holdings do not include irrevocable capital contributions. |
(2) | Quotation price of APSA´s shares at March 31, 2009 is Ps. 4.50. Quotation price of APSA´s shares at June 30, 2008 is Ps. 11.50 |
(3) | Quotation price of Banco Hipotecario´s shares at March 31, 2009 is Ps. 0.47. Quotation price of Banco Hipotecario´s shares at June 30, 2008 is Ps. 1.13 |
(4) | The amounts pertain to the audited financial statements of Banco Hipotecario S.A. and of Banco de Crédito y Securitización S.A. prepared in accordance with the Argentine Central Bank requirements. For the purpose of valuating the Company´s investment, the necessary adjustments were considered in order to adjust the audited financial statements to generally accepted accounting principles in Argentina. |
(5) | See Note 21 A.2. to the unaudited consolidated financial statements. |
(6) | At December 31, 2008 the Company sold shares of Financel Comunications S.A.. At June 30, 2008 the Company holds 240,000 shares |
97
IRSA Inversiones y Representaciones Sociedad Anónima
Other Investments
Unaudited Balance Sheets as of March 31, 2009 and June 30, 2008
In thousands of pesos
Exhibit D
Items |
Value as of March 31, 2009 |
Value as of June 30, 2008 | ||
Other Current Investments |
||||
Mutual funds (1) (Exhibit G) |
47,266 | 20,338 | ||
APSA Note 2017 (2)(Note 11.a. and Exhibit G) |
3,177 | | ||
Convertible Note APSA 2014 Accrued interest (2)( Note 11.a. and Exhibit G) |
2,297 | 4,393 | ||
Total current investments as of March 31, 2009 |
52,740 | |||
Total current investments as of June 30, 2008 |
24,731 | |||
Non-current investments |
||||
Pilar |
3,408 | 3,408 | ||
Lujan |
| 9,510 | ||
Torres Jardín IV |
3,030 | 3,030 | ||
Padilla 902 (3) |
| 101 | ||
Subtotal undeveloped parcels of lands |
6,438 | 16,049 | ||
Convertible Note APSA 2014 (4) (Note 11.a. and Exhibit G) |
118,066 | 96,008 | ||
APSA Note 2017 (4) (Note 11.a. and Exhibit G) |
47,213 | | ||
Others investments |
371 | 544 | ||
Art works |
40 | 40 | ||
Subtotal others investments |
165,690 | 96,592 | ||
Total non-current investments as of March 31, 2009 |
172,128 | |||
Total non-current investments as of June 30, 2008 |
112,641 | |||
(1) | Includes as of March 31, 2009 and June 30, 2008, Ps. 2,518 and 3,027 respectively corresponding to Partner Fund not considered cash equivalent for purposes of presenting the unaudited statement of cash flows. |
(2) | Not considered as cash for statement of cash flows purposes. |
(3) | Net of the allowance for impairment amounting to Ps. 259 as of June 30, 2008. |
(4) | See Note 22 1. and 2. to the Unaudited Consolidated Financial Statements. |
98
IRSA Inversiones y Representaciones Sociedad Anónima
Allowances and Reserves
For the nine-month period beginning on July 1, 2008
ended March 31, 2009 compared with the year ended June 30, 2008
In thousands of pesos
Exhibit E
Items |
Balances as of beginning of year |
Increases | Decreases | Carrying value as of March 31, 2009 |
Carrying value as of June 30, 2008 | ||||||
Deducted from assets: |
|||||||||||
Allowance for doubtful accounts (1) |
632 | 4,859 | (179 | ) | 5,312 | 632 | |||||
Allowance for impairment of fixed assets (2) |
4,729 | | (8 | ) | 4,721 | 4,729 | |||||
Allowance for impairment of undeveloped parcels of land (4) |
259 | | (259 | ) | | 259 | |||||
Subtotal of March 31, 2009 |
5,620 | 4,859 | (446 | ) | 10,033 | ||||||
Subtotal of June 30, 2008 |
7,985 | 301 | (2,666 | ) | 5,620 | ||||||
Deducted from liabilities: |
|||||||||||
Allowances for lawsuits (3) |
67 | | (5 | ) | 62 | 67 | |||||
Subtotal as of March 31, 2009 |
67 | | (5 | ) | 62 | ||||||
Subtotal as of June 30, 2008 |
6 | 77 | (16 | ) | 67 | ||||||
(1) | Increases are disclosed in Exhibit H. The decreases are related to uses. |
(2) | The decreases are related to the depreciation of the period (See Exhibit H). |
(3) | Increases are disclosed in Note 10. The decreases are related to uses. |
(4) | The decreases are related to the transfer of inventories. |
99
IRSA Inversiones y Representaciones Sociedad Anónima
Cost of Sales, Leases and Services
For the nine-month period beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos
Exhibit F
Items |
Total as of March 31, 2009 |
Total as of March 31, 2008 |
||||
I. Cost of sales |
||||||
Stock as of beginning of year |
109,131 | 113,508 | ||||
Plus: |
||||||
Purchases for the period |
1,328 | 46 | ||||
Expenses (Exhibit H) |
561 | 700 | ||||
Transfer from undeveloped parcels of land |
101 | | ||||
Transfer from fixed assets (1) |
25,410 | 90,298 | ||||
Less: |
||||||
Stock as of end of the period |
(69,488 | ) | (73,913 | ) | ||
Subtotal |
67,043 | 130,639 | ||||
Plus: |
||||||
Gain from valuation of inventories at net realizable value |
10,401 | 5,020 | ||||
Cost of sales real state |
77,444 | 135,659 | ||||
II. Cost of leases and services |
||||||
Expenses (Exhibit H) |
17,996 | 17,191 | ||||
Cost of leases and services |
17,996 | 17,191 | ||||
Total costs of sales, leases and services |
95,440 | 152,850 | ||||
(1) | As of March 31, 2009 are related to: |
(a) Libertador 498 |
Ps. | 11,179 | |
(b) Dock del Plata |
Ps. | 5,088 | |
(c) Torre BankBoston |
Ps. | 5,083 | |
(d) Madero 942 |
Ps. | 2,239 | |
(e) Edificio Crucero |
Ps. | 272 | |
(f) Madero 1020 |
Ps. | 58 | |
(g) Torre Renoir |
Ps. | 1,491 |
As of March 31, 2008 are related to:
(a) Bouchard 551 |
Ps. | 89,396 | |
(b) Madero 1020 | Ps. | 902 |
100
IRSA Inversiones y Representaciones Sociedad Anónima
Foreign Currency Assets and Liabilities
Unaudited Balance Sheets as of March 31, 2009 and June 30, 2008
In thousands of pesos
Exhibit G
Items |
Class | Amount in foreign |
Prevailing exchange rate |
Total as of March 31, 2009 |
Total as of June 30, 2008 | |||||||
Assets |
||||||||||||
Current assets |
||||||||||||
Cash and banks |
||||||||||||
Cash |
US$ | 6 | 3.680 | (1) | 23 | 10 | ||||||
Cash |
Euros | 5 | 4.874 | (1) | 24 | 18 | ||||||
Cash |
Pounds | | 5.265 | (1) | 2 | 2 | ||||||
Cash |
Real | 1 | 1.540 | (1) | 2 | 2 | ||||||
Banks |
US$ | 2,863 | 3.680 | (1) | 10,536 | 69,356 | ||||||
Banks |
Euros | 118 | 4.874 | (1) | 573 | 552 | ||||||
Investments |
||||||||||||
Boden 2013 |
US$ | 3.680 | (1) | 1 | 1 | |||||||
Mutual Funds |
US$ | 9,391 | 3.680 | (1) | 34,558 | 20,338 | ||||||
Accrued interest Convertible Note APSA 2014 |
US$ | 617 | 3.720 | (1) | 2,297 | 4,393 | ||||||
Accrued interest Note APSA 2017 |
US$ | 854 | 3.720 | (1) | 3,177 | | ||||||
Account receivable, net |
||||||||||||
Account receivable, net |
US$ | 2,427 | 3.680 | (1) | 8,933 | 2,420 | ||||||
Account receivable, net |
Euros | | 4.874 | (1) | 2 | 7 | ||||||
Related parties |
US$ | 630 | 3.720 | (1) | 2,342 | 1,092 | ||||||
Other receivables and prepaid expenses |
||||||||||||
Prepaid expenses |
US$ | 96 | 3.680 | (1) | 353 | 12 | ||||||
Credit for sales shares |
US$ | 9,082 | 3.680 | (1) | 33,423 | 27,179 | ||||||
Related parties |
US$ | 1,312 | 3.720 | (1) | 4,880 | 178 | ||||||
Guarantee for default credits |
US$ | 1,073 | 3.680 | (1) | 3,948 | 457 | ||||||
Others |
US$ | 19 | 3.680 | (1) | 69 | | ||||||
Total current assets |
105,143 | 126,017 | ||||||||||
Non-current assets |
||||||||||||
Account receivable, net |
||||||||||||
Account receivable, net |
US$ | 371 | 3.680 | (1) | 1,366 | 266 | ||||||
Other receivables and prepaid expenses |
||||||||||||
Related parties |
US$ | 2,744 | 3.720 | (1) | 10,208 | 6,132 | ||||||
Guarantee for default credits |
US$ | | 3,178 | |||||||||
Investments |
||||||||||||
Advances for share purchases |
US$ | 528 | 3.680 | (1) | 1,942 | 597 | ||||||
Convertible Note APSA 2014 |
US$ | 31,738 | 3.720 | (1) | 118,066 | 96,008 | ||||||
Convertible Note APSA 2017 |
US$ | 12,692 | 3.720 | (1) | 47,213 | | ||||||
Total non-current assets |
178,795 | 106,181 | ||||||||||
Total Assets as of March 31, 2009 |
283,938 | |||||||||||
Total Assets as of June 30, 2008 |
232,198 | |||||||||||
Liabilities |
||||||||||||
Current Liabilities |
||||||||||||
Trade accounts payable |
||||||||||||
Trade accounts payable |
US$ | 213 | 3.720 | (1) | 794 | 349 | ||||||
Trade accounts payable |
Euros | | 12 | |||||||||
Related parties |
US$ | 129 | 3.720 | (1) | 483 | 196 | ||||||
Customer advances |
US$ | 3,244 | 3.720 | (1) | 12,068 | 23,969 | ||||||
Longterm debt |
US$ | 13,599 | 3.720 | (1) | 50,590 | 47,805 | ||||||
Other liabilities |
||||||||||||
Related parties |
US$ | 205 | 3.720 | (1) | 762 | 14,848 | ||||||
Guarantee deposits |
US$ | 473 | 3.720 | (1) | 1,761 | 839 | ||||||
Other liabilities |
US$ | 178 | 3.720 | (1) | 665 | 658 | ||||||
Total current liabilities |
67,123 | 88,676 | ||||||||||
Non-current liabilities |
||||||||||||
Trade accounts payable |
US$ | | 5,445 | |||||||||
Long-term debt |
US$ | 176,847 | 3.720 | (1) | 657,870 | 544,036 | ||||||
Other liabilities |
||||||||||||
Related parties |
US$ | 13,462 | 3.720 | (1) | 50,080 | 28,298 | ||||||
Guarantee deposits |
US$ | 1,158 | 3.720 | (1) | 4,310 | 3,295 | ||||||
Total non-current liabilities |
712,260 | 581,074 | ||||||||||
Total liabilities as of March 31, 2009 |
779,383 | |||||||||||
Total liabilities as of June 30, 2008 |
669,750 | |||||||||||
(1) | Official selling and buying exchange rate as of March 31, 2009 in accordance with Banco Nación records. |
101
IRSA Inversiones y Representaciones Sociedad Anónima |
Information required by Law 19,550, section 64, paragraph b)
For the nine-month periods beginning on July 1, 2008 and 2007
and ended March 31, 2009 and 2008
In thousands of pesos
Exhibit H
Expenses | ||||||||||||||||||||
Items |
Total as of March 31, 2009 |
Cost of leases |
Cost of properties sold |
Expenses | Recovered expenses |
Administration | Selling | Financing | Total as of March 31, 2008 | |||||||||||
Interest and indexing adjustments |
45,204 | | | 20 | (20 | ) | | | 45,204 | 38,120 | ||||||||||
Depreciation and amortization |
16,304 | 15,046 | | | | 602 | | 656 | 18,034 | |||||||||||
Directors fees |
8,446 | | | | | 8,446 | | | 5,236 | |||||||||||
Salaries, bonus and social security charges |
8,474 | 18 | 51 | 1,941 | (1,941 | ) | 8,405 | | | 7,623 | ||||||||||
Doubtful accounts |
4,859 | | | | | | 4,859 | | 190 | |||||||||||
Fees and compensations for services |
3,645 | 17 | 14 | 90 | (90 | ) | 3,614 | | | 5,209 | ||||||||||
Maintenance of buildings |
3,541 | 2,915 | 496 | 3,976 | (3,976 | ) | 130 | | | 1,053 | ||||||||||
Taxes |
2,356 | | | 1,082 | (1,082 | ) | 2,356 | | | 2,857 | ||||||||||
Gross sales tax |
2,061 | | | 20 | (20 | ) | | 2,061 | | 3,351 | ||||||||||
Rents |
1,205 | | | 15 | (15 | ) | 1,205 | | | 544 | ||||||||||
Commissions and expenses from property sold |
788 | | | | | | 788 | | 683 | |||||||||||
Travel expenses |
675 | | | | | 675 | | | 570 | |||||||||||
Bank expenses |
604 | | | 124 | (124 | ) | 604 | | | 245 | ||||||||||
Subscriptions and dues |
321 | | | 187 | (187 | ) | 321 | | | 119 | ||||||||||
Advertising and promotion |
287 | | | | | | 287 | | 303 | |||||||||||
Traveling, transportation and stationery |
252 | | | 29 | (29 | ) | 252 | | | 324 | ||||||||||
Insurance |
134 | | | 341 | (341 | ) | 134 | | | 145 | ||||||||||
Utilities and postage |
84 | | | 2,913 | (2,913 | ) | 84 | | | 142 | ||||||||||
Courses |
71 | | | 1 | (1 | ) | 71 | | | 83 | ||||||||||
Security |
12 | | | 2,529 | (2,529 | ) | 12 | | | | ||||||||||
Safety box and stock broking charges |
| | | | | | | | 320 | |||||||||||
Other expenses of personnel administration |
| | | 97 | (97 | ) | | | | 260 | ||||||||||
Others |
1,856 | | | 1,141 | (1,141 | ) | 873 | | 983 | 972 | ||||||||||
Recovery expenses |
| | | (14,506 | ) | 14,506 | | | | | ||||||||||
Total as of March 31, 2009 |
101,179 | 17,996 | 561 | | | 27,784 | 7,995 | 46,843 | ||||||||||||
Total as of March 31, 2008 |
17,191 | 700 | 9,778 | (9,778 | ) | 24,547 | 4,527 | 39,418 | 86,383 | |||||||||||
102
IRSA Inversiones y Representaciones Sociedad Anónima |
Breakdown by maturity date of main assets and liabilities
Unaudited Balance sheet as of March 31, 2009 and June 30, 2008
In thousands of pesos
Exhibit I
Without term |
With maturity date | Total | Interest | ||||||||||||||||||||||||||||||
Falling due |
To due | Total with term |
No accrued |
Accrued | |||||||||||||||||||||||||||||
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 |
Total to due |
Fixed rate |
Variable rate | |||||||||||||||||||||||
March 31, 2009 |
|||||||||||||||||||||||||||||||||
Assets |
|||||||||||||||||||||||||||||||||
Investments |
47,266 | | | | | | | | | | | | 47,266 | 15,228 | | 32,038 | |||||||||||||||||
Receivables |
42,521 | 5,020 | 72,873 | 7,525 | 36,574 | 5,731 | 35,071 | 69,178 | 86 | 185 | 227,223 | 232,243 | 274,764 | 151,809 | 110,259 | 12,696 | |||||||||||||||||
Liabilities |
|||||||||||||||||||||||||||||||||
Short and long-term debt |
| | 48,342 | 29,781 | 17,262 | (219 | ) | 27,947 | 24,092 | 24,092 | 579,545 | 750,842 | 750,842 | 750,842 | 8,699 | 697,143 | 45,000 | ||||||||||||||||
Other Liabilities |
| | 10,405 | 1,866 | 9,710 | 453 | 2,061 | 100 | 108 | 140 | 24,843 | 24,843 | 24,843 | 18,975 | 5,868 | | |||||||||||||||||
Account payables |
1,032 | | 13,606 | | | | | | | | 13,606 | 13,606 | 14,638 | 14,638 | | | |||||||||||||||||
Customer advances |
| | 1,354 | 687 | 12,381 | 686 | 11 | | | | 15,119 | 15,119 | 15,119 | 15,119 | | | |||||||||||||||||
Other liabilities |
4,012 | 275 | 7,087 | 1,353 | 1,250 | 1,205 | 4,294 | 52,745 | | 96 | 68,030 | 68,305 | 72,317 | 17,246 | | 55,071 | |||||||||||||||||
June 30, 2008 |
|||||||||||||||||||||||||||||||||
Assets |
|||||||||||||||||||||||||||||||||
Investments |
21,182 | | 4,393 | | | | | | | 96,008 | 100,401 | 100,401 | 121,583 | 25,575 | 96,008 | | |||||||||||||||||
Receivables |
119,638 | 5,023 | 22,395 | 66,832 | 2,069 | 1,321 | 21,080 | 94 | 70 | 124 | 113,985 | 119,008 | 238,646 | 122,595 | 107,626 | 8,425 | |||||||||||||||||
Liabilities |
|||||||||||||||||||||||||||||||||
Short and long-term debt |
| | 60,775 | 14,784 | | 19,866 | 28,503 | 19,428 | 19,428 | 469,972 | 632,756 | 632,756 | 632,756 | 11,166 | 621,590 | | |||||||||||||||||
Other liabilities |
12,661 | 248 | 22,124 | 43,279 | 1,132 | 3,574 | 31,111 | 2,769 | 339 | 5,529 | 109,857 | 110,105 | 122,766 | 79,540 | 580 | 42,646 | |||||||||||||||||
103
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
1. | None. |
2. | None. |
3. | Receivables and liabilities by maturity date. |
Concepts |
Falling due (Point 3.a.) |
Without term (Point 3.b.) |
To be due (Point 3.c.) | Total | |||||||||||||
03.31.2009 | Current | 06.30.2009 | 09.30.2009 | 12.31.2009 | 03.31.2010 | ||||||||||||
Receivables |
Account receivable, net |
4,973 | | 25,799 | 19 | 25 | 683 | 31,499 | |||||||||
Other receivables and prepaid expenses |
47 | 1,594 | 47,074 | 7,506 | 36,549 | 5,048 | 97,818 | ||||||||||
Total |
5,020 | 1,594 | 72,873 | 7,525 | 36,574 | 5,731 | 129,317 | ||||||||||
Liabilities |
Trade accounts payable |
| 1,032 | 13,606 | | | | 14,638 | |||||||||
Customer advances |
| | 1,354 | 687 | 12,381 | 686 | 15,108 | ||||||||||
Short and long-term debt |
| | 48,342 | 29,781 | 17,262 | (219 | ) | 95,166 | |||||||||
Salaries and social security payable |
| | 750 | 1,845 | | 434 | 3,029 | ||||||||||
Taxes payable |
| | 9,655 | 21 | 9,710 | 19 | 19,405 | ||||||||||
Other liabilities |
275 | 4,004 | 7,087 | 1,353 | 1,250 | 1,205 | 15,174 | ||||||||||
Total |
275 | 5,036 | 80,794 | 33,687 | 40,603 | 2,125 | 162,520 |
104
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
3. | (Continued) |
Concepts |
Without term (Point 3.b.) |
To be due (Point 3.c.) | |||||||||||||||||||||||||
Non current | 06.30.2010 | 09.30.2010 | 12.31.2010 | 03.31.2011 | 06.30.2011 | 09.30.2011 | 12.31.2011 | 03.31.2012 | 06.30.2012 | ||||||||||||||||||
Receivables |
Accounts receivable, net |
| 21 | 22 | 23 | 1,127 | 24 | 25 | 25 | 26 | 26 | ||||||||||||||||
Other receivables and prepaid expenses |
40,927 | 251 | 251 | 33,125 | 251 | 60,429 | 115 | 8,440 | 94 | 4 | |||||||||||||||||
Total |
40,927 | 272 | 273 | 33,148 | 1,378 | 60,453 | 140 | 8,465 | 120 | 30 | |||||||||||||||||
Liabilities |
Trade accounts payables |
| | | | | | | | | | ||||||||||||||||
Customer advances |
| 11 | | | | | | | | | |||||||||||||||||
Short and long-term debts |
| 24,749 | (219 | ) | 3,636 | (219 | ) | 24,749 | (219 | ) | (219 | ) | (219 | ) | 24,749 | ||||||||||||
Salaries and social security payable |
| | | | | | | | | | |||||||||||||||||
Taxes payable |
| 854 | 22 | 23 | 1,162 | 24 | 25 | 25 | 26 | 26 | |||||||||||||||||
Other liabilities |
8 | 1,371 | 1,142 | 1,224 | 557 | 2,262 | 134 | 50,349 | | | |||||||||||||||||
Total |
8 | 26,985 | 945 | 4,883 | 1,500 | 27,035 | (60 | ) | 50,155 | (193 | ) | 24,775 |
105
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
3. | (Continued) |
Concepts |
To be due (Point 3.c.) | Total | |||||||||||||||||||||
09.30.2012 | 12.31.2012 | 03.31.2013 | 03.31.2014 | 03.31.2015 | 03.31.2016 | 03.31.2017 | |||||||||||||||||
Receivables |
Accounts receivable, net |
28 | 19 | | | | | | 1,366 | ||||||||||||||
Other receivables and prepaid expenses |
3 | 3 | 3 | 6 | 2 | 177 | | 144,081 | |||||||||||||||
Total |
31 | 22 | 3 | 6 | 2 | 177 | | 145,447 | |||||||||||||||
Liabilities |
Trade accounts payables |
| | | | | | | | ||||||||||||||
Customer advances |
| | | | | | | 11 | |||||||||||||||
Short and long-term debts |
(219 | ) | (219 | ) | (219 | ) | 24,093 | (875 | ) | (875 | ) | 557,202 | 655,676 | ||||||||||
Salaries and social security payable |
| | | | | | | | |||||||||||||||
Taxes payable |
27 | 27 | 28 | 119 | 21 | | | 2,409 | |||||||||||||||
Other liabilities |
| | | | | 96 | | 57,143 | |||||||||||||||
Total |
(192 | ) | (192 | ) | (191 | ) | 24,212 | (854 | ) | (779 | ) | 557,202 | 715,239 |
106
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
4.a. | Breakdown of accounts receivable and liabilities by currency and maturity |
Concepts |
Current | Non-current | Totals | ||||||||||||||||||
Local Currency |
Foreign currency |
Total | Local currency |
Foreign currency |
Total | Local currency |
Foreign currency |
Total | |||||||||||||
Receivables |
Accounts receivable, net |
20,222 | 11,277 | 31,499 | | 1,366 | 1,366 | 20,222 | 12,643 | 32,865 | |||||||||||
Other receivables and prepaid expenses |
55,145 | 42,673 | 97,818 | 133,873 | 10,208 | 144,081 | 189,018 | 52,881 | 241,899 | ||||||||||||
Total |
75,367 | 53,950 | 129,317 | 133,873 | 11,574 | 145,447 | 209,240 | 65,524 | 274,764 | ||||||||||||
Liabilities |
Trade accounts payable |
13,361 | 1,277 | 14,638 | | | | 13,361 | 1,277 | 14,638 | |||||||||||
Customer advances |
3,040 | 12,068 | 15,108 | 11 | | 11 | 3,051 | 12,068 | 15,119 | ||||||||||||
Short and long-term debt |
44,576 | 50,590 | 95,166 | (2,194 | ) | 657,870 | 655,676 | 42,382 | 708,460 | 750,842 | |||||||||||
Salaries and social security payable |
3,029 | | 3,029 | | | | 3,029 | | 3,029 | ||||||||||||
Taxes payable |
19,405 | | 19,405 | 2,409 | | 2,409 | 21,814 | | 21,814 | ||||||||||||
Other liabilities |
11,986 | 3,188 | 15,174 | 2,753 | 54,390 | 57,143 | 14,739 | 57,578 | 72,317 | ||||||||||||
Total |
95,397 | 67,123 | 162,520 | 2,979 | 712,260 | 715,239 | 98,376 | 779,383 | 877,759 |
107
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
4.b. | Breakdown of accounts receivables and liabilities by adjustment clause |
Concepts |
Current | Non-current | Totals | |||||||||||||||||
Without adjustment clause |
With adjustment clause |
Total | Without adjustment clause |
With adjustment clause |
Total | Without adjustment clause |
With adjustment clause |
Total | ||||||||||||
Receivables |
Accounts receivable, net |
31,499 | | 31,499 | 1,366 | | 1,366 | 32,865 | | 32,865 | ||||||||||
Other receivables and prepaid expenses |
97,818 | | 97,818 | 144,081 | | 144,081 | 241,899 | | 241,899 | |||||||||||
Total |
129,317 | | 129,317 | 145,447 | | 145,447 | 274,764 | | 274,764 | |||||||||||
Liabilities |
Trade accounts payable |
14,638 | | 14,638 | | | | 14,638 | | 14,638 | ||||||||||
Customer advances |
15,108 | | 15,108 | 11 | | 11 | 15,119 | | 15,119 | |||||||||||
Short and long-term debt |
95,166 | | 95,166 | 655,676 | | 655,676 | 750,842 | | 750,842 | |||||||||||
Salaries and social security payable |
3,029 | | 3,029 | | | | 3,029 | | 3,029 | |||||||||||
Taxes payable |
19,405 | | 19,405 | 2,409 | | 2,409 | 21,814 | | 21,814 | |||||||||||
Other liabilities |
15,174 | | 15,174 | 57,143 | | 57,143 | 72,317 | | 72,317 | |||||||||||
Total |
162,520 | | 162,520 | 715,239 | | 715,239 | 877,759 | | 877,759 |
108
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
4.c. | Breakdown of accounts receivable and liabilities by interest clause |
Conceptos |
Current | Non-current | Accruing interest | Non accruing interest |
Total | ||||||||||||||||||||||
Accruing interest | Non accruing interest |
Total | Accruing interest | Non accruing interest |
Total | ||||||||||||||||||||||
Fixed rate |
Variable rate |
Fixed rate |
Variable rate |
Fixed rate |
Variable rate |
||||||||||||||||||||||
Receivables |
Accounts receivable, net |
195 | | 31,304 | 31,499 | 262 | | 1,104 | 1,366 | 457 | | 32,408 | 32,865 | ||||||||||||||
Other receivables and prepaid expenses |
39,284 | 5,196 | 53,338 | 97,818 | 70,518 | 7,500 | 66,063 | 144,081 | 109,802 | 12,696 | 119,401 | 241,899 | |||||||||||||||
Total |
39,479 | 5,196 | 84,642 | 129,317 | 70,780 | 7,500 | 67,167 | 145,447 | 110,259 | 12,696 | 151,809 | 274,764 | |||||||||||||||
Liabilities |
Trade accounts payable |
| | 14,638 | 14,638 | | | | | | | 14,638 | 14,638 | ||||||||||||||
Customer advances |
| | 15,108 | 15,108 | | | 11 | 11 | | | 15,119 | 15,119 | |||||||||||||||
Short and long-term debt |
36,127 | 45,000 | 14,039 | 95,166 | 661,016 | | (5,340 | ) | 655,676 | 697,143 | 45,000 | 8,699 | 750,842 | ||||||||||||||
Salary and social security charges |
| | 3,029 | 3,029 | | | | | | | 3,029 | 3,029 | |||||||||||||||
Taxes payable |
5,429 | | 13,976 | 19,405 | 439 | | 1,970 | 2,409 | 5,868 | | 15,946 | 21,814 | |||||||||||||||
Other liabilities |
| 4,991 | 10,183 | 15,174 | | 50,080 | 7,063 | 57,143 | | 55,071 | 17,246 | 72,317 | |||||||||||||||
Total |
41,556 | 49,991 | 70,973 | 162,520 | 661,455 | 50,080 | 3,704 | 715,239 | 703,011 | 100,071 | 74,677 | 877,759 |
109
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
5. | Related parties |
a. | Interest in related parties. See Exhibit C to the unaudited financial statements. |
b. | Related parties debit/credit balances (Note 11). |
Current accounts receivable net
March 31, 2009 | ||
Related parties: |
||
Alto Palermo S.A. |
6,397 | |
Inversora Bolívar S.A. |
2,986 | |
Cyrsa S.A. |
2,924 | |
Tarshop S.A. |
2,194 | |
Llao Llao Resorts S.A. |
1,306 | |
Cresud S.A.C.I.F. y A. |
991 | |
Solares de Santa Maria S.A |
874 | |
Consorcio Libertador S.A. |
508 | |
Consultores Assets Management S.A. |
477 | |
Consorcio Dock del Plata |
337 | |
Canteras Natal Crespo S.A. |
170 | |
Puerto Retiro S.A. |
78 | |
Panamerican Mall S.A. |
69 | |
Palermo Invest S.A. |
66 | |
Nuevas Fronteras S.A. |
57 | |
Patagonian Investments S.A. |
53 | |
Comercializadora Los Altos S.A. |
48 | |
Pereiraola S.A.I.C.I.F. |
39 | |
Hoteles Argentinos S.A. |
25 | |
Museo de los Niños |
20 | |
E-Commerce Latina S.A. |
20 | |
Banco de Crédito y Sercuritización S.A. |
18 | |
Fundación IRSA |
15 | |
Quality Invest S.A |
12 | |
Rummaala S.A. |
7 | |
Shopping Alto Palermo S.A. |
1 | |
Emprendimiento Recoleta S.A. |
1 | |
Fibesa S.A. |
1 | |
TOTAL |
19,694 | |
110
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
5. | (Continued) |
Other current receivables and prepaid expenses
March 31, 2009 | ||
Related parties: |
||
Llao-Llao Resorts S.A. |
33,579 | |
Inversora Bolívar S.A. |
6,851 | |
Palermo Invest S.A. |
5,862 | |
Directors |
2,447 | |
Canteras Natal Crespo S.A. |
1,732 | |
Cresud S.A.C.I.F. y A. |
970 | |
IRSA International LLC |
525 | |
Advances to managers, directors and other staff of the company |
284 | |
Alto Palermo S.A. |
264 | |
Solares de Santa María S.A. |
37 | |
Consorcio Dock del Plata |
31 | |
Ritelco S.A. |
24 | |
Hoteles Argentinos S.A. |
21 | |
Estudio Zang, Bergel & Viñes |
20 | |
Consorcio Libertador S.A. |
6 | |
Consultores Assets Management S.A. |
4 | |
Fundación IRSA |
2 | |
Nuevas Fronteras S.A. |
1 | |
TOTAL |
52,660 | |
Other non-current receivables and prepaid expenses
March 31, 2009 | ||
Related parties: |
||
Inversora Bolivar S.A. |
60,306 | |
Llao Llao Resorts S.A. |
10,208 | |
Canteras Natal Crespo S.A. |
8,331 | |
TOTAL |
78,845 | |
111
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
5. | (Continued) |
Current investments
March 31, 2009 | ||
Related parties |
||
Alto Palermo S.A. |
5,474 | |
TOTAL |
5,474 | |
Non-Current investments
March 31, 2009 | ||
Related parties: |
||
Alto Palermo S.A. |
165,279 | |
TOTAL |
165,279 | |
Non-current inventories
March 31, 2009 | ||
Related parties |
||
Cyrsa S.A. |
37,939 | |
Total |
37,939 | |
112
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
5. | (Continued) |
Current trade accounts payable
March 31, 2009 | ||
Related parties |
||
Alto Palermo S.A. |
2,782 | |
Cresud S.A.C.I.F. y A. |
1,584 | |
Cyrsa S.A. |
672 | |
Fundación IRSA |
528 | |
Inversora Bolívar S.A. |
317 | |
Consorcio Libertador S.A. |
130 | |
Estudio Zang, Bergel & Viñes |
126 | |
Rummaala S.A. |
61 | |
Consorcio Dock del Plata |
58 | |
Advances to managers, directors and other staff of the company |
24 | |
Shopping Alto Palermo S.A. |
14 | |
Tyrus |
9 | |
Comercializadora Los Altos S.A. |
5 | |
Nuevas Fronteras S.A. |
3 | |
Llao Llao S.A. |
2 | |
Consultores Assets Management S.A. |
2 | |
Emprendimiento Recoleta S.A. |
1 | |
TOTAL |
6,318 | |
Short term debt
March 31, 2009 | ||
Related parties |
||
Cresud S.A.C.I.F. y A. |
1,747 | |
TOTAL |
1,747 | |
113
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
5. | (Continued) |
Long term debt
March 31, 2009 | ||
Related Parties |
||
E-Commerce Latina S.A. |
3,855 | |
Cresud S.A.C.I.F. y A. |
123,325 | |
TOTAL |
127,180 | |
Other current liabilities
March 31, 2009 | ||
Related Parties |
||
Nuevas Fronteras S.A. |
4,716 | |
Hoteles Argentinos S.A. |
746 | |
Estudio Zang, Bergel & Viñes |
57 | |
Ritelco S.A. |
47 | |
Inversora Bolivar S.A. |
30 | |
Consorcio Libertador S.A. |
15 | |
Shopping Alto Palermo S.A. |
1 | |
Alto Palermo S.A. |
1 | |
TOTAL |
5,613 | |
Other non-current liabilities
March 31, 2009 | ||
Related Parties |
||
Ritelco S.A. |
50,080 | |
Guarantee Deposits Directors |
||
Directors |
8 | |
TOTAL |
50,088 | |
6. | Note 11 |
7. | In view of the nature of the inventories, no physical inventories are performed and there are no slow turnover assets. |
8. | See Notes 1.5.h., 1.5.i. and 1.5.j. to the Unaudited Financial Statements. |
9. | None. |
10. | None. |
11. | None. |
12. | See Notes 1.5.h., 1.5.i., 1.5.j. and 1.5.q. to the Unaudited Financial Statements. |
114
IRSA Inversiones y Representaciones Sociedad Anónima
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Balance Sheet as of March 31, 2009
Stated In thousands of pesos
13. | Insured Assets |
Real State |
Insured amounts(1) | Accounting values | Risk covered | |||
AVDA. MADERO 942 |
681 | | Third party liability with additional coverage and minor risks | |||
BOUCHARD 551 |
55,842 | 153,480 | Third party liability with additional coverage and minor risks | |||
BOUCHARD 710 |
33,518 | 66,539 | Third party liability with additional coverage and minor risks | |||
CONSTITUCION 1111 |
157 | 950 | Third party liability with additional coverage and minor risks | |||
COSTEROS DIQUE IV |
4,736 | 19,846 | Third party liability with additional coverage and minor risks | |||
TORRE BANKBOSTON |
80,800 | 164,520 | Third party liability with additional coverage and minor risks | |||
DIQUE 2 M10 (1 l) Building A |
10,642 | 17,510 | Third party liability with additional coverage and minor risks | |||
DOCK DEL PLATA |
20,635 | 20,204 | Third party liability with additional coverage and minor risks | |||
EDIFICIOS REPUBLICA |
70,278 | 225,522 | Third party liability with additional coverage and minor risks | |||
LAMINAR PLAZA |
5,597 | 27,708 | Third party liability with additional coverage and minor risks | |||
LIBERTADOR 498 |
25,717 | 27,453 | Third party liability with additional coverage and minor risks | |||
LIBERTADOR 602 |
681 | 2,658 | Third party liability with additional coverage and minor risks | |||
MADERO 1020 |
863 | 597 | Third party liability with additional coverage and minor risks | |||
MAIPU 1300 |
17,758 | 40,016 | Third party liability with additional coverage and minor risks | |||
MUSEO RENAULT |
3,200 | 8,217 | Third party liability with additional coverage and minor risks | |||
RECONQUISTA 823 |
8,921 | 17,953 | Third party liability with additional coverage and minor risks | |||
RIVADAVIA 2768 |
159 | 250 | Third party liability with additional coverage and minor risks | |||
SARMIENTO 517 |
27 | 356 | Third party liability with additional coverage and minor risks | |||
SUIPACHA 652 |
11,738 | 11,501 | Third party liability with additional coverage and minor risks | |||
AVDA. DE MAYO 595 |
3,865 | 4,781 | Third party liability with additional coverage and minor risks | |||
(1) The insured amounts are in U.S. dollars and they are expressed at official buying exchange rate as of March 31, 2009, in accordance with Banco Nación record. |
In our opinion, the above-described insurance policies cover current risks adequately.
14. | See Exhibit E. |
15. | Not applicable. |
16. | Not applicable. |
17. | None. |
18. | See Note 12.b. y 22 to the Unaudited Basic Financial Statements. |
To date, the Board of Directors continues analyzing the Companys dividends policy.
Autonomous City of Buenos Aires, May 12, 2009.
115
IRSA Inversiones y Representaciones Sociedad Anónima
Business Overview
In thousands of pesos
1. | Brief comments on the Companys activities during the period, including references to significant events after the end of the period. |
See | attached. |
2. | Consolidated Shareholders equity structure as compared with the same period for the four previous years. |
March 31, 2009 |
March 31, 2008 |
March 31, 2007 |
March 31, 2006 |
March 31, 2005 | ||||||
Current Assets |
675,042 | 1,041,977 | 790,776 | 466,155 | 376,197 | |||||
Non-Current Assets |
3,844,015 | 3,156,877 | 2,886,962 | 2,165,899 | 2,032,317 | |||||
Total |
4,519,057 | 4,198,854 | 3,677,738 | 2,632,054 | 2,408,514 | |||||
Current Liabilities |
804,293 | 562,859 | 746,180 | 371,735 | 305,589 | |||||
Non-Current Liabilities |
1,433,682 | 1,271,017 | 881,236 | 473,648 | 471,744 | |||||
Subtotal |
2,237,975 | 1,833,876 | 1,627,416 | 845,383 | 777,333 | |||||
Minority interest |
448,114 | 472,796 | 416,938 | 445,903 | 436,644 | |||||
Shareholders Equity |
1,832,968 | 1,892,182 | 1,633,384 | 1,340,768 | 1,194,537 | |||||
Total |
4,519,057 | 4,198,854 | 3,677,738 | 2,632,054 | 2,408,514 | |||||
3. | Consolidated result structure as compared with the same period for the four previous years. |
March 31, 2009 |
March 31, 2008 |
March 31, 2007 |
March 31, 2006 |
March 31, 2005 |
|||||||||||
Operating income |
139,216 | 223,662 | 159,759 | 122,260 | 85,090 | ||||||||||
Amortization of negative goodwill |
1,513 | 1,126 | (566 | ) | (827 | ) | (1,322 | ) | |||||||
Financial results, net |
(207,328 | ) | (74,048 | ) | 23,564 | (42,703 | ) | (3,297 | ) | ||||||
(Loss) Gain in equity investments |
(62,859 | ) | (16,523 | ) | 25,355 | 37,193 | 58,728 | ||||||||
Other expenses, net |
(7,965 | ) | (3,579 | ) | (8,930 | ) | (5,999 | ) | (6,263 | ) | |||||
Net (loss) gain before taxes |
(137,423 | ) | 130,638 | 199,182 | 109,924 | 132,936 | |||||||||
Income tax/ MPIT |
1,875 | (76,837 | ) | (56,693 | ) | (49,749 | ) | (41,255 | ) | ||||||
Minority interest |
29,371 | (30,922 | ) | (28,639 | ) | (19,270 | ) | (13,476 | ) | ||||||
Net (loss) income for the period |
(106,177 | ) | 22,879 | 113,850 | 40,905 | 78,205 | |||||||||
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IRSA Inversiones y Representaciones Sociedad Anónima
Business Overview (Continued)
In thousands of pesos
4. | Statistical data as compared with the same period for the four previous years. |
Summary of properties sold in units and In thousands of pesos.
As of | ||||||||||
Real Estate |
March 31, 2009 |
March 31, 2008 |
March 31, 2007 |
March 31, 2006 |
March 31, 2005 | |||||
Apartments & Loft Buildings |
||||||||||
Alto Palermo Park |
| | | 63 | | |||||
Torre Renoir |
48,768 | | | | | |||||
Torre Renoir II |
| 56,591 | | | | |||||
Edificios Cruceros |
| 1,262 | 8,383 | 4,246 | | |||||
Alcorta Plaza (1) |
| | | 22,969 | | |||||
Minetti D |
| 47 | | | | |||||
Torres de Abasto (1) |
319 | 295 | | | 11 | |||||
Barrio Chico (San Martín de Tours) |
2,042 | 2,359 | 4,109 | | | |||||
Torres Jardín |
513 | 502 | | | | |||||
Others |
452 | | | | | |||||
Residential Communities |
||||||||||
Abril / Baldovinos (2) (3) |
6,136 | 1,756 | 1,124 | 3,620 | 2,160 | |||||
Villa Celina I, II and III |
76 | | | | | |||||
Undeveloped parcel of lands |
||||||||||
Canteras Natal Crespo |
| 52 | 83 | | | |||||
Terreno Rosario (1) |
7,644 | 3,428 | | | | |||||
Aguero 596 (1) |
1,046 | | | | | |||||
Other |
||||||||||
Alsina 934 |
| | | 1,833 | | |||||
Madero 940 |
6,137 | | | | | |||||
Dock del Plata |
15,312 | | | | | |||||
Torre BankBoston |
6,850 | | | | | |||||
Dique III |
| | 26,206 | | 23,624 | |||||
Madero 1020 |
271 | 476 | | | 1,806 | |||||
Bouchard 551 |
| 108,423 | | | | |||||
Libertador 498 |
36,350 | | | | | |||||
Locales Crucero I |
2,006 | | | | | |||||
Others |
3,183 | | 108 | 33 | | |||||
137,100 | 175,193 | 40,013 | 32,764 | 27,601 | ||||||
(1) Through Alto Palermo S.A. (2) It corresponds to commercial business of April that belong 50% to IRSA and 50% to IBSA. (3) Includes the revenues for the sale of Dormies. |
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IRSA Inversiones y Representaciones Sociedad Anónima
Business Overview (continued)
In thousands of pesos
5. | Key ratios as compared with the same period for the four previous years. |
March 31, 2009 |
March 31, 2008 |
March 31, 2007 |
March 31, 2006 |
March 31, 2005 |
||||||||||||||||
Liquidity ratio |
||||||||||||||||||||
Current Assets |
675,042 | = 0.84 | 1,041,977 | = 1.85 | 790,776 | = 1.06 | 466,155 | = 1.25 | 376,197 | = 1.23 | ||||||||||
Current Liabilities |
804,293 | 562,859 | 746,180 | 371,735 | 305,589 | |||||||||||||||
Indebtedness ratio |
||||||||||||||||||||
Total liabilities |
2,237,975 | = 1.22 | 1,833,876 | = 0.97 | 1,627,416 | = 1.00 | 845,383 | = 0.63 | 777,333 | = 0.65 | ||||||||||
Shareholders Equity |
1,832,968 | 1,892,182 | 1,633,384 | 1,340,768 | 1,194,537 | |||||||||||||||
Solvency |
||||||||||||||||||||
Shareholders Equity |
1,832,968 | = 0.82 | 1,892,182 | = 1.03 | 1,633,384 | = 1.00 | 1,340,768 | = 1.59 | 1,194,537 | = 1.54 | ||||||||||
Total liabilities |
2,237,975 | 1,833,876 | 1,627,416 | 845,383 | 777,333 | |||||||||||||||
Immobilized Capital |
||||||||||||||||||||
Non-Current Assets |
3,844,015 | = 0.85 | 3,156,877 | = 0.75 | 2,886,962 | = 0.78 | 2,165,899 | = 0.82 | 2,032,317 | = 0.84 | ||||||||||
Total Assets |
4,519,057 | 4,198,854 | 3,677,738 | 2,632,054 | 2,408,514 |
6. | Brief comment on the outlook for the coming year. |
See Attached.
118
SUMMARY as of MARCH 31, 2009
Macroeconomic Context
The level of economic activity in Argentina has started to be adversely affected, mirroring the situation in other economies over the past months.
Regarding the performance of economic activity in Argentina, according to the most recently released official data available as of the date of this report and concerning the month of February 2009, the Monthly Estimate of Economic Activities (Estimador Mensual de la Actividad Económica, EMAE) shows a 2.1% growth compared to the same month of the previous fiscal year: this suggests that the Argentine economy has grown at a pace slower than in recent months.
When it comes to Public Finances, fiscal accounts, foreign trade current account balances and the reserves held by the Central Bank of Argentina (Banco Central de la República Argentina, BCRA), they have performed irregularly in recent months. Although at the end of calendar 2008 the Primary Result indicator had shown a 26.5% increase compared to the figure posted in calendar 2007, in the first quarter of 2009 this indicator dropped by 49% compared to the first quarter of 2008. The reason for such variation can be found in the deterioration of tax revenues because of the shrinkage in the level of activity and the decrease in the export values subject to withholdings. As regards the countrys external accounts, Argentina posted a US$ 3,556 million trade surplus during the first quarter of calendar 2009, equivalent to a 12.5% increase compared to the same quarter in the previous fiscal year, thus reverting the trend shown in the last quarter of calendar 2008. As a consequence, BCRA maintains a strong position in terms of reserves and succeeded in accumulating as of March 31, 2009, a level of US$ 46,509 million. It is thanks to these reserves that the Central Bank has the capability of dealing with the increased volatility in the capital inflows and outflows caused by the uncertainty prevailing in the financial markets.
As regards the various sectors of the economy, the main indicators show a certain slow-down in the pace of growth of activities. As concerns the construction industry, according to the data shown by the Indicator of Construction Activities (Indicador Sintético de la Actividad de la Construcción, ISAC) prepared by the National Institute of Statistics and Censuses (Instituto Nacional de Estadísticas y Censos, INDEC), its activities have dropped by 2.7% for the period January-March 2009 compared to the same period of the previous fiscal year, whereas in calendar 2008 such indicator has grown by 5%. As regards retail sales, sales in supermarkets and shopping centers have grown by 21.9% and 1.6% respectively in the first quarter of the calendar year compared to the same quarter of the previous fiscal year whereas during calendar 2008 these sales grew by 34.6% and by 22%.
As regards the residential real estate market, the scenario of uncertainty has caused a slow-down in the number of transactions in the first quarter of the year compared to the same quarter in the previous year. However, the prices of the housing units remain relatively stable. It is clear though that there are no expectations in Argentina that a sub-prime mortgage loan crisis may affect the values of housing units as has been the case in other economies because home mortgage loans in the Argentine market remain at hardly 2% of the countrys GDP.
As concerns the office rental market in Buenos Aires, and according to Colliers, since the end of 2008 and as a result of the changes occurred in the economic scenario, competition started based on prices in order to capture demand. The average prices offered were still in January 2009 higher than those offered in 2007 though lower than those offered in June 2008, as this month had marked a peak in prices.
As regards the Hotel sector, according to data released by the Tourism Secretariat in connection with the International Tourism Poll (Encuesta de Turismo International, ETI) as of February 2009, the number of tourists arriving in Argentina (accumulated over twelve months) is 3% smaller than for the same accumulated period in the previous year.
119
Despite an overall less favorable context, the Companys segments continue to show a robust position in the current scenario thanks to the quality of our assets, which the market still perceives as attractive. This in turn translates into high levels of occupancy and cash generation combined with low short-term indebtedness.
The economys various sectors and their markets are starting to show a gap between the strength of their real assets (considered either in terms of value and/or cash generation capacity) and the value of the instruments representative of such assets (as would be the case of bonds or shares) and our companies are not alien to that situation.
Comment on operations during the quarter ended on March 31, 2009
Our revenues amounted to Ps.832.0 million as of March 31, 2009, compared to Ps.828.5 million as of March 31, 2008. The share of the Companys various segments in net revenues was as follows: sales and developments decreased by 21.7% to Ps.137.1 million, offices and other rental properties increased by 46.1% to Ps.106.6 million, shopping centers increased by 12.5% to Ps.283.6 million, hotels increased by 10.5% to Ps.127.1 million, consumer finance decreased by 17.4% to Ps. 175.7 million whereas financial operations and other posted revenues for Ps.1.8 million.
Our operating income decreased by 37.8% to Ps. 139.2 million for the nine-month period ended on March 31, 2009 compared to Ps.223.7 million for the same period of the previous fiscal year, mainly due to the operating losses recorded in the consumer finance segment. Excluding the effect of this segment, the operating income of the other segments increased by 22.1% from Ps.212.5 million to Ps. 259.4 million.
As regards financial results, they entailed a Ps.207.3 million loss for the nine-month period ended on March 31, 2009, compared to a loss of Ps.74.0 million in the same period of fiscal 2008, largely explained by the fluctuations in the exchange rate applied for valuing the Companys stock of debt as of the closing date.
Finally, the results from related companies showed a loss of Ps.62.9 million for the first nine months of fiscal 2009 compared to a Ps.16.5 million loss in the same period of fiscal 2008 due to losses in our related company Banco Hipotecario S.A. caused mainly by the decrease in the valuation of its portfolio of financial assets resulting from the current financial conditions.
Given the above, the net result for the nine-month period ended on March 31, 2009 shrank to a Ps.106.2 million loss in contrast to income for Ps.22.9 million for the same period of the previous fiscal year.
Highlights for the third quarter of fiscal year 2009, including significant situations occurred after the end of the period
I. Offices and Other Rental Properties
During the first nine-month period of fiscal 2009, income from rental properties totaled Ps.106.6 million, a 46.0% increase compared to the figure of Ps.73.0 million recorded in the same period of fiscal year 2008.
We have grown significantly in this segment in recent years, as shown by the increase in leaseable areas and low vacancy rates, combined with higher lease rates. The acquisitions made have helped us gain a strong leading position in the Buenos Aires office rental market.
Occupancy levels at our offices were 96.3% at the end of the nine-month period of fiscal 2009, including the Edificio Republica building, which is under the process of being absorbed by the market.
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Sale of Properties. Along the fiscal year, and after the nine-month period ended in March 2009, the Company executed sales deeds over 19,371 square meters of gross leasable area represented by some of its non-core office assets in several transactions that totaled US$ 52.0 million. These transactions involve seven functional units in Edificio Dock del Plata representative of 3,739 square meters of gross leasable area; a commercial property in Puerto Madero, named Crucero I and representative of 192 square meters of gross leasablea area, 5 functional units at Edificio Libertador 498 representative of 3,099 square meters of gross leasable area; one functional unit in the building located in Av. Madero 942 representative of 768 square meters of gross leasable area; 5 floors in the building Edificio Laminar Plaza, representative of 6,520 square meters of gross leasable area; 3 parking lot spaces at the building located in Madero 1020 representative of 37 square meters of gross leasable area and the building located in Reconquista street, representative of 5,016 square meters of gross leasable area. These decisions not only allow the company to increase its financial strength, but also allows it to refocus on the execution of potential business opportunities coming into our portfolio. (See references to Dique IV and PAMSA Offices below).
Edificio República. We continue with the process of makeing the square meters incorporated into our portfolio through the acquisition of Edificio República: at the end of the third quarter we had attained a 64.8% occupancy level.
Dique IV, Puerto Madero. We have completed the construction of 11,000 square meters of gross leaseable area in Dique IV, Puerto Madero. Therefore, we have entered into a lease agreement for eight office floors spanning more than 10,000 square meters with a top-notch lessee: the effective date of such lease is subject to compliance with certain technical and operational matters associated to the operation of the building.
PAMSA Offices. Our subsidiary APSA is developing an office building in the intersection of Av. Gral Paz and Panamericana through Panamerican Mall S.A. as referenced later on in this document.
Below is detailed information on our office space as of March 31, 2009.
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Offices and Other Rental Properties
Date of Acquisition |
Leaseable Area sqm (1) |
Occupancy rate (2) Mar-09 |
IRSAs effective interest |
Monthly rental income Ps./000 (3) |
Annual accumulated rental income over fiscal periods Ps./000 (4) |
Book value $/000 (5) | ||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||
Offices |
||||||||||||||||||||
Intercontinental Plaza (6) |
11/18/97 | 22,535 | 100.00 | % | 100 | % | 1,702 | 12,003 | 8,808 | 7,972 | 87,524 | |||||||||
Dock Del Plata (13) |
11/15/06 | 5,512 | 100.00 | % | 100 | % | 431 | 4,986 | 5,295 | 2,000 | 20,204 | |||||||||
Libertador 498 (15) |
12/20/95 | 7,433 | 100.00 | % | 100 | % | 728 | 7,234 | 6,173 | 4,424 | 27,453 | |||||||||
Maipú 1300 |
09/28/95 | 10,280 | 100.00 | % | 100 | % | 934 | 7,025 | 6,023 | 4,276 | 40,016 | |||||||||
Laminar Plaza |
03/25/99 | 6,521 | 94.97 | % | 100 | % | 688 | 4,882 | 4,034 | 3,386 | 27,708 | |||||||||
Reconquista 823/41 |
11/12/93 | 5,016 | 100.00 | % | 100 | % | 245 | 1,898 | 1,679 | 649 | 17,953 | |||||||||
Suipacha 652/64 |
11/22/91 | 11,453 | 100.00 | % | 100 | % | 508 | 2,713 | 1,805 | 1,147 | 11,501 | |||||||||
Edificios Costeros |
03/20/97 | 6,389 | 71.90 | % | 100 | % | 410 | 3,218 | 2,888 | 2,297 | 17,510 | |||||||||
Costeros Dique IV |
08/29/01 | 5,437 | 100.00 | % | 100 | % | 501 | 3,841 | 3,325 | 1,462 | 19,846 | |||||||||
Bouchard 710 |
06/01/05 | 15,014 | 100.00 | % | 100 | % | 1,594 | 12,666 | 9,324 | 6,606 | 66,539 | |||||||||
Bouchard 551 |
03/15/07 | 23,378 | 100.00 | % | 100 | % | 1,886 | 14,742 | 11,496 | 471 | 153,480 | |||||||||
Madero 1020 (16) |
12/21/95 | 178 | 100.00 | % | 100 | % | | 25 | 74 | 72 | 597 | |||||||||
Torre Bank Boston (14) |
08/27/07 | 15,350 | 100.00 | % | 100 | % | 1,526 | 14,227 | 9,005 | | 158,569 | |||||||||
Edificio República |
04/28/08 | 19,533 | 64.85 | % | 100 | % | 1,649 | 11,972 | N/A | N/A | 225,522 | |||||||||
Works in progress Dique IV (11) |
12/02/97 | | N/A | 100 | % | N/A | | | | 65,003 | ||||||||||
Other Offices (7) |
N/A | 2,909 | 89.24 | % | N/A | 88 | 925 | 1,016 | 962 | 8,045 | ||||||||||
Subtotal Offices |
156,938 | 94.1 | % | N/A | 12,890 | 102,357 | 70,944 | 35,724 | 947,470 | |||||||||||
Other properties |
||||||||||||||||||||
Commercial Properties (8) |
N/A | 312 | 11.86 | % | N/A | 31 | 191 | 138 | 179 | 3,687 | ||||||||||
Museo Renault |
12/06/07 | 1,275 | 100.00 | % | 100 | % | | 267 | 114 | N/A | 4,901 | |||||||||
Thames (6) |
11/01/97 | 33,191 | 100.00 | % | 100 | % | 82 | 455 | 455 | 455 | 3,899 | |||||||||
Santa María del Plata S.A. |
07/10/97 | 60,100 | 100.00 | % | 90 | % | 6 | 714 | 623 | 797 | 12,496 | |||||||||
Other Properties (9) |
N/A | 2,072 | 100.00 | % | N/A | 696 | 2,225 | 214 | 53 | 4,650 | ||||||||||
Subtotal Other Properties |
96,950 | 99.7 | % | N/A | 815 | 3,852 | 1,544 | 1,484 | 29,633 | |||||||||||
Management Fees (12) |
N/A | N/A | N/A | N/A | 388 | 488 | 681 | N/A | ||||||||||||
TOTAL OFFICES AND OTHER (10) |
253,888 | 96.23 | % | N/A | 13,705 | 106,597 | 72,976 | 37,889 | 977,103 | |||||||||||
Notes:
(1) | Total leaseable area for each property as of 03/31/09. Excludes common areas and parking. |
(2) | Calculated dividing occupied square meters by leaseable area as of 03/31/09. |
(3) | Agreements in force as of 03/31/09 for each property were computed. |
(4) | Total consolidated leases, according to the Technical Resolution 21 method. |
(5) | Cost of acquisition, plus improvements, less accumulated depreciation, plus adjustment for inflation, less allowance for impairment in value. |
(6) | Through Inversora Bolívar S.A. |
(7) | Includes the following properties: Madero 942 (fully sold), Av. de Mayo 595, Av. Libertador 602, Rivadavia 2774 and Sarmiento 517 (through IRSA). |
(8) | Includes the following properties: Constitución 1111, Crucero I (fully sold), Locales de Abril (fully sold) and Casona de Abril (through IRSA and IBSA). |
(9) | Includes the following properties: 1 unit in Alto Palermo Park (through IBSA), Constitución 1159 and Dique III (through IRSA), and Others IRSA. |
(10) | Corresponds to the Offices and Other Rental Properties business unit mentioned in Note 4 to the Consolidated Financial Statements. |
(11) | Corresponds to a work in progress for an AAA office building in the area of Puerto Madero. |
(12) | Income from building management fees. |
(13) | In the period December 2008 through January 2009 1,600 square meters of leaseable area were sold. |
(14) | In December 2008 472 square meters of leaseable area were sold. |
(15) | In the period January through March 2009, 3,099 square meters of leaseable area were sold. |
(16) | In the period February through March, 37 square meters of leasable area were sold. |
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II. Alto Palermo S.A. (APSA): Shopping Centers and Consumer Finance
The following information relates to data extracted from the balance sheet of our subsidiary Alto Palermo S.A. (APSA), the company that operates our shopping center business, in which we had a 63.3% interest as of March 31, 2009.
In the nine-month period ended on March 31, 2009 our tenants sales amounted to Ps. 3,033.7 million. In nominal terms, these are 13.2% higher than those posted for the same period of the previous fiscal year.
The business success of our tenants allows us to maintain the occupancy rates at our Shopping Centers at 98.93%.
DOT BAIRES. This is one of the Companys most important projects, and it includes the construction by Panamerican Mall S.A. of a shopping center, a hypermarket, a cinema complex and an office building in the neighborhood of Saavedra, City of Buenos Aires. Our aspiration is that Dot Baires should become synonym with a meeting point, the gateway to the City of Buenos Aires. Dot Baires will be the largest shopping center in the City of Buenos Aires in terms of square meters. The project will have 13,000 square meters for a hypermaket and 37,855 square meters of leaseable area, including a 9,000 square meter anchor store.
We are presently working on the launch of Dot Baires, scheduled for May 13.
Coto Residential Project. On September 24, 1997 we executed a public deed whereby we acquired the rights to receive parking spaces and to perform additional construction works in the real property located on the intersection of Agüero, Lavalle, Guardia Vieja and Gallo streets, in the Abasto neighborhood. On July 31, 2008, we executed a conditional barter agreement whereby we would transfer to CYRSA S.A. (CYRSA) 112 parking spaces and the right to perform additional construction works for developing two tower buildings in the property mentioned above, subject to the satisfaction of certain conditions. As consideration, Cyrsa would deliver to us an amount to be determined in the future of the units comprising the building that would be constructed equivalent to 25% of the square meters, totaling not less than four thousand and five three units with an exclusive area of fifty square meters each. The consummation of this barter is conditioned to the performance of certain material acts by Coto. Possession of the property will be delivered simultaneously with the deed of conveyance of title, which will take place 30 days after the date we give notice to CYRSA of the satisfaction of the conditions precedent. The total amount of the transaction between Cyrsa and the Company amounts to US$ 5.9 million.
Beruti Plot. Before the closing of the previous fiscal year, Alto Palermo S.A. acquired a plot of land located in Beruti 3351/9, in the neighborhood of Palermo, City of Buenos Aires. The plot has an area of 3,207 square meters and was purchased for US$ 17.8 million. The importance of this acquisition relies on the propertys strategic location, as it is very close to our major shopping center, Shopping Alto Palermo.
At present we are evaluating the different uses that may be given to this property.
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Shopping Centers
Date of Acquisition |
Leaseable Area sqm (1) |
APSAs Effective Interest (3) |
Occupancy Rate (2) |
Accumulated Rental Income as of March $/000 (4) |
Book value ($ 000) (5) | |||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||
Shopping Centers (6) |
||||||||||||||||||
Alto Palermo |
12/23/97 | 18,551 | 100.0 | % | 100.0 | % | 61,681 | 50,233 | 42,387 | 162,275 | ||||||||
Abasto Shopping (7) |
07/17/94 | 39,448 | 100.0 | % | 99.8 | % | 58,460 | 51,642 | 40,634 | 174,167 | ||||||||
Alto Avellaneda |
12/23/97 | 37,030 | 100.0 | % | 99.7 | % | 34,582 | 28,625 | 23,481 | 87,547 | ||||||||
Paseo Alcorta |
06/06/97 | 14,465 | 100.0 | % | 99.0 | % | 29,412 | 27,159 | 22,962 | 73,891 | ||||||||
Patio Bullrich |
10/01/98 | 11,918 | 100.0 | % | 99.6 | % | 23,450 | 21,135 | 18,833 | 97,343 | ||||||||
Alto Noa Shopping |
03/29/95 | 18,851 | 100.0 | % | 99.0 | % | 7,786 | 6,685 | 4,929 | 23,584 | ||||||||
Buenos Aires Design |
11/18/97 | 14,056 | 53.7 | % | 100.0 | % | 9,803 | 8,921 | 7,625 | 11,853 | ||||||||
Alto Rosario Shopping (7) |
11/09/04 | 28,562 | 100.0 | % | 98.8 | % | 17,170 | 14,470 | 11,154 | 80,061 | ||||||||
Mendoza Plaza Shopping |
12/02/04 | 39,686 | 100.0 | % | 96.5 | % | 19,147 | 17,557 | 13,157 | 86,320 | ||||||||
Fibesa y Otros (8) |
| N/A | 100.0 | % | N/A | 12,343 | 17,496 | 13,116 | | |||||||||
Comercializadora Los Altos S.A. |
| N/A | 100.0 | % | N/A | 1,426 | 303 | | | |||||||||
Neuquén (9) |
07/06/99 | N/A | 94.6 | % | N/A | | | | 13,064 | |||||||||
Panamerican Mall S.A. (10) (11) |
12/01/06 | 37,890 | 80.0 | % | N/A | | | | 502,532 | |||||||||
Córdoba Shopping Villa Cabrera |
12/31/06 | 15,800 | 100.0 | % | 98.2 | % | 8,331 | 7,817 | | 70,190 | ||||||||
TOTAL SHOPPING CENTERS |
276,256 | 94.9 | % | 98.9 | % | 283,591 | 252,043 | 198,278 | 1,382,827 | |||||||||
Revenues from Tarjeta Shopping |
| N/A | 80.0 | % | N/A | 175,703 | 212,673 | 149,556 | | |||||||||
GENERAL TOTAL (12) |
276,256 | 93.9 | % | 98.4 | % | 459,294 | 464,716 | 347,834 | 1,382,827 | |||||||||
Notes:
(1) | Total leaseable area in each property. Excludes common areas and parking spaces. |
(2) | Calculated dividing occupied square meters by leaseable area on the last day of the period. |
(3) | APSAs effective interest in each of its business units. IRSA has a 63.34% interest in APSA. |
(4) | Corresponds to total leases, consolidated as per the RT21 method. |
(5) | Cost of acquisition plus improvements, less accumulated depreciation, plus adjustment for inflation, less allowance for impairment in value, plus recovery of allowances if applicable. |
(6) | Through Alto Palermo S.A. |
(7) | Excludes Museo de los Niños. |
(8) | Includes revenues from Fibesa S.A. and Others. |
(9) | Land for the development of a shopping center. |
(10) | The project includes the construction of a shopping center, a hypermarket, a cinema complex and an office and/or residential building. |
(11) | Leasable area does not include the 13,193 square meters corresponding to the hypermarket. |
(12) | Corresponds to the Shopping Centers and Consumer Finance business units mentioned in Note 4 to the Consolidated Financial Statements. |
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Consumer Finance Tarshop S.A. Subsidiary
In recent months, and as a result of the international financial context, we faced the need to review economic prospects in general and to revise the companys business prospects in particular: several decisions were made, all aimed at strengthening the business in the face of the prevailing economic situation.
To face the growing volatility in the international financial scenario and to provide Tarshop S.A. with a suitable capital base taking into account the current market conditions, in September 2008 APSA decided to take part in Tarshop S.A.s capital increase for up to Ps.60 million, and increased its equity stake in Tarshop S.A. from 80% to 93.4%. The structure costs associated to points of sales were downsized through a 17% cutback, the reduction of 13 points of sales and the leased centralized area by 10% of the total.
In line with the commercial actions, various other measures have been implemented, including:
(i) Redesign of the distribution channel structure.
(ii) Changes in cash lending plans and merchant financing.
(iii) Renegotiation of conditions with merchants.
(iv) Streamlining of lending and collection policies.
(v) Revision of provisioning policies, aimed at establishing an even stricter criterion than the one suggested by the Central Bank.
During the second quarter of fiscal year 2009, Tarshop received financial assistance for an amount of Ps. 105 million, subsequently accepted as irrevocable contribution, for the purpose of strengthening its equity position, improving its financial position and repositioning Tarshop S.A., given the complex situation prevailing in the financial trust market in which part of its activity is engaged and its extremely low capitalization relative to its competitors.
Considering the situation described in the preceding paragraphs, the loan portfolio, including coupons securitized as of March 31, 2009 amounted to Ps. 643.8 million, that is, 29.3% smaller than the Ps. 910.7 million portfolio held as of March 31, 2008.
In addition, as regards collections, the 90-day delinquency rate as of March 31, 2009 amounted to 9.2%.
Therefore, net revenues went down a 17.4% from Ps. 212.7 million for the nine-month period ended March 31, 2008, to Ps. 175.7 million for the same period of the current fiscal year. Gross profit stood at Ps. 78.5 million and the operating loss was Ps. 120.2 million, which reflects a decrease when compared to the Ps. 11.1 million income obtained in the nine-month period ended on March 31, 2008. Net loss for the nine-month period ended on March 31, 2009 was Ps. 66.9 million.
The ensuing operating result for the quarter ended March 2009 was a Ps. 9.4 million loss, which reveals a reduction in losses if we take into consideration the Ps. 73.7 million and Ps. 37.1 million operating losses respectively posted in the first and second quarter of fiscal 2009. This is due to the improved capitalization combined with the relative stabilization in local financial markets, a reduction in loan loss charges and a decrease in operating expenses.
However, we will continue to work in improving Tarshop S.A.s performance and in readying it to face the conditions currently prevailing in the market.
III. Sales and Developments
In the nine-month period ended March 31, 2009, revenues in the sales and developments segment amounted to Ps.137.1 million, compared to Ps.175.2 million for the same period of the previous fiscal year. The following paragraphs describe the Companys major developments:
Caballito. On May 4, 2006 we entered into a US$7.5 million swap agreement with Koad S.A. (Koad) whereby we transferred title of block 36 of the property Terrenos de Caballito to Koad in order for it to develop at its sole expense, cost and risk, a complex known as Caballito Nuevo. The construction works have already started, and include two apartment towers of 34 floors each, with 1, 2 and 3 room units of 40 to 85 sqm. surface area, including a wide variety of amenities and services. In consideration for it, Koad paid to us US$0.05 million while the US$7.45 million balance will be repaid through the delivery of 118 apartment units and 55 parking spaces. The final number of units to be received will depend on the date of actual delivery by Koad, as the agreement provides for rewards based on terms of delivery. At present, this project is in the last development stage. Marketing started in December 2008, and from January 2009 to the date of this release, preliminary sales agreements for 31 units and for 9 parking spaces have been executed.
125
Solares de Santa Maria, City of Buenos Aires, (formerly Santa María del Plata). The Urban Development Solares de Santa María has reached the Draft Project level, and feasibility studies have been filed with the utility companies. An agreement is being reached with the Government of the City of Buenos Aires to send a mutually acceptable Bill of Law and Agreement to the Legislature of the City of Buenos Aires for its consideration and approval.
Horizons residential project. IRSA-CYRELA is developing one of the most significant developments in Greater Buenos Aires in a plot made up by two adjacent blocks located in the Vicente López neighborhood, which will entail a new concept in residential complexes given its emphasis on the use of common spaces. This project includes two complexes, one in each block, with a total of six buildings; a complex facing the river with three 14-story buildings and another complex on Avenida del Libertador with three 17-story buildings, totaling 59,000 own square meters for sales and 110,000 square meters in total construction distributed into 467 units. The showroom was opened to the public in March 2008 quite successfully as the units have all been reserved. As of the date of these financial statements, preliminary sales agreements had been executed for 99% of the own units subject to sale and results will be reflected as progress is made in the execution of the works, consolidated at 50%. The units will be completed and delivered by early 2011.
As of April 30, 2009, the degree of progress of the works corresponding to this project is approximately 2.03% for the Parque proyect and 19.16% for the Rio proyect.
Terreno Caballito, CYRSA. As of the closing of fiscal year 2008, we and CYRSA executed a barter deed pursuant to which we transferred to CYRSA under a swap agreement the property described below, which has a total surface area of 9,784 square meters: plot of land, designated as Parcel ONE L, in block 35, facing Méndez de Andes street between Rojas and Colpayo streets in the Caballito neighborhood.
In turn, CYRSA agreed to carry out in the property a real estate development for residential use, which shall comprise a first stage of two free-perimeter towers and a third building to be developed in a second stage at the option of CYRSA. In exchange for the transfer of the property, CYRSA paid to IRSA US$ 0.12 million and agreed to make a non-cash consideration consisting in transferring under barter to IRSA certain home units in the buildings to be built which will represent 25% of the meters. Furthermore, as security for the performance of its obligations, CYRSA has created a security interest over the property by mortgaging it in favor of IRSA in the amount of US$ 12.6 million.
On July 31, 2008, the deed of conveyance of title to the land was executed.
The following is a detail of the properties being developed by IRSA as of March 31, 2009.
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Sales
Statistical Data presented comparatively with the same period of the four previous fiscal years.
SALES |
Sales of Properties Accumulated at (Ps. 000) | |||||||||
03. 31.09 | 03. 31.08 | 03. 31.07 | 03. 31.06 | 03. 31.05 | ||||||
Residential Apartments |
||||||||||
Torres Jardín |
513 | 502 | | | | |||||
Torres de Abasto (1) |
319 | 295 | | | 11 | |||||
Edificios Cruceros |
| 1,262 | 8,383 | 4,246 | | |||||
Palacio Alcorta (1) |
| 22,969 | | |||||||
Torres Renoir |
48,768 | | ||||||||
Torres Renoir II |
| 56,590 | | | | |||||
Alto Palermo Park (4) |
| | | 63 | | |||||
San Martín de Tours |
2,042 | 2,359 | 4,109 | | | |||||
Other |
452 | 49 | | | | |||||
Residential Communities |
||||||||||
Abril / Baldovinos (2) (3) |
6,136 | 1,756 | 1,124 | 3,620 | 2,160 | |||||
Villa Celina I, II and III |
76 | | | | | |||||
Land Reserve |
||||||||||
Terreno Rosario (1) |
7,644 | 3,428 | | | | |||||
Canteras Natal |
| 51 | 83 | | | |||||
Aguero 596 (1) |
1,041 | | ||||||||
Other |
||||||||||
Alsina 934 |
| | | 1,833 | | |||||
Dique II |
| | | | | |||||
Dique III |
| | 26,206 | | 23,624 | |||||
Bouchard 551 |
| 108,423 | | | | |||||
Madero 1020 |
271 | 476 | | | 1,806 | |||||
Torre Bank Boston |
6,850 | | ||||||||
Madero 942 |
6,137 | | ||||||||
Dock del Plata |
15,312 | | ||||||||
Libertador 498 |
36,350 | | ||||||||
Locales Crucero I |
2,006 | | ||||||||
Other |
3,183 | | 108 | 33 | | |||||
TOTAL |
137,100 | 175,191 | 40,013 | 32,764 | 27,601 | |||||
Notes:
(1) | Through Alto Palermo S.A. |
(2) | Retail stores in Abril, which belong to IRSA and IBSA on a 50/50 basis. Includes sale of shares in Abril. |
(3) | Includes income from the sale of dormies. |
(4) | Through Inversora Bolívar S.A. |
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Sales and Developments
Date of Acquisition |
Estimated Real/Cost (Ps. 000) (1) |
Area intended for Sale (sqm) (2) |
Total Units/Lots (3) |
IRSAs Effective Interest |
Percentage Built | Percentage Sold (4) |
Accumulated Sales (Ps. 000) (5) |
Accumulated Sales as of March 31 of fiscal years (Ps.000) (6) |
Book Value Ps./000 (7) | ||||||||||||||||||
Development |
2009 | 2008 | 2007 | ||||||||||||||||||||||||
Residential Apartments |
|||||||||||||||||||||||||||
Torres Renoir (15) |
09/09/99 | 22,861 | 5,383 | 28 | 100.00 | % | 100.00 | % | 96.00 | % | 48,768 | 48,768 | | | 3,299 | ||||||||||||
Crédito permuta Terreno Rosario (8) (15) |
04/30/99 | | 1,504 | 15 | 63.34 | % | 53.77 | % | 0.00 | % | | | | | 11,023 | ||||||||||||
Terrenos de Caballito (16) |
11/03/97 | 41,947 | 9,784 | 1 | 50.00 | % | 0.00 | % | 0.00 | % | | | | | 4,429 | ||||||||||||
Credit for barter of Terreno Caballito (Cyrsa) (15) |
11/03/97 | | 7,451 | | 100.00 | % | 0.00 | % | 0.00 | % | | | | | 21,087 | ||||||||||||
Credit for barter of Terreno Caballito (KOAD) (15) (17) |
11/03/97 | | 6,833 | 118 | 100.00 | % | 70.00 | % | 26.25 | % | | | | | 26,109 | ||||||||||||
Libertador 1703 y 1755 (Horizons) |
01/16/07 | 117,850 | 59,000 | 467 | 50.00 | % | 11.78 | % | 98.00 | % | | | | | 89,966 | ||||||||||||
Other Residential Apartments (10) |
N/A | 254,241 | 123,082 | 1,554 | 100.00 | % | 99.59 | % | 389,216 | 3,326 | 61,057 | 12,492 | 2,194 | ||||||||||||||
Subtotal Residential Apartments |
436,899 | 213,037 | 2,183 | 437,984 | 52,094 | 61,057 | 12,492 | 158,107 | |||||||||||||||||||
Residential Communities |
|||||||||||||||||||||||||||
Abril/Baldovinos (11) |
01/03/95 | 130,955 | 1,408,905 | 1,273 | 100.00 | % | 100.00 | % | 97.00 | % | 228,227 | 6,136 | 1,756 | 1,124 | 5,206 | ||||||||||||
Crédito permuta Terreno Benavidez (15) |
11/18/97 | | 125,889 | 110 | 100.00 | % | 97.00 | % | 100.00 | % | 11,830 | | | | 9,995 | ||||||||||||
Villa Celina I, II y III |
05/26/92 | 4,742 | 75,970 | 219 | 100.00 | % | 100.00 | % | 100.00 | % | 14,028 | 76 | | | | ||||||||||||
Subtotal Residential Communities |
135,697 | 1,610,764 | 1,602 | 254,085 | 6,212 | 1,756 | 1,124 | 15,201 | |||||||||||||||||||
Land Reserves |
|||||||||||||||||||||||||||
Puerto Retiro (9) |
05/18/97 | | 82,051 | | 50.00 | % | 0.00 | % | 0.00 | % | | | | | 54,251 | ||||||||||||
Santa María del Plata |
07/10/97 | | 675,952 | | 90.00 | % | 0.00 | % | 10.00 | % | 31,000 | | | | 135,785 | ||||||||||||
Pereiraola (11) |
12/16/96 | | 1,299,630 | | 100.00 | % | 0.00 | % | 0.00 | % | | | | | 21,717 | ||||||||||||
Terrenos Alcorta (8) |
07/07/98 | | 1,925 | | 63.34 | % | 0.00 | % | 100.00 | % | 22,969 | | | | | ||||||||||||
Terreno Rosario (8) |
04/30/99 | | 42,620 | | 63.34 | % | 0.00 | % | 19.85 | % | 11,072 | 7,644 | 3,428 | | 14,527 | ||||||||||||
Caballito Mz 35 |
11/13/97 | | 9,784 | | 100.00 | % | 0.00 | % | 100.00 | % | 19,152 | | | | | ||||||||||||
Canteras Natal Crespo |
07/27/05 | | 4,320,000 | | 50.00 | % | 0.00 | % | 0.00 | % | 223 | | 51 | 83 | 5,555 | ||||||||||||
Terreno Berutti (8) |
06/24/08 | | 3,238 | | 63.34 | % | 0.00 | % | 0.00 | % | | | | | 52,122 | ||||||||||||
Pilar |
05/29/97 | | 740,237 | | 100.00 | % | 0.00 | % | 0.00 | % | | | | | 3,408 | ||||||||||||
Espacio Aereo Coto (8) |
09/24/97 | | 19,755 | | 63.34 | % | 0.00 | % | 0.00 | % | | | | | 13,188 | ||||||||||||
Torres Jardín IV |
07/18/96 | | 3,201 | | 100.00 | % | 0.00 | % | 0.00 | % | | | | | 3,030 | ||||||||||||
Terreno Caballito (8) |
11/03/97 | | 23,389 | | 63.34 | % | 0.00 | % | 0.00 | % | | | | | 36,741 | ||||||||||||
Patio Olmos |
09/25/07 | | 5,147 | | 100.00 | % | 100.00 | % | 100.00 | % | | | | | 32,949 | ||||||||||||
Otras Res. de Tierra (12) |
N/A | | 16,788,143 | | 81.67 | % | 0.00 | % | 0.00 | % | 1,041 | 1,041 | | | 11,873 | ||||||||||||
Subtotal Land Reserves |
24,015,072 | | 85,457 | 8,685 | 3,479 | 83 | 385,146 | ||||||||||||||||||||
Others |
|||||||||||||||||||||||||||
Dique III |
09/09/99 | | 10,474 | 3 | 100.00 | % | 0.00 | % | 100.00 | % | 91,638 | | | 26,206 | | ||||||||||||
Bouchard 551 |
03/15/07 | | 9,946 | N/A | 100.00 | % | 100.00 | % | 100.00 | % | 108,423 | | 108,423 | | | ||||||||||||
Madero 1020 |
12/21/95 | | 5,056 | N/A | 100.00 | % | 100.00 | % | 100.00 | % | 16,947 | 271 | 476 | | | ||||||||||||
Della Paoleras 265 |
08/27/07 | | 472 | N/A | 100.00 | % | 100.00 | % | 100.00 | % | 6,850 | 6,850 | | | | ||||||||||||
Madero 942 |
08/31/94 | | 732 | N/A | 100.00 | % | 100.00 | % | 100.00 | % | 6,137 | 6,137 | | | | ||||||||||||
Dock del Plata |
11/15/06 | | 1,600 | N/A | 100.00 | % | 100.00 | % | 100.00 | % | 15,312 | 15,312 | | | | ||||||||||||
Libertador 498 |
12/20/95 | | 3,099 | N/A | 100.00 | % | 100.00 | % | 100.00 | % | 36,350 | 36,350 | |||||||||||||||
Locales Crucero I |
| 192 | N/A | 100.00 | % | 100.00 | % | 100.00 | % | 2,006 | 2,006 | ||||||||||||||||
Otros (13) |
N/A | | 7,017 | 33 | 100.00 | % | 100.00 | % | 99.22 | % | 24,651 | 3,183 | | 108 | | ||||||||||||
Subtotal Others |
| 38,588 | 36 | 308,314 | 70,109 | 108,899 | 26,314 | | |||||||||||||||||||
TOTAL (14) |
572,596 | 25,877,461 | 3,821 | 1,085,840 | 137,100 | 175,191 | 40,013 | 558,454 | |||||||||||||||||||
128
Notes:
(1) | Cost of acquisition plus total investment made and/or planned for apartments and residential communities projects developed or being developed (adjusted for inflation as of 02/28/03, if applicable) |
(2) | Total area devoted to sales upon completion of the development or acquisition and before the sale of any of the units (including parking and storage spaces though not including common areas). In the case of Land Reserves the land area was considered. |
(3) | Represents the total units or plots upon completion of the development or acquisition (excluding parking and storage spaces). |
(4) | The percentage sold is calculated dividing the square meters sold by the total saleable square meters, which includes sales as per the preliminary sales agreement for which no deed for the conveyance of title has yet been executed. |
(5) | Includes only the cumulative sales consolidated by the RT21 method adjusted for inflation up to 02/28/03. |
(6) | Corresponds to the companys total sales consolidated by the RT4 method adjusted for inflation as of 02/28/03. Excludes turnover tax deduction. |
(7) | Cost of acquisition plus improvements, plus capitalized interest of consolidated properties in portfolio as of March 31, 2009, adjusted for inflation as of 02/28/03. |
(8) | Through Alto Palermo S.A. |
(9) | Through Inversora Bolívar S.A. |
(10) | Includes the following properties: Torres de Abasto, Edificios Cruceros, San Martin de Tours, Alto Palermo Park, Caballito Mz 36, Torre Renoir II barter, Minetti D, Dorrego 1916 and Padilla 902 through IRSA. |
(11) | Directly through IRSA and indirectly through Inversora Bolivar S.A. Includes sales of shares in Abril. |
(12) | Includes the following land reserves: Isla Sirgadero,, Terreno San Luis, Pontevedra, Mariano Acosta, Merlo, Intercontinental Plaza II, and C.Gardel 3134, C.Gardel 3128, Aguero 596 (fully sold), Zelaya 3102, Conil and Others APSA (through APSA).- |
(13) | Includes the following property: Puerto Madero Dock XIII. It also includes income from termination (through IRSA and IBSA) and income due to the reimbursement of common maintenance expenses, stamp tax and associated fees. |
(14) | Corresponds to the Sales and Developments business unit mentioned in Note 4 to the Consolidated Financial Statements. |
(15) | Corresponds to swap receivables disclosed as Inventories in the Consolidated Financial Statements. |
(16) | Owned by CYRSA S.A. |
(17) | The degree of progress of the works is as reported on December 31, 2008. |
IV. Hotels
Income from the hotel segment rose by 10.5%, up from Ps. 115.1 million for the first nine months of fiscal 2008 to Ps. 127.1 million for the same period in fiscal 2009.
This was mainly due to the increase in the average rate, which in the first nine-month period of fiscal 2009 reached an average Ps.642 per room rate, compared to Ps.619 in the previous period whereas average occupancy was 73.9% compared to 75.7% for the same period in the previous fiscal year. This slight drop in the occupancy average can be attributed to Hotel Llao-Llao, whose average occupancy level for the nine-month period ended March 2009 was 60.6%.
The following table shows information regarding our hotels for the nine-month period as of March 31, 2009.
Hotels |
Date of | IRSAs Effective |
Number of |
Average Occupancy |
Average Price per room Ps. |
Sales as of March 31 Ps./000 |
Book Value as of March 31, 2009 (Ps.000) | |||||||||||||
Acquisition | Interest | Rooms | (1) | (2) | 2009 | 2008 | 2007 | |||||||||||||
Intercontinental (3) |
11/01/97 | 76.34 | % | 309 | 74.6 | % | 539 | 45,442 | 41,165 | 33,107 | 57,868 | |||||||||
Sheraton Libertador (4) |
03/01/98 | 80.00 | % | 200 | 86.6 | % | 444 | 28,777 | 25,181 | 22,019 | 43,638 | |||||||||
Llao Llao (5) |
06/01/97 | 50.00 | % | 201 | 60.6 | % | 1126 | 52,920 | 48,732 | 39,246 | 88,880 | |||||||||
Terrenos Bariloche (5) |
12/01/06 | 50.00 | % | N/A | N/A | N/A | N/A | N/A | N/A | 21,900 | ||||||||||
Total |
| | 710 | 73.9 | % | 646 | 127,139 | 115,078 | 94,372 | 212,286 | ||||||||||
Notes:
1) | Accumulated average in the nine-month period. |
2) | Accumulated average in the nine -month period. |
3) | Through Nuevas Fronteras S.A. (Subsidiary of Inversora Bolívar S.A.). |
4) | Through Hoteles Argentinos S.A. |
5) | Through Llao Llao Resorts S.A. |
129
V. Financial and other transactions
Consolidated Financial Debt. As of March 31, 2009, the composition of the Companys financial debt was as follows:
IRSAs Debt (without APSA) |
Issue Currency |
Outstanding principal In equivalent US$ MM |
Rate | Maturity | ||||||||
Short-term debt |
AR$ | US$ | 12.10 | Float | Until Sept-09 | |||||||
Acquisition of shares in Palermo Invest S.A. |
US$ | US$ | 3.00 | 9.00 | % | Oct-09 | ||||||
Mortgage payable over Llao Llao |
US$ | US$ | 0.76 | 7.00 | % | Dec-09 | ||||||
Guaranteed loans for Argentine Hotels |
US$ | US$ | 5.56 | libor + 700 bps | Mar-10 | |||||||
Acquisition of the Edificio República building |
US$ | US$ | 33.56 | 12.00 | % | Apr-13 | ||||||
IRSAs Notes (Negotiable obligations) |
US$ | US$ | 150.00 | 8.50 | % | Feb-17 | ||||||
Total Debt |
US$ | 204.98 | ||||||||||
APSAs Debt |
Issue Currency |
Outstanding principal In equivalent US$ MM |
Rate | Maturity | ||||||||
Short-term debt |
AR$ | US$ | 27.70 | Float | Less than 180 days | |||||||
Tarshop Bank Loans |
AR$ | US$ | 14.41 | Float | Until May 2010 | |||||||
Acquisition of Beruti Plot |
US$ | US$ | 4.45 | 0.00 | % | Feb-10 | ||||||
Series I Notes |
US$ | US$ | 120.00 | (3) | 7.88 | % | May-17 | |||||
Series II Notes |
AR$ | US$ | 41.41 | (1) | 11.00 | % | Jun-12 | |||||
Total Debt |
US$ | 207.97 | ||||||||||
APSAs Convertible Notes(2) |
US$ | US$ | 15.49 | 10.00 | % | Jul-14 |
(1) | At March 31, 2008 Alto Palermo S.A. repurchased a principal amount equivalent to 4,818,000 of Series II Notes. |
(2) | It does not include 31,738,262 of APSAs Convertible Negotiable Obligations that are held by IRSA. |
(3) | Includes US$ 27,888,000 in principal amount held by IRSA and US$ 5,000,000 in principal amount held by APSA, which have been eliminated from the accounting as a result of its consolidation into IRSA. |
(4) | Exchange rate used: US$ 1 = Ps. 3.719 |
VI. Purchase of APSAs Notes
After the close of the nine-month period of fiscal 2009, IRSA purchased US$ 11.8 million in principal amount of APSAs Series I Notes, as well as a principal amount equivalent to US$ 15.1 million of APSAs Series II Notes.
VII. Brief comment on prospects for the next quarter
The deceleration of the economy has started to take its toll on the level of income derived from business activities in general, and our business segments do not stand aloof from this reality.
However, as concerns our Shopping Center segment in particular, our various shopping centers are uniquely attractive to our tenants, as has been shown by their willingness to join the new project that we expect to launch in the coming days: More than 94% of the leasable area of Dot Baires (the shopping center at Av. Gral. Paz. and Panamericana) has already been taken. We believe that given its location and commercial proposal, Dot Baires will add substantial value to our portfolio.
Another important component of our commercial strategy for maintaining the attractiveness of our shopping centers consists in launching marketing campaigns to attract customers and nationally and internationally recognized tenants. Therefore, we will continue to promote tenant diversification and to promote the participation of top brands in our shopping centers so as to offer our consumers the best products in the market. In this way, brands such as Salvatore Ferragamo, North Face and Starbucks have recently joined our proposal.
130
As concerns our Consumer Finance business, we will continue to take actions on those areas that call for an improvement in this segments operating and financial performance, taking measures aimed at stabilizing the business in light of the present economic scenario.
As concerns our lease office segment in Buenos Aires, we have recently noted certain caution among potential lessees regarding decisions to lease larger areas. However, we have agreed on a lease for our most recent addition to our portfolio, the Dique IV office building.
Regarding the Sales and Development segment, we will continue to make progress in the execution of the first project launched through the IRSA-CYRELA vehicle, in which sales have been booked for almost 100% of the units and work progress may be already perceived. As concerns our other future ventures, we will continue evaluating the appropriate moment to launch these projects.
131
Free translation from the original prepared in Spanish for publication in Argentina
Limited Review Report
To the Shareholders, President and Board of Directors of
IRSA Inversiones y Representaciones Sociedad Anónima
C.U.I.T.: 30-52532274-9
Legal address: Bolívar 108 1st floor
Autonomus City of Buenos Aires
1. | We have reviewed the balance sheet of IRSA Inversiones y Representaciones Sociedad Anónima at March 31, 2009, and the related statements of income, of changes in shareholders equity and of cash flows for the nine-month periods ended March 31, 2009 and 2008 and the supplementary notes 1 to 29 and exhibits A to I. Furthermore, we have reviewed the consolidated balance sheet of IRSA Inversiones y Representaciones Sociedad Anónima with its subsidiaries at March 31, 2009, and the consolidated statements of income and of cash flows for the nine-month periods ended March 31, 2009 and 2008, which are presented as supplementary information. These financial statements are the responsibility of the Companys management. |
2. | We conducted our review in accordance with standards established by Technical Resolution No. 7 of the Argentine Federation of Professional Councils of Economic Sciences for limited reviews of financial statements. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. |
3. | Based on our work and examinations of the financial statements of the Company and the consolidated financial statements for the years ended June 30, 2008 and 2007, on which we issued our unqualified report on September 8, 2008, we report that: |
a) | the financial statements of IRSA Inversiones y Representaciones Sociedad Anónima at March 31, 2009 and 2008 and its consolidated financial statements at those dates, set out in point 1, prepared in accordance with accounting standards prevailing in the Autonomous City of Buenos Aires, include all significant facts and circumstances of which we are aware and we have no observations to make on them. |
Free translation from the original prepared in Spanish for publication in Argentina
Limited Review Report (Cont.)
b) | the comparative information included in the basic and consolidated balance sheets and the supplementary notes and exhibits to the attached financial statements arise from the Company s financial statements at June 30, 2008. |
4. | In accordance with current regulations we report that: |
a) | the financial statements of IRSA Inversiones y Representaciones Sociedad Anónima and its consolidated financial statements have been transcribed to the Inventory and Balance Sheet Book and comply, as regards those matters that are within our competence, with the Corporations Law and pertinent resolutions of the National Securities Commission; |
b) | the financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from official accounting records carried in all formal respects in accordance with legal requirements that maintain the security and integrity conditions based on which they were authorized by the National Securities Commission; |
c) | we have read the business highlights and the additional information to the notes to the financial statements required by sect. 68 of the Buenos Aires Stock Exchange Regulations, on which, as regards those matters that are within our competence, we have no observations to make; and |
d) | at March 31, 2009, the debt accrued in favor of the Argentine Integrated Pension System according to the accounting records amounted to thousands of Ps. 320, none of which was claimable at that date. |
Autonomous City of Buenos Aires, May 12, 2009.
PRICE WATERHOUSE & Co. S.R.L.
(Partner) |
ABELOVICH, POLANO & ASOCIADOS S.R.L.
(Partner) | |
C.P.C.E.C.A.B.A. To 1 Fo 17 Andrés Suarez Public Accountant (U.B.A.) C.P.C.E.C.A.B.A. To 245 Fo 61 |
C.P.C.E.C.A.B.A. T° 1 F° 30 José Daniel Abelovich Public Accountant (U.B.A.) C.P.C.E.C.A.B.A. To 102 F° 191 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Buenos Aires, Argentina.
IRSA Inversiones y Representaciones Sociedad Anónima | ||||
By: | /S/ Saúl Zang | |||
Name: | Saúl Zang | |||
Title: | Vice Chairman of the Board of Directors | |||
Dated: May 19, 2009. |