United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
|
|
| Date of event requiring this shell company report _____________ |
Commission file number
IRSA Inversiones y Representaciones Sociedad Anónima |
(Exact name of Registrant as specified in its charter) |
(Translation of Registrant’s name into English) |
Republic of
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Tel.: +(
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12 (b) of the Act.
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
Global Depositary Shares, each representing ten shares of Common Stock |
|
| ||
|
|
| New York Stock Exchange* |
* | Not for trading, but only in connection with the registration of Global Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12 (g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. ☒
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Emerging growth company | |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
| International Accounting Standards Board included in this filing: ☒ |
| Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes ☐ No ☐
Please send copies of notices and communications from the Securities and Exchange Commission to:
Carolina Zang | Juan M. Naveira |
Zang Bergel Viñes Abogados | Simpson Thacher Bartlett LLP |
Florida 537, 18th Floor C1005AAK City of Buenos Aires Argentina | 425 Lexington Avenue New York, NY 10017 United States of America |
TABLE OF CONTENTS
|
| Page |
|
|
|
|
|
| i |
| |
| iii |
| |
| iv |
| |
| iv |
| |
| 1 |
| |
ITEM 1. Identity of Directors, Senior Management, Advisers and Auditors |
| 1 |
|
| 1 |
| |
| 1 |
| |
| 1 |
| |
| 1 |
| |
| 1 |
| |
| 1 |
| |
| 2 |
| |
| 44 |
| |
| 44 |
| |
| 54 |
| |
| 109 |
| |
| 109 |
| |
| 111 |
| |
| 111 |
| |
| 111 |
| |
| 136 |
| |
| 142 |
| |
| 142 |
| |
| 144 |
| |
| 146 |
| |
| 146 |
| |
| 153 |
| |
| 155 |
| |
| 155 |
| |
| 156 |
| |
| 157 |
| |
| 157 |
| |
| 160 |
| |
| 162 |
| |
| 163 |
| |
| 163 |
| |
| 170 |
| |
| 170 |
| |
| 170 |
| |
| 172 |
| |
| 172 |
| |
| 175 |
| |
| 175 |
| |
| 175 |
| |
| 175 |
| |
| 175 |
| |
| 175 |
| |
| 182 |
| |
| 182 |
| |
| 187 |
| |
| 190 |
|
| Table of Contents |
| 198 |
| |
| 199 |
| |
| 199 |
| |
| 199 |
| |
ITEM 11. Quantitative and Qualitative Disclosures About Market Risk |
| 199 |
|
ITEM 12. Description of Securities Other than Equity Securities |
| 199 |
|
| 199 |
| |
| 199 |
| |
| 200 |
| |
| 200 |
| |
| 201 |
| |
| 201 |
| |
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |
| 201 |
|
| 201 |
| |
| 203 |
| |
| 203 |
| |
| 203 |
| |
| 203 |
| |
| 203 |
| |
| 203 |
| |
B. Management’s Annual Report on Internal Control Over Financial Reporting |
| 203 |
|
C. Attestation Report of the Registered Public Accounting Firm |
| 204 |
|
| 204 |
| |
| 204 |
| |
| 204 |
| |
| 204 |
| |
| 204 |
| |
D. Exemption from the Listing Standards for Audit Committees |
| 206 |
|
E. Purchase of Equity Securities by the Issuer and its Affiliates |
| 206 |
|
| 207 |
| |
| 207 |
| |
| 209 |
| |
I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
| 209 |
|
| 210 |
| |
| 210 |
| |
| 210 |
| |
| 210 |
|
| Table of Contents |
GLOSSARY
Glossary of certain terms used in this Annual Report
Unless the context indicates otherwise, the following terms have the meanings shown below:
| · | “ADS” or “ADSs”: American Depositary Shares; |
| · | “AFIP”: Federal Administration of Public Revenue (Administración Federal de Ingresos Públicos); |
| · | “ANSES”: National Social Security Agency (Administración Nacional de la Seguridad Social); |
| · | “ARS, Pesos or Peso”: Argentine Pesos; |
| · | “Anti-Money Laundering Law”: Law No. 25,246, subsequently amended by, among others, Laws No. 26,087, 26,119, 26,268, 26,683, 26,733, 26,734 and Decree No. 27/2018; |
| · | “Argentine Government”: Federal government of Argentina; |
| · | “Audited Consolidated Financial Statements”: audited Consolidated Financial Statements as of June 30, 2023 and 2022 and for the years ended June 30, 2023, 2022 and 2021, and the notes thereto; |
| · | “BACS”: Banco de Crédito y Securitización S.A.; |
| · | “Banco Hipotecario”: Banco Hipotecario S.A.; |
| · | “BASE”: Buenos Aires Stock Exchange; |
| · | “Board of Directors”: the board of directors of IRSA Inversiones y Representaciones S.A.; |
| · | “ByMA”: Argentine stock exchange and markets (Bolsas y Mercados Argentinos S.A.); |
| · | “Caja de Valores”: Caja de Valores S.A.; |
| · | “CCI”: Consumer Confidence Index; |
| · | “Central Bank”: The Argentine Central Bank (Banco Central de la República Argentina); |
| · | “CML”: Capital Markets Law No. 26,831, as amended by, among others, Law 27,440; |
| · | “CNDC”: National Competition Authority (Comisión Nacional de Defensa de la Competencia); |
| · | “CNV”: The Argentine National Securities Commission (Comisión Nacional de Valores); |
| · | “CNV Rules”: the rules issued by the CNV; |
| · | “Code”: Internal Revenue Code of 1986, as amended; |
| · | “CODM”: Chief Operating Decision Maker; |
| · | “Consumer Protection Law”: Argentine Law No. 24,240; |
| · | “Corporate Criminal Liability Law”: Corporate Criminal Liability Law No. 27,401; |
| · | “Covid-19”: the novel coronavirus, pneumonia originating in Wuhan, China; |
| · | “COPREC”: Preliminary Conciliation Service for Consumer Relationships (Servicio de Conciliación Previa en las Relaciones de Consumo); |
| · | “CPI”: Cumulative Variation of the Consumers Prices Index; |
| · | “CPF”: Collective Promotion Fund; |
| · | “Credit Card Law”: Law No. 25,065, as amended by Law No. 26,010 and Law No. 26,361; |
| · | “CRESUD”: Cresud S.A.C.I. F. y A.; |
| · | “CSJN”: Supreme Court (Corte Suprema de Justicia de la Nación); |
| · | “Deposit Agreement”: the deposit agreement, dated as of as of May 24, 1994, as amended and restated as of December 12, 1994, as amended and restated as of November 15, 2000, between us and the GDS Depositary |
| · | “Dolphin B.V”: Dolphin Netherlands B.V.; |
| · | “Edenor”: Empresa Distribuidora y Comercializadora Norte S.A.; |
| · | “EMAE”: Monthly estimate of economic activity; |
| · | “EOH”: Hotel Vacancy Survey (Encuesta de Ocupación Hotelera); |
| · | “EU”: European Union; |
| · | “Exchange Act”: United States Securities Exchange Act of 1934, as amended; |
| · | “Fair Price Provision”: fair price provision included to the Company’s bylaws; |
| · | “FCPA”: U.S. Foreign Corrupt Practices Act of 1977; |
| · | “FPC”: Building administration expenses and collective promotion funds (Fondo de Promoción Colectiva); |
| · | “GCBA”: Government of the Autonomous City of Buenos Aires (Gobierno de la Ciudad Autónoma de Buenos Aires); |
| · | “GCDI”: GCDI S.A.; |
| · | “GDP”: Gross Domestic Product; |
| · | “GDRs”: Global Depositary Receipts, which represent the GDSs; |
| i |
| Table of Contents |
| · | “GDSs”: Global Depositary Shares each representing 10 shares of our common stock, issued pursuant to the Deposit Agreement; |
| · | “GDS Depositary”: The Bank of New York; |
| · | “GLA”: Gross Leasable Area; |
| · | “HASAU”: Hoteles Argentinos S.A.U.; |
| · | “IAS 29”: Financial Reporting in Hyperinflationary Economies; |
| · | “IASB”: International Accounting Standards Board; |
| · | “ICSID”: International Centre for Settlement of Investment; |
| · | “IFRS”: International Financial Reporting Standards; |
| · | “IGJ”: Public Registry of Commerce of the City of Buenos Aires (Inspección General de Justicia); |
| · | “IMF”: International Money Fund; |
| · | “Income Tax Law”: Law No. 20,628, as amended; |
| · | “INDEC”: National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos); |
| · | “IPC”: Consumer Price Index (Índice de Precios al Consumidor); |
| · | “IRS”: Internal Revenue Service; |
| · | “IRSA” or “the Company”: IRSA Inversiones y Representaciones S.A.; |
| · | “IRSA CP”: IRSA Propiedades Comerciales S.A.; |
| · | “LGS”: Argentine General Corporation Law No. 19,550 (Ley General de Sociedades); |
| · | “MAE”: Mercado Abierto Electrónico S.A.; |
| · | “MERCOSUR”: Common Market of the South; |
| · | “Metropolitan”: Metropolitan 885 3rd Ave; |
| · | “MULC”: Foreign Exchange Market (Mercado Único y Libre de Cambios); |
| · | “m2, or “sqm”: Standard measure of area in the real estate market in Argentina is the square meters; |
| · | “NIS”: Israel Currency; |
| · | “NYSE”: New York Stock Exchange; |
| · | “Official Gazette”: Official Gazette of Argentina (Boletín Oficial de la República Argentina); |
| · | “Pamsa”: Panamerican Mall S.A.; |
| · | ·“Paris Club 2014 Settlement Agreement”: settlement agreement reached by Argentina with the Paris Club members on May 29, 2014; |
| · | “PASO”: Mandatory and simultaneous open primary elections (Elecciones primarias abiertas simultáneas y obligatorias); |
| · | “PEN”: National Executive Branch (Poder Ejecutivo Nacional); |
| · | “PFIC”: Passive Foreign Investment Company; |
| · | “PROCREAR”: Argentine Bicentennial Credit Program for Single Family Housing (“Programa de Crédito Argentino del Bicentenario para la Vivienda Única Familiar”); |
| · | “Program”: Global Note Program for the issuance of simple, non-convertible, unconditional notes, secured or unsecured, to be paid in cash and/or in kind for a maximum outstanding amount of up to USD 750,000,000 or its equivalent in other currencies or value units, as approved by the shareholders’ meeting dated March 20, 2019; |
| · | “Real Estate Registry”: Argentine Real Estate Property Registry (Registro de la Propiedad Inmueble); |
| · | “Restructuring Unit Law”: Law No. 26,177; |
| · | “SAF Agreement”: agreement executed between Argentina and the IMF on January 28, 2022 to refinance indebtedness; |
| · | “SEC”: United States Securities and Exchange Commission; |
| · | “Securities Act”: U.S. Securities Act of 1933, as amended; |
| · | “TAP”: Tax on Personal Assets; |
| · | “UIF”: Financial Information Unit (Unidad de Información Financiera); |
| · | “U.S.”: United States of America; |
| · | “USD and/or U.S. dollars”: U.S. currency; |
| · | “VAT”: Value Added Tax; |
| · | “WEO”: World Economic Outlook, prepared by IMF; |
| · | “YPF”: Yacimientos Petrolíferos Fiscales S.A.; |
| · | “2013 COSO Report”: Integrated Framework-Internal Control issued by the Committee of Sponsoring Organizations of the Treadway Commission; |
| · | “2022 Plan”: the terms and conditions for the acquisition of the common shares issued by the Company approved on March 11, 2022 by the Board of Directors; |
| · | “2023 Plan”: the terms and conditions for the acquisition of the common shares issued by the Company approved on June 15, 2023 by the Board of Directors. |
| ii |
| Table of Contents |
DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains and incorporates by reference statements that constitute estimates and forward-looking statements. The words “believe,” “will,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “should,” “plans,” “expects,” “predicts,” “potential,” “seek” and similar words or phrases, or the negative of these terms or other similar expressions, are intended to identify estimates and forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
We have based these forward-looking statements on our current beliefs, expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. The risks and uncertainties that may affect our forward-looking statements include, among others, the following:
| · | changes in general economic, financial, business, political, legal, social or other conditions in Argentina (including as a result of the presidential, provincial and congressional elections which will take place in Argentina on October 22, 2023), Latin America, other developed and/or emerging markets; |
|
|
|
| · | changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina, including volatility in domestic and international financial markets; |
|
|
|
| · | inflation and interest rates; |
|
|
|
| · | impact of the variants of Covid-19 and the spread of other infectious diseases on our business; |
|
|
|
| · | fluctuations in the exchanges rates of the Peso and in the prevailing interest rates in Argentina; |
|
|
|
| · | increases in financing costs or our inability to obtain additional financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities; |
|
|
|
| · | current and future regulation and changes in law or in the interpretation by courts; |
|
|
|
| · | price fluctuations in the real estate market; |
|
|
|
| · | political, civil and armed conflicts; |
|
|
|
| · | risks related to climate change; |
|
|
|
| · | adverse legal or regulatory disputes or proceedings; |
|
|
|
| · | fluctuations in the aggregate principal amount of Argentine public debt outstanding and default on Argentina’s of sovereign debt; |
|
|
|
| · | the impact of the agreement with the IMF and the restructuring of Argentina’s sovereign debt with the IMF and the Paris Club; |
|
|
|
| · | governmental intervention in the private sector and in the economy, including through nationalization, expropriation, labor regulation or other actions; |
|
|
|
| · | restrictions on transfer of foreign currencies and other exchange controls; |
| iii |
| Table of Contents |
| · | increased competition in the shopping mall sector, office or other commercial properties and related industries; |
|
|
|
| · | potential loss of significant tenants at our shopping malls, offices or other commercial properties; |
|
|
|
| · | our ability to take advantage of opportunities in the real estate market on a timely basis; |
|
|
|
| · | restrictions on energy supply or fluctuations in prices of utilities in the Argentine market; |
|
|
|
| · | our ability to meet our debt obligations; |
|
|
|
| · | shifts in consumer purchasing habits and trends; |
|
|
|
| · | technological changes and our potential inability to implement new technologies; |
|
|
|
| · | deterioration of regional, national or global businesses and economic conditions; |
|
|
|
| · | the integration of any acquisitions and the failure to realize expected synergies; |
|
|
|
| · | the implementation of a possible tax reform and/or an increase and/or creation of taxes; |
|
|
|
| · | changes in current regulations related to urban and commercial leases; |
|
|
|
| · | incidents of government corruption that adversely impact the development of our real estate projects; |
|
|
|
| · | fluctuations and declines in the exchange rate of the Peso and the U.S. dollar against other currencies; and |
|
|
|
| · | the risk factors discussed under “Risk Factors”. |
Forward-looking statements refer only to the date of this Annual Report, and neither we undertake any obligation to update or revise any estimate or forward-looking statement due to new information, future events or otherwise. Additional factors or events affecting our business may emerge from time to time, and we cannot predict all of these factors or events, nor can we assess the future.
AVAILABLE INFORMATION
We file annual and current reports and other information with the United States Securities and Exchange Commission (“SEC”). You may obtain any report, information or other document we file electronically with the SEC at the SEC’s website (http://www.sec.gov) or at our website (http://www.irsa.com.ar). The information contained in our website does not form part of this Annual Report.
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
In this annual report (the “Annual Report”), references to “IRSA,” the “Company,” “we,” “us” and “our” means IRSA Inversiones y Representaciones Sociedad Anónima and its consolidated subsidiaries, unless the context otherwise requires, or where we make clear that such term refers only to IRSA and not to its subsidiaries.
References to “GDSs” are to the Global Depositary Shares, each representing 10 shares of our common stock, issued pursuant to the Deposit Agreement, between us, The Bank of New York, as depositary (the “GDS Depositary”), and the owners and holders of the GDSs issued from time to time thereunder, and references to “GDRs” are to the Global Depositary Receipts, which represent the GDSs.
| iv |
| Table of Contents |
Financial Statements
We prepare and maintain our financial books and records in Pesos (as defined below in section “—Currency”) and in accordance with IFRS, as issued by the IASB and the CNV Rules. Our fiscal year begins on July 1 of each year and ends on June 30 of each year thereafter.
Our audited Consolidated Financial Statements as of June 30, 2023 and 2022 and for the years ended June 30, 2023, 2022 and 2021, and the notes thereto (our “Audited Consolidated Financial Statements”) are set forth on pages F-1 through F-90 of this Annual Report.
Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 19, 2023 and have been audited by Price Waterhouse Co S.R.L.,Argentina, member of PricewaterhouseCoopers International Limited, an independent registered public accounting firm whose report is included herein.
Functional and Presentation Currency; Adjustment for Inflation
Our functional and presentation currency is the Argentine Peso, and our Audited Consolidated Financial Statements included in this Annual Report are presented in Argentine Pesos.
IAS 29 requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be measured in terms of the current unit of measurement at the closing date of the financial statements, regardless of whether they are based on the historical cost method or the current cost method. This requirement also includes the comparative information of the financial statements.
In order to conclude that an economy is “hyperinflationary,” IAS 29 outlines a series of factors, including the existence of an accumulated inflation rate in three years that is approximately or exceeds 100%. As of July 1, 2018, Argentina reported a cumulative three-year inflation rate greater than 100% and therefore financial information published as from that date should be adjusted for inflation in accordance with IAS 29. Therefore, our Audited Consolidated Financial Statements and the financial information included in this Annual Report have been stated in terms of the measuring unit current at the end of the reporting year. For more information, see section “Financial Statements” above and Note 2.1 to our Audited Consolidated Financial Statements.
See Note 2.2 to our Audited Consolidated Financial Statements for more information about the adoption of new standards.
Currency
Unless otherwise specified or the context otherwise requires, references in this Annual Report to “Peso,” “Pesos” or “ARS” are to Argentine pesos, and references to “U.S. dollars,” “dollars” or “USD” are to United States dollars.
We have translated some of the Peso amounts contained in this Annual Report into U.S. dollars for convenience purposes only. Unless otherwise specified or the context otherwise required, the rate used to convert Peso amounts to U.S. dollars is the seller exchange rate quoted by Banco de la Nación Argentina of ARS 256.70 per USD 1.00 as of June 30, 2023. The average seller exchange rate for fiscal year 2023, quoted by Banco de la Nación Argentina was ARS 179.84. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 350.10 per USD 1.00 as of October 18, 2023. The U.S. dollar-equivalent information presented in this Annual Report is provided solely for the convenience of the reader and should not be construed as implying that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Item 3. Key Information—A1. Local Exchange Market and Exchange Rates” and “Risk Factors—Risks relating to Argentina—Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of our operations.”
| v |
| Table of Contents |
Certain Measurements
In Argentina, the standard measure of area in the real estate market is the square meters (“m2”, or “sqm”), while in the United States and certain other jurisdictions the standard measure of area is the square foot (sq. ft.). All units of area shown in this Annual Report (e.g., gross leasable area of buildings (GLA)), and size of undeveloped land) are expressed in terms of sqm. One sqm is equal to approximately 10.8 square feet. One hectare is equal to approximately 10,000 sqm and to approximately 2.47 acres.
As used in this Annual Report, GLA in the case of shopping malls refers to the total leasable area of the properties, regardless of our ownership interest in such properties (excluding common areas and parking areas and space occupied by supermarkets, hypermarkets, gas stations and co-owners, except where specifically stated otherwise).
Rounding Adjustments
Certain figures which appear in this Annual Report (including percentage amounts) and in our financial statements have been subject to rounding adjustments for ease of presentation. Accordingly, figures shown for the same category presented in different tables or different parts of this Annual Report and in our financial statements may vary slightly, and figures shown as totals in certain tables may not be arithmetic aggregation of the figures that precede them.
Economic, Industry and Market Data
Economic, industry and market data and other statistical information included or incorporated by reference into this Annual Report is based on data compiled by us from internal sources and based on publications such as Bloomberg, the International Council of Shopping Centers, the Argentine Chamber of Shopping Centers (Cámara Argentina de Shopping Centers), and the INDEC. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness.
| vi |
| Table of Contents |
PART I
ITEM 1. Identity of Directors, Senior Management and Advisers
This item is not applicable.
ITEM 2. Offer Statistics and Expected Timetable
This item is not applicable.
ITEM 3. Key Information
A. Reserved
A.1. Local Exchange Market and Exchange Rates
The Argentine government has established a series of exchange control measures that restrict the free flow of currency and the transfer of funds abroad. These measures significantly curtail access to the MULC by both individuals and private sector entities. This makes it necessary, among other things, to obtain prior approval from the Central Bank to enter into certain foreign exchange transactions such as payments relating to royalties, services or fees payable outside Argentina. For more information about exchange controls see, “Item 10. Additional Information—D. Exchange Controls”.
The following table shows the maximum, minimum, average and closing exchange rates for each applicable period to purchases of U.S. dollars.
|
| Maximum (1) (2) |
|
| Minimum (1) (3) |
|
| Average (1) (4) |
|
| At closing (1) |
| ||||
Fiscal year ended: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
June 30, 2021 |
|
| 95.62 |
|
|
| 70.42 |
|
|
| 83.81 |
|
|
| 95.62 |
|
June 30, 2022 |
|
| 125.13 |
|
|
| 95.66 |
|
|
| 105.27 |
|
|
| 125.13 |
|
June 30, 2023 |
|
| 256.50 |
|
|
| 125.35 |
|
|
| 179.71 |
|
|
| 256.50 |
|
Month ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2023 |
|
| 275.05 |
|
|
| 257.70 |
|
|
| 266.23 |
|
|
| 275.05 |
|
August 31, 2023 |
|
| 349.60 |
|
|
| 275.95 |
|
|
| 321.75 |
|
|
| 349.50 |
|
September 30, 2023 |
|
| 349.60 |
|
|
| 349.45 |
|
|
| 349.50 |
|
|
| 349.45 |
|
October, 2023 (through October 18, 2023) |
|
| 349.60 |
|
|
| 349.45 |
|
|
| 349.56 |
|
|
| 349.60 |
|
Source: Banco de la Nación Argentina
(1) | Average between the offer exchange rate and the bid exchange rate according to Banco de la Nación Argentina’s foreign currency exchange rate. |
(2) | The maximum exchange rate appearing in the table was the highest end-of-month exchange rate in the year or shorter period, as indicated. |
(3) | The minimum exchange rate appearing in the table was the lowest end-of-month exchange rate in the year or shorter period, as indicated. |
(4) | Average exchange rates at the end of the month. |
B. Capitalization and Indebtedness
This section is not applicable.
C. Reasons for the Offer and Use of Proceeds
This section is not applicable.
| 1 |
| Table of Contents |
D. Risk Factors
Summary of Risk Factors
The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk Factors” in this Annual Report for a more thorough description of these and other risks:
Risks Relating to Argentina
| · | We depend on macroeconomic and political conditions in Argentina. |
|
|
|
| · | The impact of the next presidential, congressional and provincial elections on the future economic and political environment of Argentina remains uncertain. |
|
|
|
| · | Economic and political developments in Argentina, and future policies of the Argentine Government may adversely affect the Argentine economy and the sectors in which we perform our activities. |
|
|
|
| · | Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of operations. |
|
|
|
| · | High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy. |
|
|
|
| · | Argentina’s ability to obtain financing in the international capital markets is limited, which may impair our ability to access international credit markets to finance our operations in Argentina. |
|
|
|
| · | Fluctuations in the value of the Peso could adversely affect the Argentine economy as well as our financial condition and results of operations. |
|
|
|
| · | The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities. |
|
|
|
| · | The operating costs of the Company could increase as a result of the promotion or adoption of certain measures by the Argentine Government as well as pressure from union sectors. |
Risks Relating to our Business
| · | We are subject to risks inherent to the operation of shopping malls that may affect our profitability. |
|
|
|
| · | We could be adversely affected by decreases in the value of our investments. |
|
|
|
| · | Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding. |
| 2 |
| Table of Contents |
| · | Our assets are highly concentrated in certain geographic areas and an economic downturn in such areas could have a material adverse effect on our results of operations and financial condition. |
|
|
|
| · | The loss of tenants could adversely affect our operating revenue and value of our properties. |
|
|
|
| · | We may face risks associated with acquisitions of properties, our future acquisitions may not be profitable and the properties we acquire may be subject to unknown liabilities. |
|
|
|
| · | Some of the land we have purchased is not zoned for development purposes, and we may be unable to obtain, or may face delays in obtaining, the necessary zoning permits and other authorizations. |
|
|
|
| · | The increasingly competitive real estate sector in Argentina may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises. |
Risks Relating to our Investment in Banco Hipotecario
| · | The short-term structure of the deposit base of the Argentine financial system, including Banco Hipotecario, could lead to a reduction in liquidity levels and limit the long-term expansion of financial intermediation. |
|
|
|
| · | Banco Hipotecario issues debt in the local and international capital markets as one of its sources of funding and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding. |
|
|
|
| · | The asset quality of financial institutions is exposed to the non-financial public sector’s and Central Bank’s indebtedness. |
|
|
|
| · | Banco Hipotecario operates in a highly regulated environment and its operations are subject to capital controls regulations adopted by several regulatory agencies. |
Risks Relating to our GDSs and Common Shares
| · | Shares eligible for sale could adversely affect the price of our common shares and GDSs. |
|
|
|
| · | If we issue additional equity securities in the future, you may suffer dilution, and trading prices for our equity securities may decline. |
|
|
|
| · | We are subject to certain different corporate disclosure requirements and accounting standards than domestic issuers of listed securities in the United States. |
|
|
|
| · | Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment. |
|
|
|
| · | Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions and our ability to pay dividends is limited by law and our by-laws. |
|
|
|
| · | Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the GDSs. |
|
|
|
| · | The warrants are exercisable under limited circumstances and will expire. |
| 3 |
| Table of Contents |
Risk Factors
You should carefully consider the risks described below, in addition to the other information contained in this Annual Report, before making an investment decision. We also may face additional risks and uncertainties not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect our business. In general, you take more risk when you invest in securities of issuers in emerging markets, such as Argentina, than when you invest in securities of issuers in the United States, and certain other markets. You should understand that an investment in our common shares and GDSs involves a high degree of risk, including the possibility of loss of your entire investment.
Risks Relating to Argentina
We depend on macroeconomic and political conditions in Argentina.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. Sustainable economic growth in Argentina depends on a variety of factors including the international demand for Argentine exports, the stability and competitiveness of the Peso against foreign currencies, confidence among consumers and foreign and domestic investors and a stable rate of inflation, national employment levels and the circumstances of Argentina’s regional trade partners. The Argentine macroeconomic environment, in which we operate, remains vulnerable, as reflected by the following economic conditions: (i) according to the data published by the INDEC in 2022 and 2023, for the fiscal years ended June 30, 2021 and 2022, Argentina’s real GDP increased by 10.4% compared to the year ended June 30, 2020, and increased by 5.2% compared to the year ended June 30, 2021, respectively; (ii) continued increases in public expenditures have resulted and could continue to result in fiscal deficit and affect economic growth; (iii) inflation remains high and may continue at those levels in the future; (iv) investment as a percentage of GDP remains low to sustain the growth rate of the past decades; (v) protests or strikes may adversely affect the stability of the political, social and economic environment and may negatively impact the global financial market’s confidence in the Argentine economy; (vi) energy or natural gas supply may not be sufficient to supply increased industrial activity (thereby limiting industrial development) and consumption; (vii) unemployment and informal employment remain high; and (viii) the Argentine Government’s economic expectations may not be met and the process of restoring the confidence in the Argentine economy may take longer than anticipated.
As in the recent past, Argentina’s economy may be adversely affected if political and social pressures inhibit the implementation by the Argentine Government of policies designed to control inflation, generate growth and enhance consumer and investor confidence, or if policies implemented by the Argentine Government that are designed to achieve these goals are not successful. These events could materially affect our financial condition and results of operation or cause the market value of our GDSs and our common shares to decline. Moreover, Argentina’s economic growth was severely impacted as a consequence of the Covid-19 pandemic. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina—The impact of the next presidential, congressional and provincial elections on the future economic and political environment of Argentina remains uncertain.”
We cannot assure you that a decline in economic growth will not adversely affect our business, financial condition or results of operation and cause the market value of our GDSs and our common shares to decline.
The impact of the next presidential, congressional and provincial elections on the future economic and political environment of Argentina remains uncertain.
The Argentine economy is subject to the effects of uncertainty over political developments in Argentina. On October 22, 2023, Argentina will hold presidential, provincial and congressional elections. As a result of these elections, the President of Argentina, the head of the government of the CABA, the governors of certain Argentine provinces, half of the members of the Congress and one third of the members of the Senate and other positions, such as provincial legislators, mayors and municipal councilors, will be elected.
| 4 |
| Table of Contents |
Prior to such elections, the PASO elections were held on August 13, 2023. The PASO elections are meant to elect the definitive candidates of each party to be voted in the general election in October 2023. As a result of the PASO elections, the candidates appointed by the parties obtained these results: (i) “La Libertad Avanza” obtained 29.9% of the votes; (ii) “Juntos por el Cambio” obtained 28.0% of the votes; and (iii) “Unión por la Patria” obtained 27.3% of the votes. General elections will be held throughout the country on October 22, 2023, which will define who will be the future President of Argentina.
Electoral uncertainty could lead to high volatility in Argentine financial markets, and uncertainty regarding political developments and the policies the Argentine Government may adopt or alter may have material adverse effects on the macroeconomic environment in Argentina, as well as on businesses operating in Argentina, including ours.
On October 10, 2023, the IMF released its World Economic Outlook (“WEO”) report where it estimates that by the end of 2023 Argentina’s GDP will decrease 2.5% compared to 2022 and estimates that inflation will stand at 135.7%. The persistent inflation and lower growth could exacerbate social discontent and weaken political support, causing difficulties in implementing the planned subsidies and social assistance reforms and in securing debt rollover rates.
No assurances can be made as to the policies that may be implemented by a new Argentine Government, or that political developments in Argentina will not adversely affect the Argentine economy and our business, financial condition and results of operations. In addition, we cannot assure you that future economic, regulatory, social and political developments in Argentina will not impair our business, financial condition, or results of operations, or cause the market value of our GDSs and our common shares to decline.
Economic and political developments in Argentina, and future policies of the Argentine Government may adversely affect the Argentine economy and the sectors in which we perform our activities
The Argentine Government has historically exercised significant influence over the economy, and our Company has operated in a highly regulated environment. In the recent past, the Argentine Government has directly intervened in the economy, including through the implementation of expropriation and nationalization measures, price controls and exchange controls.
In the future, the Argentine Government may introduce new exchange controls and/or strengthen the existing ones, create restrictions on transfers to other countries, restrictions to capital movement or other measures in response to an eventual capital flight or a significant depreciation in the Peso, measures that can, in turn, affect our ability to access the international capital markets. In the event of any economic, social or political crisis, companies operating in Argentina may face the risk of strikes, expropriation, nationalization, mandatory amendment of existing contracts, and changes in taxation policies, including tax increases and retroactive tax claims. In addition, Argentine courts have sanctioned modifications on rules related to labor matters, requiring companies to assume greater responsibility for the assumption of costs and risks associated with subcontracted labor and the calculation of salaries, severance payments and social security contributions. Since we operate in a context in which the governing law and applicable regulations change frequently, in part as the result of changes in government administrations, it is difficult to predict if and how our activities will be affected by such changes (See “—The impact of the next presidential, congressional and provincial elections on the future economic and political environment of Argentina remains uncertain.”)
On September 1, 2019, as a result of the economic instability and uncertainty, the depreciation of the Argentine Peso and rising inflation rates, the former Argentine administration and the Central Bank adopted a series of measures reinstating foreign exchange controls. Following the change in government, the new administration extended the validity of such measures and established further restrictions by means of the enacted Social Solidarity and Productive Reactivation Law N° 27.541, including a new tax on certain transactions involving the purchase of foreign currency by both Argentine individuals and entities. Additional volatility, appreciation or depreciation of the Peso against the U.S. dollar or reduction of the Central Bank’s reserves because of currency intervention could adversely affect the Argentine economy and our ability to service our debt obligations and could affect the value of our GDSs and our common shares. We cannot assure you that the official exchange rate will not fluctuate significantly in the future. There can be no assurances regarding future modifications to exchange controls. Exchange controls could adversely affect our financial condition or results of operations and our ability to meet our foreign currency obligations and execute our financing plans. For more information, please see “Item 10. Additional Information – D. Exchange Controls”.
| 5 |
| Table of Contents |
The success of these measures or other measures that the Central Bank may implement in the future, are subject to uncertainty and any further depreciation of the Argentine Peso, further inflation or our inability to acquire foreign currency could have a material adverse effect on our financial condition and results of operations. We cannot predict the effectiveness of these measures. We cannot predict whether, and to what extent, the value of the Argentine Peso may depreciate or appreciate against the U.S. dollar or other foreign currencies, and how these uncertainties will affect our businesses. Furthermore, no assurance can be given that, in the future, no additional currency or foreign exchange restrictions or controls will be imposed. Existing and future measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. We cannot predict how these conditions will affect our ability to meet our liabilities denominated in currencies other than the Argentine Peso. Any restrictions on transferring funds abroad imposed by the government could undermine our ability to pay dividends on our GDSs or make payments (of principal or interest) under our outstanding indebtedness in U.S. dollars, as well as to comply with any other obligation denominated in foreign currency.
In this context, in the PASO elections held on August 13, 2023, the political party “La Libertad Avanza” obtained the highest percentage of the votes (29.9%). Javier Milei is the leader of this political party and, if elected president, he proposes a plan to dollarize the Argentine economy, among other measures (such as potentially closing the Central Bank). This could have a negative effect on the country’s economy. We cannot predict what impact it will have on our business, financial condition, or results of operations.
We cannot affirm that the Argentine economic, regulatory, social and political framework or the policies or measures that the Argentine Government adopts or may adopt, will not adversely affect the market value of our GDSs, our business, financial condition and/or results of operation.
Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and results of operations.
Historically, high rates of inflation have undermined the Argentine economy and the Argentine Government’s ability to foster conditions for stable growth. High rates of inflation may also undermine Argentina’s competitiveness in international markets and adversely affect economic activity and employment, as well as our business, financial condition and results of operations.
Argentina has confronted inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors. The National CPI variation was 94.8% in 2022, 50.9% in 2021 and 36.1% in 2020. On July 7, 2023, the Central Bank announced that the new inflation estimates for 2023, 2024 and 2025 are 142.4%, 105.0% and 54.8%, respectively, pursuant to its survey of market expectations (Relevamiento de Expectativas de Mercado) which was carried out between June 28 and June 30, 2023. After the PASO elections, the Argentine Government devalued the Peso by 22%, and this devaluation, which is expected to continue until October 2023, is immediately reflected in prices and the inflation rate, which was 12.7% as of September, 2023. The Argentine Government’s adjustments to electricity and gas tariffs, as well as the increase in the price of gasoline have affected prices, creating additional inflationary pressure. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected.
A high inflation rate or a hyperinflationary process affects Argentina’s foreign competitiveness by diluting the effects of the Peso depreciation, negatively impacting employment and the level of economic activity and undermining confidence in Argentina’s banking system, which may further limit the availability of domestic and international credit to businesses. In turn, a portion of the Argentine debt continues to be adjusted by the CER, a currency index, that is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in the Argentine external debt and consequently in Argentina’s financial obligations, which could exacerbate the stress on the Argentine economy. The efforts undertaken by the Argentine Government to reduce inflation have not achieved the desired results. A continuing inflationary environment could undermine our results of operation, adversely affect our ability to finance the working capital needs of our businesses on favorable terms and our results of operation and cause the market value of our GDSs and our common shares to decline.
| 6 |
| Table of Contents |
There is uncertainty regarding the effectiveness of the policies implemented by the Argentine Government to reduce and control inflation and the potential impact of those policies. An increase in inflation may adversely affect the Argentine economy, which in turn may have a negative impact on our financial condition and results of operation.
There can be no assurances that inflation rates will not continue to escalate in the future or that the measures adopted or that may be adopted by the Argentine Government to control inflation will be effective or successful. High rates of inflation remain a challenge for Argentina. Significant increases in the rates of inflation could have a material adverse effect on Argentina’s economy and in turn could increase our costs of operation, in particular labor costs, and may negatively affect our business, financial condition and results of operations.
High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy.
During recent years, the Argentine Government has substantially increased public spending. Argentina recorded a primary deficit of 6.5%, 3.0% and 2.4% of GDP in 2020, 2021 and 2022, respectively. If government spending continues to outpace fiscal revenue, the fiscal deficit is likely to increase.
The Argentine Government’s ability to access the long-term financial markets to finance such increased spending is limited given the high levels of public sector indebtedness. The inability to access the capital markets to fund its deficit or the use of other sources of financing may have a negative impact on the economy and, in addition, could limit the access to such capital markets for Argentine companies, which could adversely affect our business, financial condition and results of operations.
Argentina’s ability to obtain financing in the international capital markets is limited, which may impair our ability to access international credit markets to finance our operations in Argentina.
Argentina’s history of defaults on its external debt and the protracted litigation with holdout creditors may reoccur in the future and prevent Argentine companies such as us from accessing the international capital markets readily or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, results of operation, financial condition, the value of our securities, and our ability to meet our financial obligations. Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt in exchange offers in 2005 and again in 2010. Holders of approximately 93% of Argentina’s defaulted debt participated in the exchanges, but a number of bondholders held out from the exchange offers and pursued legal actions against Argentina. The Argentine Government settled several agreements with the defaulted bondholders, ending more than 15 years of litigation. In addition, in August 2020, the Argentine Government successfully negotiated the debt restructuring of Argentine bonds representing approximately USD 65 billion owed to several bondholders.
On January 28, 2022, Argentina signed an agreement with the IMF (the “SAF Agreement”) to refinance indebtedness for more than USD 40 billion, which Argentina originally incurred with the IMF in 2018. Argentina and the IMF agreed on certain measures related to the reduction of public spending and subsidy rates, focused on the energy sector. The agreement was approved by the Argentinean Congress and by the Board of the IMF. Among other points, an economic and monetary policy was established, where the IMF will be the co-director, carrying out quarterly audits on Argentina’s finances and economic development.
On September 19, 2022, IMF staff and the Argentine authorities reached an agreement on an updated macroeconomic framework and associated policies needed to complete the second review under the SAF Agreement. The agreement was subject to approval by the IMF Executive Board. Upon completion of the review, Argentina would have access to about USD 3.9 billion. Most of the quantitative program targets through end-June 2022 were met, with the exception of the net international reserves floor, mainly due to higher-than-programmed import volume growth and delays in external official support. The agreement was halted due to a period of volatility in the foreign exchange and bond markets and certain measures were taken to correct earlier setbacks and rebuild credibility. On March 13, 2023, the IMF approved the fourth revision of the SAF Agreement and authorized the disbursement of approximately USD 5.3 billion. On August 23, 2023, the IMF approved the fifth and sixth revisions to the SAF Agreement, resulting in a new disbursement of USD 7.5 million.
| 7 |
| Table of Contents |
On March 13, 2020, the Minister of Economy addressed a letter to the Paris Club members expressing Argentina’s decision to postpone until May 5, 2021 the USD 2,100 million payment originally due on May 5, 2020, in accordance with the terms of the settlement agreement reached with the Paris Club members on May 29, 2014 (the “Paris Club 2014 Settlement Agreement”). On April 7, 2020, the Minister of Economy sent the Paris Club members a proposal to modify the existing terms of the Paris Club 2014 Settlement Agreement, mainly seeking an extension of the maturity dates and a significant reduction in the interest rate. On June 22, 2021, Argentina’s Minister of Economy announced that the Argentine Government obtained a “time bridge” within the framework of the Paris Club negotiations, consequently avoiding default. Pursuant to such agreements, Argentina should have reached a restructuring agreement with the Paris Club members by March 31, 2022. However, on March 31, 2022, such agreement was extended until July 31, 2022 and, on May 31, 2022, it was further extended until September 30, 2024.
On October 28, 2022, the Minister of Economy announced a new agreement with the Paris Club. The agreement is an addendum to the Paris Club 2014 Settlement Agreement and recognizes a principal amount of USD 1,971 million, extending a repayment period of thirteen semi-annual installments, starting in December 2022 and to be finally cancelled in September 2028. Pursuant to this new agreement, the interest rate was improved from 9% to 3.9% in the first three installments, with a gradual increase to 4.5%. The payment profile implies an average semi-annual payment of USD 170 million (principal and interest included). Over the next two years, Argentina will repay 40% of the principal due.
A breach of the aforementioned agreements could affect the ability of Argentina and our ability to obtain credit. Our company cannot predict how this agreement and the policies developed based on it will impact Argentina’s ability to access international capital markets (and indirectly in our ability to access those markets), in the Argentine economy or in our economic and financial situation or in our capacity to extend the maturity dates of our debt or other conditions that could affect our results and operations or businesses.
Fluctuations in the value of the Peso could adversely affect the Argentine economy as well as our financial condition and results of operations.
Significant fluctuation in the exchange rate of the Peso against foreign currencies may adversely affect the Argentine economy as well as our financial condition and results of operations. The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. We cannot predict whether and to what extent the value of the Peso could depreciate or appreciate against the U.S. dollar and the way in which any such fluctuations could affect our business. The value of the Peso compared to other currencies is dependent, in addition to other factors listed above, on the level of international reserves maintained by the Central Bank, which have also shown significant fluctuations in recent years. As of October 11, 2023, the international reserves of the Central Bank totaled USD 25,772 million. According to the exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso depreciated by 105.0% against the U.S. dollar during our fiscal year ended June 30, 2023 (compared to 30.9%, 35.9% and 66.1% in the years ended June 30, 2022, 2021 and 2020, respectively). As of the date of this Annual Report the peso has depreciated by approximately 36%.
Fluctuations in the value of the Peso may also adversely affect the Argentine economy, as well as our products, our financial condition and results of operation. The devaluation of the Argentine Peso may have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to high inflation, significantly reduce real wages, jeopardize the stability of businesses whose success depends on domestic market demand, including public utilities and the financial industry, and adversely affect the Argentine Government’s ability to honor its foreign debt obligations.
| 8 |
| Table of Contents |
On the other hand, a significant appreciation of the Argentine Peso against the U.S. dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports (as a consequence of the loss of external competitiveness). Any such increase could also have a negative effect on economic growth and employment, reduce the Argentine public sector’s revenues from tax collection in real terms, and have a material adverse effect on our business, our results of operation, our ability to repay our debt within the respective maturity dates and affect the market value of our GDSs, as a result of the overall effects of the weakening of the Argentine economy.
The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities
The commodities market is characterized by its volatility. Commodities exports have contributed significantly to the revenues of the Argentine Government. Subsequently, the Argentine economy has remained relatively dependent on the price of its exports (mainly soy). Given its reliance on agricultural commodities, Argentina is also vulnerable to weather events. During 2018, Argentina suffered a huge drought – presumably the biggest drought in the last 50 years. The effects of the drought in the agricultural sector caused significant economic problems for Argentina, with impacts in the soy and corn harvests that generated damages of approximately USD 6 billion. Currently, Argentina is facing another severe drought, which may negatively affect the production of agricultural commodities and is expected to result in net income losses of USD 10,425 billion for the production sector, equivalent to 2.2% of the GDP that the IMF projects for Argentina in 2023. The negative impact that the droughts which occurred in Argentina in 2018 and 2023 have had in Argentina has been reinforced by the historic drop in the Paraná river (Argentina’s main river) and a large number of fire outbreaks in multiple Argentine provinces during 2022. These environmental events have negatively affected the agriculture sector in Argentina.
A sustained decrease in the international price of the main commodities exported by Argentina, or any future climate event or condition may have an adverse effect in the agricultural sector and therefore in the revenues of the Argentine Government and its capacity to comply with the payments of its public debt, eventually generating recessive or inflationary pressures. In addition, such circumstances could have a negative impact on the government’s tax revenues and on the availability of foreign currency. Any such developments may adversely affect Argentina’s economy and, as a result, our business, results of operations and financial condition.
The interruption of the publication of Argentine economic indexes or changes in their calculation methodologies could affect the projections made by the Company.
In 2014, the INDEC established a new consumer price index, the CPI, which reflects a broad measurement of consumer prices, considering price information from the 24 provinces of the country, divided into six regions. Faced with the credibility of the CPI, as well as other indices published by the INDEC, being called into question, the Argentine Government declared a state of administrative emergency for the national statistical system and the INDEC on January 8, 2016, based on the determination that the INDEC had failed to produce reliable statistical information, particularly with respect to CPI, GDP, inflation and foreign trade data, as well as with poverty and unemployment rates. The INDEC temporarily suspended the publication of certain statistical data until the reorganization of its technical and administrative structure to recover its ability to produce reliable statistical information. In 2017, the INDEC began publishing a National CPI, which is based on a survey conducted by the INDEC and several provincial statistical offices in 39 urban areas including each of Argentina’s provinces. The official CPI inflation rate for the fiscal year ended June 30, 2023 was 115,6 %.
Any future required correction or restatement of the INDEC indexes could result in decreased confidence in Argentina’s economy, which, in turn, could have an adverse effect on our ability to access international capital markets to finance our operations and growth, and which could, in turn, adversely affect our results of operation and financial condition and cause the market value of our GDSs and our common shares to decline.
| 9 |
| Table of Contents |
Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability to collect capital and interest payments in connection with corporate bonds issued by Argentine companies.
The Argentine government may impose restrictions on the exchange of Argentine currency for foreign currencies and on the remittance to foreign investors of funds derived from investments in Argentina in circumstances in which a serious imbalance in Argentina’s balance of payments develops or in which there is reason to anticipate such an imbalance. The Argentine Government has implemented a number of monetary and exchange control measures, including restrictions on the free use of funds deposited in banks and on the transfer of funds abroad without the prior approval of the Central Bank.
Therefore, there are certain restrictions in Argentina that affect corporations’ ability to access the MULC to acquire foreign currency to transfer funds to other countries, service debt, make payments outside Argentina and other operations, requiring, in some cases, prior approval by the Central Bank.
Through Emergency Decree No. 609/2019, the PEN established restrictions on the exchange market, establishing that the countervalue of the export of goods and services must be brought into the country in foreign currency and/or traded in the exchange market under the conditions and terms established by the Central Bank, which will provide the assumptions under which access to the exchange market for the purchase of foreign currency and precious metals and transfers abroad will require prior authorization, based on objective guidelines in accordance with the conditions in force in the exchange market, and distinguishing the situation of human persons from that of legal entities.
In this regard, pursuant to the provisions of Emergency Decree No. 609/2019, the Central Bank issued several communications which later, with some modifications, were included in the Consolidated Text on Foreign Trade and Exchange regulations established by Communication “A” No. 6844. The Consolidated Text on Foreign Trade and Exchange imposes certain foreign exchange restrictions such as prior approval of the Central Bank (i) for the payment of dividends; (ii) for the access to the foreign exchange market for non-residents, except for specific exceptions (diplomatic representations, certain international organizations and institutions abroad, individuals living abroad who receive retirements plans or pensions from ANSES); and (iii) to constitute external assets, remit family assistance and the formation of guarantees and operating payments related to derivative transactions, for resident individuals, if the total amount of the above-mentioned transactions exceeds the equivalent of USD 200 per month in all entities authorized to operate in foreign exchange, of which only up to USD 100 can be acquired in cash, otherwise, the transaction will be made by debit to local accounts.
Due to the financial complications Argentina is currently undergoing, we cannot rule out that the Argentine Government or the Central Bank may in the future impose further formal restrictions on the outflow of foreign currency from the country, such as the restrictions set forth by the Central Bank in Communication “A” No. 7746, dated 04/20/2023, for outflows through the foreign exchange market, by means of which it modified the terms to access the foreign exchange market, as well as the restrictions set forth in Communication “A” No. 7766, dated 05/11/2023, which established the obligation to inform who are the individuals or legal entities that exercise a direct control over the person accessing the foreign exchange market and those persons that are part of the same economic group. Such measures could adversely affect Argentina’s global competitiveness, discourage foreign investment and lending by foreign investors or increase the outflow of foreign capital, which could have an adverse effect on Argentina’s economic activity, and could adversely affect our business and results of operations or impair our ability to pay dividends in U.S. dollars or prevent us from servicing our international debts.
Moreover, on September 15, 2020, Communication “A” 7,106 established that companies must refinance the maturities of the capital of the financial debt in the period between October 15, 2020 and December 31, 2023. Subsequently, such period was extended in various opportunities, with the final extension being issued on October 13, 2022, pursuant to Communication “A” 7,621 by which it was further extended until December 31, 2023. In this regard, the Central Bank will grant companies access to the MULC for up to 40% of the maturities and the companies must refinance the remaining 60% within a period of at least two years.
| 10 |
| Table of Contents |
In addition, as a result of the deepening of exchange controls, the difference between the official exchange rate, which is currently utilized for both commercial and financial operations, and other informal exchange rates that arose implicitly as a result of certain operations commonly carried out in the capital market (“cash with liquidation”), which increased during 2023, was a gap of approximately 90% as of June 30, 2023. The Argentine Government could maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding foreign currency denominated liabilities. We cannot predict how such current restrictions may evolve after this Annual Report, mainly regarding limitations to transfer funds outside the country. The Argentine Government may impose further exchange controls or restrictions to capital transfers and modify and adopt other policies that may limit or restrict our ability to access international capital markets, to make payments of principal and interest and other additional amounts outside the country (including payments relating to our notes), to import certain products or goods that we use as inputs, undermine our ability to pay dividends on our GDSs in U.S. dollars, or affect in other ways our business and our results of operation, or cause the market value of our GDSs and our common shares to decline.
As of the date of this Annual Report, the restrictions outlined above remain in place. Such measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. The challenge will be to achieve acceptance by creditors, in accordance with the Central Bank regulations mentioned above, especially when it has highly diversified and retail creditors.
The company has several dollar-denominated maturities affected by these measures. For more information see “Operating and Financial Review and Prospects—C. Liquidity and capital resources—Indebtedness”.
As of the date of this Annual Report, we have outstanding obligations pursuant to the Series VIII, XI, XIII, XIV, XV, XVI and XVII Notes issued by the Company for USD 356.4 million. We currently cannot predict whether the Government will impose further exchange controls and transfer restrictions that may impair our ability to access the MULC for the repayment of the total amount or part of such obligations.
A high level of uncertainty with regard to these economic variables, and a general lack of stability in terms of inflation, could have a negative impact on economic activity and adversely affect our financial condition.
As of July 1, 2018, the Peso qualified as a currency of a hyperinflationary economy and we were required to restate our historical financial statements in terms of the measuring unit current at the end of the reporting year, which could adversely affect our results of operations and financial condition.
Pursuant to IAS 29, the financial statements of entities whose functional currency is that of a hyperinflationary economy must be restated for the effects of changes in a suitable general price index. IAS 29 does not prescribe when hyperinflation arises, but includes several characteristics of hyperinflation. The IASB does not identify specific hyperinflationary jurisdictions. However, in June 2018, the International Practices Task Force of the Center for Quality, which monitors “highly inflationary countries”, categorized Argentina as a country with projected three-year cumulative inflation rate greater than 100%. Additionally, some of the other qualitative factors of IAS 29 were present, providing prima facie evidence that the Argentine economy was hyperinflationary for the purposes of IAS 29. Therefore, Argentine companies that prepare financial statements pursuant to IFRS and use the Peso as their functional currency were required to apply IAS 29 to their financial statements for periods ending on and after July 1, 2018.
Adjustments to reflect inflation, including tax indexation, such as those required by IAS 29, are in principle prohibited in Argentina. However, on December 4, 2018, the Argentine Government enacted Law No. 27,468, which lifted the ban on indexation of financial statements. Certain regulatory authorities, such as the CNV and the IGJ, have required that financial statements for periods ended on and after December 31, 2018, be restated for inflation in accordance with IAS 29.
| 11 |
| Table of Contents |
During the first three fiscal years beginning after January 1, 2018, inflation adjustment for tax purposes was applicable if the variation in the CPI exceeds 55% in 2019, 30% in 2020 and 15% in 2021.
Therefore, inflation adjustment for tax purposes:
| · | Year ended June 30, 2019: one third of the adjustment to be allocated to 2019 and the remaining two thirds to be allocated in equal parts in the following two years. |
|
|
|
| · | Years ended June 30, 2020 and 2021: one sixth of the adjustment to be allocated to 2020 and 2021 and the remaining portions in equal parts in the five following years. |
Beginning in fiscal year 2022, the inflation adjustment for tax purposes is applicable if the variation in the accumulated CPI in the 36 months prior to the end of the fiscal year being settled is higher than 100%. In that case, the result of inflation adjustment for tax purposes is fully allocated to the fiscal year in which it originated.
We cannot predict the future impact that the eventual application of inflation adjustment for tax purposes and other related inflation adjustments described above will have on our financial statements or their effects on our business, results of operations and financial condition.
Certain measures that may be taken by the Argentine Government, or changes in policies, laws and regulations, may adversely affect the Argentine economy and, as a result, our business, financial condition and results of operations.
The Argentine government exercises substantial control over the economy and may increase its level of intervention in certain areas of the economy, including through the regulation of market conditions and prices.
On August 23, 2023, the Chamber of Deputies approved a draft amendment to the lease law, aiming to reduce the minimum term of lease agreements to two years and establish an adjustment to the rental fee using the CPI published by the INDEC, or a combination of permitted indexes, as the parties may agree. Also, this bill established that rental value adjustments could be made at periods agreed upon by the parties, which should be no shorter than four months.
This bill was approved by the Chamber of Deputies and subsequently discussed by the Senate. The Senate agreed to make changes to the bill. These changes include: (i) that the minimum term of the lease agreements is maintained at three years, (ii) that the minimum update of the value of the rental fee is made every six months, and (iii) that the Casa Propia coefficient index, developed by the Ministry of Territorial Development and Habitat (Ministerio de Desarrollo Territorial y Hábitat) is used to adjust the increase in the rental fee.
On October 11, 2023, in light of the proposed changes made by the Senate, the Chamber of Deputies revisited and approved the text proposed by the Senate, and the bill was enacted into law with the scope set forth above.
We cannot predict at this time how the approval of this new law may affect our business, the result of our operations, or our financial condition.
| 12 |
| Table of Contents |
Historically, actions of the Argentine government concerning the economy, including decisions regarding interest rates, taxes, price controls, wage increases, increased benefits for workers, exchange controls and potential changes in the market of foreign currency, have had a substantial adverse effect on Argentina’s economic growth.
It is widely reported by private economists that expropriations, price controls, exchange controls and other direct involvement by the Argentine government in the economy have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to international capital markets and Argentina’s commercial and diplomatic relations with other countries. If the level of Government intervention in the economy continues or increases, the Argentine economy and, in turn, our business, results of operations and financial condition could be adversely affected.
The operating costs of the Company could increase as a result of the promotion or adoption of certain measures by the Argentine Government as well as pressure from union sectors
In the past, the Argentine Government has promoted and adopted laws and collective labor agreements that imposed on private sector employers the obligation to maintain certain salary levels and provide additional benefits to their employees. In addition, employers have come under strong pressure from their employees and from unions to grant wage increases and other benefits.
We cannot be sure that in the future the Argentine Government will not enact measures that result in increases in the minimum, vital and mobile salary and/or in benefits, compensation or other labor costs that employers must bear. Any salary increase and/or any other labor cost could result in higher costs and a decrease in the results of the Company’s operations.
Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition
A lack of a solid and transparent institutional framework for contracts with the Argentine Government and its agencies and corruption allegations have affected and continue to affect Argentina. Argentina ranked 94 of 180 in the Transparency International’s 2022 Corruption Perceptions Index.
As of the date of this Annual Report, there are various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Argentine Federal Prosecutor, which have negatively impacted the Argentine economy and political environment. Depending on the results of these investigations and how long it takes to finalize them, companies involved may be subject to, among other consequences, a decrease in their credit ratings, having claims filed against them by investors in their equity and debt securities, and may further experience restrictions on their access to financing through the capital markets, all of which will likely decrease their income. Additionally, if criminal cases against companies move forward, they may be restricted from rendering services or may face new restrictions due to their customers’ internal policies and procedures. These adverse effects could restrict these companies’ ability to conduct their operating activities and to fulfill their financial obligations.
Moreover, in February 2023, the Political Trial Commission of the Chamber of Deputies approved the admissibility of files being processed against the current members of the CSJN and initiated proceedings against each member. While the outcome of the impeachment trial remains uncertain, this situation has intensified the institutional imbalance in Argentina, leading to a negative impact on the country’s politics and economy.
Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, the Argentine Government has announced several measures aimed at strengthening Argentina’s institutions and reducing corruption. These measures include the reduction of criminal sentences in exchange for cooperation with the government in corruption investigations, increased access to public information, the seizing of assets from corrupt officials, increasing the powers of the Anticorruption Office (Oficina Anticorrupción) and submitting a bill for the issuance of a new public ethic law, among others. The government’s ability to implement these initiatives is uncertain as it would be subject to independent review by the judicial branch, as well as legislative support from opposition parties.
| 13 |
| Table of Contents |
We cannot estimate the impact that these investigations could have on the Argentine economy. Similarly, it is not possible to predict the duration of corruption investigations, nor which companies might be involved or how far-reaching the effects of these investigations might be, which may negatively impact the Argentine economy. In turn, the decrease in investor confidence resulting from any of these, among other issues, could have a significant adverse effect on the growth of the Argentine economy, which could, in turn, harm our business, our financial condition and results of operation and affect the trading price of our common shares and GDSs.
Property values in U.S. dollars in Argentina could decline significantly.
Property values in U.S. dollars are influenced by multiple factors that are beyond our control, such as a decreased demand for real estate properties due to a deterioration of macroeconomic conditions or an increase in supply of real estate properties that could adversely affect the value in U.S. dollars of real estate properties. We cannot assure you that property values in U.S. dollars will increase or that they will not be reduced. Most of the properties we own are located in Argentina. As a result, a reduction in the value in U.S. dollars of properties in Argentina could materially affect our business and our financial statements due to the valuation of our investment properties at fair market value in U.S. dollars.
The emergence and spread of a pandemic-level disease or threat to public health, such as Covid-19, may have a material adverse impact on the Argentine and global economy, our business operations, financial condition or results of operations
Global public health threats, such as Covid-19 (as described more fully below), influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world, could adversely impact our operations, as well as the operations of our customers.
The Covid-19 pandemic has reached every region of the world and has resulted in widespread adverse impacts on the global economy. The outbreak of Covid-19 has already caused severe global disruptions and may continue to negatively affect economic conditions regionally as well as globally and otherwise impact our operations. Governments in affected countries may impose travel bans, quarantines and other emergency public health measures. Companies may take precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These future prevention and mitigation measures, are likely to continue to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations.
On March 12, 2020, the PEN issued Decree No. 260/2020 which declared a public health emergency for a period of one year (currently extended until December 31, 2023, pursuant to Decree No. 863/2022). During 2020 a mandatory quarantine was established, which was extended several times until November 8, 2020. Finally, on November 6, 2020, the Argentine Government declared the end of the mandatory quarantine and adopted social-distancing measures in the Buenos Aires metropolitan area, which were extended until December 31, 2021. As of the date of this Annual Report, these measures are not in effect.
The long-term effects on the global economy, Argentine economy and the Company of the coronavirus pandemic, are difficult to assess or predict, and may include a decline in market prices (including the market prices of our common shares), risks to employee health and safety, collapse in the demand for our products and reduced sales in the impacted geographic locations. Furthermore, the crisis caused by Covid-19 resulted in a decrease in the demand for crude oil, mainly in the second and third quarters of 2020, since industrial and domestic activity slowed down in many countries due to control measures.
Covid-19 has significantly affected economic conditions in Argentina and in the rest of the world and it is possible that it will continue to affect such conditions during 2023 and in future years. Both the Covid-19 pandemic and the measures implemented by the Argentine Government to mitigate its effects may continue to affect our business, financial condition and results of operations. Additional variants or strains of Covid-19 or an outbreak of another pandemic, disease or similar threat to public health could have or continue to have material adverse effects on the global economic, financial and trade conditions, which could materially and adversely affect our business, financial condition and results of operations.
| 14 |
| Table of Contents |
The continuing occurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of the Covid-19 or other epidemics could have a material adverse effect on our business, results of operations, cash flows and financial condition.
The Argentine economy could be adversely affected by economic developments in other global markets.
The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, capacity to access credit and international capital markets, financial condition and results of operation, which is likely to be more severe on an emerging market economy, such as Argentina (See “— Argentina’s ability to obtain financing in the international capital markets is limited, which may impair our ability to access international credit markets to finance our operations in Argentina.”). This was the case in 2008, when the global economic crisis led to a sudden economic decline in Argentina in 2009, accompanied by inflationary pressures, depreciation of the Peso and a drop in consumer and investor confidence.
In 2020, a new global financial crisis began as a result of the Covid-19. The stock market crash, which began in late February 2020 and intensified throughout 2020 and 2021, affected many stock markets in the world. As a consequence of the Covid-19, the estimated contraction in the world’s economy for 2020 was 3.5% according to what both the IMF and the Organization for Cooperation and Economic Development expressed. Additionally, the IMF published that the impact of Covid-19 on the world’s economy affects both the supply and the demand side. On the supply side, the virus increases not only morbidity and mortality, but also the efforts and measures taken by governments and companies to combat these effects, which lead to restrictions in freedom of movement, higher operating costs due to the reduction in the supply chain and the tightening of credit. On the demand side, the uncertainty that the virus generates, precautionary behaviors, quarantine efforts and high financing costs all reduce the possibility of spending money. The Covid-19 pandemic has reached every region of the world and has resulted in widespread adverse impacts on the global economy. Different parts of the world are currently experiencing divergent virus case growth rates which leads to recoveries also diverging dangerously between and within countries. Although throughout 2022 and up to the date of this annual report the Covid-19 outbreak decreased significantly, the impact of Covid-19 on sectoral economic activity cannot be measured. According to a report published by the IMF in October 2022, despite the global recovery in 2021, the pandemic has continued to take an enormous health and socioeconomic toll, affecting lives and livelihoods everywhere. Inflation, which had already been rising in many countries as a result of supply-demand imbalances and policy support during the pandemic, is likely to remain high (See “—The emergence and spread of a pandemic-level disease or threat to public health, such as Covid-19, may have a material adverse impact on the Argentine and global economy, our business operations, financial condition or results of operations”).
We cannot assure you that events in other market countries, in the United States or elsewhere will not adversely affect our financial performance.
| 15 |
| Table of Contents |
The Argentine economy is vulnerable to external shocks that could be caused by significant economic difficulties of Argentina’s major regional trading partners, or by more general “contagion” effects. Such external shocks and “contagion” effects could have a material adverse effect on Argentina’s economic growth, and consequently, on our results of operation and financial condition.
Although economic conditions vary from country to country, investors’ perceptions of events occurring in certain countries have in the past substantially affected, and may continue to substantially affect, capital flows into and investments in securities of issuers from other countries, including Argentina. There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments or the Argentine Government in the future. Argentina can also be adversely affected by negative economic or financial events that take place in other countries, subsequently affecting our operations and financial condition, including our ability to repay our debt at its maturity date.
Argentina’s economy is vulnerable to external shocks. For example, economic slowdowns, especially in Argentina’s major trading partners such as Brazil, led to declines in Argentine exports in the last few years. Specifically, fluctuations in the price of commodities sold by Argentina and a significant devaluation of the Peso against the U.S. dollar could harm Argentina’s competitiveness and affect its exports. In addition, international investors’ reactions to events occurring in one market may result in a “contagion” effect which could lead to an entire region or class of investment being disfavored by international investors.
Additionally, financial and securities markets in Argentina are also influenced by economic and market conditions in other markets worldwide.
General elections in Brazil, including the election of the president, were held on October 2, 2022. Historically, election years in Brazil, and especially presidential elections, are marked by political uncertainty which generates greater instability and volatility. Moreover, the Brazilian Supreme Court overturned criminal convictions and restored former President Luis Inácio Lula da Silva’s political rights, allowing him to run in the presidential election. According to the official results, Lula obtained 48.4% of the votes while Bolsonaro obtained 43.2% of the votes. As no presidential candidate received a majority of the votes on 2 October, Lula and Bolsonaro advanced to a runoff election, which was scheduled for October 30, 2022. On October 30, 2022, Lula da Silva won the elections for the presidency of Brazil, obtaining 50.9% of the votes, compared to the 49.1% of the votes obtained by the outgoing president, Jair Bolsonaro. As a result, Lula da Silva took office on January 1, 2023. As a consequence, we cannot provide certainties of the effects that the current administration may have on the Brazilian economy and its impact in Argentina, taking not account that both countries are close commercial partners and members of the MERCOSUR.
At the same time, general worldwide economic conditions have experienced significant instability in recent years, including high volatility in the prices of primary commodities and the recent global economic uncertainty and financial market conditions caused by the war between Ukraine and Russia and the recent attack by Hamas on Israel from the Gaza Strip. (See “The Russian invasion of Ukraine and the recent attack by Hamas on Israel from the Gaza Strip could have an unpredictable effect on the global economy and on international and local securities markets, and adversely affect our business and results of operations”).
There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments or the Argentine Government in the future, or by events in the economies of developed countries or in other emerging markets.
Finally, international investors’ perceptions of events occurring in one market may generate a “contagion” effect by which an entire region or class of investment is disfavored by international investors. Argentina could be adversely affected by negative economic or financial developments in other emerging and developed countries, which in turn may have a material adverse effect on the Argentine economy and, indirectly, on our business, financial condition and results of operations, and the market value of our GDSs and common shares.
The Russian invasion of Ukraine and the recent attack by Hamas on Israel from the Gaza Strip could have an unpredictable effect on the global economy and on international and local securities markets, and adversely affect our business and results of operations.
Global markets have recently experienced volatility and disruption following the escalation of geopolitical tensions, the start of military conflict between Russia and Ukraine and the recent attack by Hamas on Israel from the Gaza Strip.
The recent outbreak of war in Ukraine has affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy.
Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, the European Union and other countries against Russia and possibly countries that support, directly or indirectly, Russia’s incursion. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets, including Argentina’s, and thus could affect our businesses and the businesses of our customers, even though we do not have any direct exposure to Russia or the adjoining geographic regions.
The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described herein. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region, could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations and prospects.
| 16 |
| Table of Contents |
Although up to the date of this annual report the conflict is regional in nature, the possible involvement of other member countries of the North Atlantic Treaty Organization could result in a transnational conflict, which could significantly affect the world economy and Argentina and, therefore, our results of operation. Volatility in oil and other commodity prices may adversely affect the Argentine economy and our business. The materialization of some or all of these risks, as well as the events that arise in the main regional partners, including the member countries of MERCOSUR, could have a material negative effect on the Argentine economy, on the interest of investors in Argentine companies, and, indirectly, on our business and results of operation.
On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on Israeli population and industrial centers located along the Israeli border with the Gaza Strip. Shortly following the attack, Israel’s security cabinet declared war against Hamas. The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on the global geopolitical instability.
Any deterioration in credit markets resulting directly or indirectly from the ongoing Russian invasion of Ukraine or the recent attack by Hamas on Israel from the Gaza Strip could limit our ability to obtain external financing to fund our operations and capital expenditures. As a result, a downturn in the worldwide economy resulting from the Russian invasion of Ukraine, the recent attack by Hamas on Israel from the Gaza Strip and other conflicts with a global impact that may arise from time to time could have a material adverse effect on our business, results of operations, and/or financial condition.
Our internal policies and procedures might not be sufficient to guarantee compliance with anti-corruption and anti-bribery laws and regulations.
Our operations are subject to various anti-corruption and anti-bribery laws and regulations, including the Corporate Criminal Liability Law and the FCPA. Both the Corporate Criminal Liability Law and the FCPA impose liability against companies who engage in bribery of Argentine government officials, either directly or through intermediaries. The anti-corruption laws generally prohibit providing anything of value to Argentine government officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with entities in which the employees are considered government officials. We have a compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements.
Although we have internal policies and procedures designed to ensure compliance with applicable anti-corruption and anti-bribery laws and regulations, there can be no assurance that such policies and procedures will be sufficient. Violations of anti-corruption laws and sanctions regulations could lead to financial penalties being imposed on us, limits being placed on our activities, our authorizations and licenses being revoked, damage to our reputation and other consequences that could have a material adverse effect on our business, results of operations and financial condition. Further, litigations or investigations relating to alleged or suspected violations of anti-corruption laws and sanctions regulations could be costly.
Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of Argentina’s defaulted bonds, which have resulted and may result in adverse judgments or injunctions against Argentina’s assets and limit its financial resources.
There are outstanding claims against the Argentine Government submitted before ICSID which may entail new sanctions against the Argentine Government, which in turn could have a substantially adverse effect on the Argentine Government’s ability to implement reforms and to foster economic growth. We cannot assure you that in the future the Argentine Government will not breach its obligations.
Litigation, as well as ICSID claims against the Argentine Government, have resulted in material judgments and may result in further material judgments, and could result in attachment of or injunctions relating to assets of Argentina that the government intended for other uses. As a consequence, the Argentine Government may not have all the necessary financial resources to honor its obligations, implement reforms and foster growth, which could have a material adverse effect on Argentina’s economy, and consequently, our business, financial condition and results of operations. There are pending ICSID claims against the Argentine Government which could result in further awards against Argentina, which in turn could have a material adverse effect on the Argentine Government’s ability to implement reforms and foster economic growth.
| 17 |
| Table of Contents |
It is important to note the recent ruling in the lawsuit brought by Petersen and Eton Park Capital Management, L.P., Eton Park Master Fund, LTD. and Eton Park Fund, L.P. who filed opening briefs in support of cross-motions for summary judgment with respect to a claim of liability and damages against YPF and Argentina. Plaintiffs requested the District Court for summary judgment in their favor, while each of the defendants argued that they had no liability and should not indemnify the plaintiffs and requested the District Court for summary judgment in their favor and to dismiss all remaining claims against them.
In a decision rendered on March 31, 2023, the District Court granted YPF’s summary judgment motion and denied plaintiffs’ summary judgment motion as to YPF in its entirety. The District Court decided that YPF has no contractual liability and owes no damages to plaintiffs for breach of contract and, accordingly, dismissed plaintiffs’ claims against YPF. The District Court denied Argentina’s motion for summary judgment and, as a result, Argentina was sentenced to pay USD 16 billion and the proceedings are expected to continue between plaintiffs. Following the decision of the U.S. Court of Appeals for the Second Circuit, either party can seek review from the Supreme Court of the United States. As of the date of this Annual Report, the Argentine Government has not yet appealed this ruling before a higher court. Plaintiffs may appeal the District Court’s judgment as to YPF or seek to reassert previously dismissed claims against YPF, in each case, in accordance with applicable procedural law. Should that be the case, YPF is expected to continue to defend itself in accordance with the applicable legal procedure and available defenses. Following the decision of the U.S. Court of Appeals for the Second Circuit, either party can seek review from the Supreme Court of the United States. As of the date of this Annual Report, the Argentine Government has appealed this ruling before a higher court.
Also, we cannot assure that no new litigation will be filed against Argentina, nor that these new cases will not affect the Argentina´s economy and our business.
We hold Argentine securities which might be more volatile than U.S. securities and carry a greater risk of default.
We currently have and in the past have had certain investments in Argentine Government debt securities, corporate debt securities, and equity securities. Although our holding of these investments tends to be short term, investments in such securities involve certain risks, including market volatility, higher than those typically associated with U.S. Government and corporate securities and loss of principal.
Some of the issuers in which we have invested and may invest in the future, including the Argentine Government, have in the past experienced substantial difficulties in servicing their debt obligations, which have led to the restructuring of certain indebtedness. We cannot assure that the issuers in which we have invested or may invest will not be subject to similar or other difficulties in the future which may adversely affect the value of our investments in such issuers. In addition, such issuers and, therefore, such investments, are generally subject to the risks that are described in this section with respect to us, and, thus, could have little or no value.
Risks Relating to our Business
We are subject to risks inherent to the operation of shopping malls that may affect our profitability.
Our shopping malls are subject to various factors that affect their development, administration and profitability, including:
| · | declines in lease prices or increases in levels of default by our tenants due to economic conditions; |
| 18 |
| Table of Contents |
| · | increases in interest rates and other factors outside our control; |
|
|
|
| · | the accessibility and attractiveness of the areas where our shopping malls are located; |
|
|
|
| · | the intrinsic attractiveness of the shopping mall; |
|
|
|
| · | the flow of people and the level of sales of rental units in our shopping malls; |
|
|
|
| · | the increasing competition from internet sales; |
|
|
|
| · | the amount of rent collected from tenants at our shopping malls; |
|
|
|
| · | changes in consumer demand and availability of consumer credit, both of which are highly sensitive to general macroeconomic conditions; and |
|
|
|
| · | fluctuations in occupancy levels in our shopping malls. |
An increase in our operating costs could also have a material adverse effect on us if our tenants were to become unable to pay higher rent we may be required to impose as a result of increased expenses. Moreover, the shopping mall business is closely related to consumer spending and affected by prevailing economic conditions. All of our shopping malls and commercial properties are located in Argentina, and consequently, these operations may be adversely affected by recession or economic uncertainty in Argentina. Persistently poor economic conditions could result in a decline in consumer spending which could have a material adverse effect on shopping mall revenue.
We could be adversely affected by decreases in the value of our investments.
Our investments are exposed to the risks generally inherent to the real estate industry, many of which are out of our control. Any of these risks could adversely and materially affect our business, financial condition and results of operations. Any returns on capital expenditures associated with real estate are dependent upon sales volumes and/or revenue from leases and the expenses incurred. In addition, there are other factors that may adversely affect the performance and value of a property, including local economic conditions prevailing in the area where the property is located, macroeconomic conditions in Argentina and globally, competition, our ability to find lessees and their ability to perform on their leases, changes in legislation and in governmental regulations (such as the use of properties, urban planning and real estate taxes) as well as exchange controls (given that the real estate market in Argentina relies on the U.S. dollar to determine valuations), variations in interest rates (including the risk of an increase in interest rates that reduces sales of lots for residential development) and the availability of third party financing. In addition, and given the relative illiquidity of the Argentine real estate market, we could be unable to effectively respond to adverse market conditions and/or be compelled to undersell one or more properties. Some significant expenses, such as debt service, real estate taxes and operating and maintenance costs do not fall when there are circumstances that reduce the revenue from an investment, increasing our relative expenditures. These factors and events could impair our ability to respond to adverse changes in the returns on the Company’s investments, which in turn could have an adverse effect on our financial position and the results of the Company’s operations.
Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding.
As of June 30, 2023, our consolidated financial gross debt amounted to ARS 107,941 million. We are generating sufficient funds from our operating cash flows to meet our debt service obligations and our ability to obtain new financing is adequate. Considering the current availability of loan financing in Argentina, we cannot assure you that we will have sufficient cash flows and adequate financial structure in the future. For more information see “Item 10. Additional Information—D. Exchange Controls.”
| 19 |
| Table of Contents |
Our leverage may affect our ability to refinance existing debt or borrow additional funds to finance working capital requirements, acquisitions and capital expenditures. In addition, the recent disruptions in the local capital and the macroeconomic conditions of Argentine markets, may adversely impact our ability to refinance existing debt and the availability and cost of credit in the future. In such conditions, access to equity and debt financing options may be restricted and it may be uncertain how long these economic circumstances may last. This would require us to allocate a substantial portion of cash flow to repay principal and interest, thereby reducing the amount of money available to invest in operations, including acquisitions and capital expenditures. Furthermore, our leverage could also affect our competitiveness and limit our ability to pay our debt due to changes in market conditions, changes in the real estate industry and/or future economic downturns.
The success of our businesses and the feasibility of our transactions depend on the continuity of investments in the real estate markets and our ability to access capital and debt financing. In the long term, lack of confidence in real estate investment and lack of access to credit for acquisitions could restrict growth. As part of our business strategy, we will strive to increase our real estate portfolio through strategic acquisitions of properties at favorable prices and properties with added value which we believe meet the requirements to increase the value of our properties.
Our credit ratings are an important part of maintaining our liquidity. Any downgrade in credit ratings could potentially increase our borrowing costs or, depending on the severity of the downgrade, substantially limit our access to capital markets, require us to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact our credit ratings include, among others, debt levels, planned asset purchases or sales, and near-term and long-term growth opportunities. A ratings downgrade could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.
We may not be able to generate sufficient cash flows from operations to satisfy our debt service requirements or to obtain future financing. If we cannot satisfy our debt service requirements or if we default on any financial or other covenants in our debt arrangements, the lenders and/or holders of our securities will be able to accelerate the maturity of such debt or default under other debt arrangements. Our ability to service debt obligations or to refinance them will depend upon our future financial and operating performance, which will, in part, be subject to factors beyond our control such as macroeconomic conditions and regulatory changes in Argentina. If we cannot obtain future financing, we may have to delay or abandon some or all of our planned capital expenditures, which could adversely affect our ability to generate cash flows and repay our obligations as they become due.
For more information see “5. Operating and Financial Review and Prospects—B. Liquidity and capital resources—Indebtedness”.
Our assets are highly concentrated in certain geographic areas and an economic downturn in such areas could have a material adverse effect on our results of operations and financial condition.
As of June 30, 2023, most of our revenue from leases and services provided by the Shopping Malls segment derived from properties located in the City of Buenos Aires and the Greater Buenos Aires metropolitan area. In addition, all of the Company’s office buildings are located in Buenos Aires and a substantial portion of our revenue is derived from such properties. Although we own properties and may acquire or develop additional properties outside Buenos Aires and the Greater Buenos Aires metro area, we could be largely affected by economic conditions or by other effects which could affect these high populated areas. Consequently, an economic downturn in those areas could cause a reduction in our rental income and adversely affect its ability to comply with the Company’s debt service and fund operations.
The loss of tenants could adversely affect our operating revenue and value of our properties.
Although no single tenant represents more than 6.9% of the Company’s revenues in any fiscal year, if a significant number of tenants at its retail or office properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, or if we failed to retain them, our business could be adversely affected. Further, the Company’s shopping malls typically have a significant “anchor” tenant, such as well-known department stores, that generate consumer traffic at each mall. A decision by such tenants to cease operating at any of our shopping mall properties could have a material adverse effect on our financial condition and the results of our operations. In addition, the closing of one or more stores that attract consumer traffic may motivate other tenants to terminate or to not renew their leases, to seek rent concessions and/or close their stores. Moreover, tenants at one or more properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies. The bankruptcy and/or closure of multiple stores, if we are not able to successfully release the affected space, could have a material adverse effect on both the operating revenue and underlying value of the properties involved.
| 20 |
| Table of Contents |
We may face risks associated with acquisitions of properties, our future acquisitions may not be profitable and the properties we acquire may be subject to unknown liabilities.
As part of the Company’s growth strategy, we have acquired, and intend to do so in the future, properties, including large properties, that tend to increase the size of our operations and potentially alter our capital structure. Although we believe that the acquisitions we have completed in the past and that we expect to undertake enhance the Company’s financial performance, the success of such transactions is subject to a number of uncertainties, including the risk that:
| · | We may not be able to obtain financing for acquisitions on favorable terms; |
|
|
|
| · | acquired properties may fail to perform as expected; |
|
|
|
| · | the actual costs of repositioning or redeveloping acquired properties may be higher than the Company’s estimates; |
|
|
|
| · | acquired properties may be located in new markets where we may have limited knowledge and understanding of the local economy, absence of business relationships in the area or are unfamiliar with local governmental and permitting procedures; and |
|
|
|
| · | We may not be able to efficiently integrate acquired properties, particularly portfolios of properties, into the Company’s organization and to manage new properties in a way that allows it to realize cost savings and synergies. |
The Company’s future acquisitions may not be profitable.
We seek to acquire additional shopping malls to the extent we manage to acquire them on favorable terms and conditions and they meet our investment criteria. Acquisitions of commercial properties entail general investment risks associated with any real estate investment, including:
| · | the Company’s estimates of the cost of improvements needed to bring the property up to established standards for the market may prove to be inaccurate; |
|
|
|
| · | properties we acquire may fail to achieve, within the time frames we project, the occupancy or rental rates we expect to achieve at the time we make the decision to acquire, which may result in the properties’ failure to achieve the returns we projected; |
|
|
|
| · | the Company’s pre-acquisitions evaluation and the physical condition of each new investment may not detect certain defects or identify necessary repairs, which could significantly increase our total acquisition costs; and |
|
|
|
| · | the Company’s investigation of a property or building prior to its acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost. |
If we acquired a business, we will be required to merge and integrate the operations, personnel, accounting and information systems of such acquired business. In addition, acquisitions of or investments in companies may cause disruptions in our operations and divert management’s attention away from day-to-day operations, which could impair our relationships with our current tenants and employees.
| 21 |
| Table of Contents |
The Company’s performance is subject to the risks associated with our properties and with the real estate industry.
Our operating performance and the value of our real estate assets, and as a result, the value of its securities, are subject to the risk that its properties may not be able to generate sufficient revenue to meet its operating expenses, including debt service and capital expenditures, its cash flow needs and its ability to service our debt service obligations. Events or conditions beyond its control that may adversely affect its operations or the value of its properties include:
| · | downturns in national, regional and local economies; |
|
|
|
| · | decrease in consumer spending and consumption; |
|
|
|
| · | competition from other shopping malls and sales outlets; |
|
|
|
| · | local real estate market conditions, such as oversupply or lower demand for retail space; |
|
|
|
| · | changes in interest rates and availability of financing; |
|
|
|
| · | the exercise by our tenants of their right to early termination of their leases; |
|
|
|
| · | vacancies, changes in market rental rates and the need to periodically repair, renovate and re-lease space; |
|
|
|
| · | increased operating costs, including insurance expenses, salary increases, utilities, real estate taxes, federal and local taxes and higher security costs; |
|
|
|
| · | the impact of losses resulting from civil disturbances, strikes, natural disasters, terrorist acts or acts of war; |
|
|
|
| · | significant fixed expenditures associated with each investment property, such as debt service payments, real estate taxes, insurance and maintenance costs; |
|
|
|
| · | declines in the financial condition of our tenants and our ability to collect rents when due; |
|
|
|
| · | changes in our or our tenants’ ability to provide for adequate maintenance and insurance that result in a reduction in the useful life of a property; and |
|
|
|
| · | changes in law or governmental regulations (such as those governing usage, zoning and real property taxes) or changes in the exchange controls or government action (such as expropriation). |
If any one or more of the foregoing conditions were to affect the Company’s activities, this could have a material adverse effect on our financial condition and results of operations, and as a result, on the Company’s results.
An adverse economic environment for real estate companies and the credit crisis may adversely affect the Company’s results of operations.
The success of the Company’s business and profitability of its operations depend on continued investment in real estate and access to long-term financing. A prolonged crisis of confidence in real estate investments and lack of credit for acquisitions may constrain our growth and the maintenance of our current business and operations. As part of the Company’s strategy, we intend to increase our properties portfolio through strategic acquisitions at favorable prices, where we believe the Company can bring the necessary expertise to enhance property values. In order to pursue acquisitions, we may require capital or debt financing. Disruptions in the financial markets may adversely impact the Company’s ability to refinance existing debt and the availability and cost of credit in the future. Any consideration of sales of existing properties or portfolio interests may be offset by lower property values. Our ability to make scheduled payments or to refinance the Company’s existing debt obligations depends on our operating and financial performance, which in turn is subject to prevailing economic conditions. If disruptions in financial markets prevail or arise in the future, we cannot provide assurances that Argentine Government responses to such disruptions will restore investor confidence.
| 22 |
| Table of Contents |
In September 2021, Evergrande, one of China’s largest real estate companies, announced that it would be unable to pay its debt obligations. Since then, the markets have been negatively affected by the announcement. On August 2023, Evergrande filed for Chapter 15 bankruptcy seeking recognition of foreign restructuring proceedings in the High Court of Hong Kong and in the High Court of the Eastern Caribbean Supreme Court in the British Virgin Islands. As of December 2022, the real estate industry in China accounts for approximately 26% of China’s economic activity, and more than two-thirds of household wealth is tied up in real estate.
We cannot predict whether, and to what extent, the uncertainty of the property crisis in China may and how will affect our business, stabilize the markets or increase liquidity and the availability of credit.
The Company’s revenue and profit may be materially and adversely affected by continuing inflation and economic activity in Argentina.
The Company’s business is mainly driven by consumer spending since a portion of the revenue from its Shopping Mall segment derives directly from the sales of our tenants, whose revenue relies on the sales to consumers. As a result, the Company’s revenues and net income are impacted to a significant extent by economic conditions in Argentina, including the development in the textile industry and domestic consumption. Consumer spending is influenced by many factors beyond our control, including consumer perception of current and future economic conditions, inflation, political uncertainty, rates of employment, interest rates, taxation and currency exchange rates. Any continuing economic slowdown, whether actual or perceived, could significantly reduce domestic consumer spending in Argentina and therefore adversely affect our business, financial condition and results of operations.
The properties we acquire may be subject to unknown liabilities.
The properties that we acquire may be subject to unknown liabilities, in respect to which we may have limited or no recourse to the former owners. If a liability were asserted against us based on the Company’s ownership of an acquired property, we may be required to incur significant expenditures to settle, which could adversely affect the Company’s financial results and cash flow. Unknown liabilities relating to acquired properties could include:
| · | liabilities for clean-up of undisclosed environmental contamination; |
|
|
|
| · | the costs of changes in laws or in governmental regulations (such as those governing usage, zoning and real property taxes or exchange controls regulations imposed by the BCRA); and |
|
|
|
| · | liabilities incurred in the ordinary course of business. |
The Company’s dependence on rental income may adversely affect our ability to meet the Company’s debt obligations.
A substantial part of our revenue is derived from rental income. As a result, our performance depends on our ability to collect rent from the Company’s tenants. Our revenue and profits would be negatively affected if a significant number of our tenants or any significant tenant were to:
| · | delay lease commencements; |
|
|
|
| · | decline to extend or renew leases upon expiration; |
|
|
|
| · | fail to make rental payments when due; or |
|
|
|
| · | close stores or declare bankruptcy. |
| 23 |
| Table of Contents |
Any of these actions could result in the termination of leases and the loss of related rental income. In addition, we cannot assure you that any tenant whose lease expires will renew that lease or that we will be able to re-let the space on economically reasonable terms. The loss of rental revenue from a number of our tenants and the Company’s inability to replace such tenants may adversely affect our profitability and its ability to comply with our debt service obligations. These factors are particularly disruptive in the context of emergency situations, such as the Covid-19 pandemic, which has caused significant adverse impacts on our business as tenants have been required to shut down or significantly reduce their operating activities.
It may be difficult to buy and sell real estate quickly and transfer restrictions may apply to part of the Company’s portfolio of properties.
Real estate investments are relatively illiquid and this tends to limit our ability to change the mix of the Company’s portfolio in response to economic circumstances or other conditions. In addition, significant expenditures associated with each investment, such as mortgage payments (if any), real estate taxes and maintenance costs, are generally not reduced when an investment generates lower revenue. If revenue from a property declines while expenses remain the same, our results of operations would be adversely affected. Certain properties are mortgaged and if we were unable to meet our underlying payment obligations, we could suffer losses as a result of foreclosures on those mortgaged properties. Furthermore, if we are required to dispose of one or more of our mortgaged properties, we would not be able to obtain release of the mortgage interest without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect our business. In this kind of transactions, we may agree not to sell the acquired properties for a considerable time which could affect our results of operations.
Some of the land we have purchased is not zoned for development and we may be unable to obtain, or may face delays in obtaining, the necessary zoning permits and other authorizations.
We own several plots of land which are not zoned for our intended development plans. In addition, we have not yet applied for the required land-use, building, occupancy and other required governmental permits and authorizations for these properties. We cannot assure you that we will continue to be successful in our attempts to rezone land and to obtain all necessary permits and authorizations, or that rezoning efforts and permit requests will not be delayed or rejected. Moreover, we may be affected by building moratorium and anti-growth legislation. If we are unable to obtain the governmental permits and authorizations we need to develop our present and future projects as planned, then we may be forced to make unwanted modifications to such projects or abandon them altogether.
We may face risks associated with land-takings in Argentina.
Land-taking is a long-standing problem in Argentina that has escalated throughout the years with every economic crisis.
The spread of land takes has revived an old debate in Argentina. There is a conflict between two groups that claim, on the one hand, a right to decent housing, and on the other hand a group that claims that the right to private property should be respected Argentina’s constant and cyclical economic crises over the past 50 years have also caused poverty to rise sharply, so less people can access a roof, resulting in a housing deficit.
As a consequence, we cannot provide assurance that Argentine Government responses to such disruptions will restore investor confidence in Argentine lands, which could have an adverse impact on our financial condition and results of operations.
| 24 |
| Table of Contents |
The Company’s ability to grow will be limited if we cannot obtain additional financing.
Although the Company is liquid as of the date of this Annual Report, we must maintain liquidity to fund our working capital, service our outstanding indebtedness and finance investment opportunities. Without sufficient liquidity, we could be forced to curtail our operations or we may not be able to pursue new business opportunities.
The Company’s growth strategy is focused on the development and redevelopment of properties we already own and the acquisition of additional properties for development. As a result, we are likely to have to depend to an important degree on the availability of capital financing, which may or may not be available on favorable terms if at all. We cannot assure you that additional financing, refinancing or other capital will be available in the amounts we require or on favorable terms. The Company’s access to debt or equity capital markets depends on a number of factors, including the market’s perception of the Company’s growth potential, its ability to pay dividends, financial condition, credit rating and our current and potential future earnings. Depending on these factors, we could experience delays or difficulties in implementing the Company’s growth strategy on satisfactory terms or at all.
The capital and credit markets for Argentina have been experiencing extreme volatility and disruption since the last years. If the Company’s current resources do not satisfy our liquidity requirements, we may have to seek additional financing. The availability of financing will depend on a variety of factors, such as economic and market conditions, the availability of credit and our credit ratings, as well as the possibility that lenders could develop a negative perception of the prospects of risk in Argentina, of our company or the industry generally. We may not be able to successfully obtain any necessary additional financing on favorable terms, or at all.
A downgrade in our credit rating could negatively impact our cost of and ability to access capital.
Our credit ratings are an important part of maintaining our liquidity. Any downgrade in credit ratings could potentially increase our borrowing costs or, depending on the severity of the downgrade, substantially limit our access to capital markets, require us to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact our credit ratings include, among others, debt levels, planned asset purchases or sales, and near-term and long-term growth opportunities. Factors such as liquidity, asset quality, cost structure, product mix, and others are also considered by the rating agencies. A ratings downgrade could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.
Adverse incidents that occur in the Company’s shopping malls may result in damage to our reputation and a decrease in the number of customers.
Given that the Company’s shopping malls are open to the public, with significant circulation of people, accidents, theft, robbery, public protest, pandemic effects and other incidents may occur in our facilities, regardless of the preventative measures we adopt. If such an incident or series of incidents occurs, shopping mall customers and visitors may choose to visit other shopping venues that they believe are safer, which may cause a reduction in the sales volume and operating income of our shopping malls.
Argentine laws governing leases impose restrictions that limit the Company’s flexibility.
Argentine laws governing leases impose certain restrictions, including the imposition of a three-year minimum lease term for all purposes, except in particular cases such as embassy, consulate or international organization venues, room with furniture for touristic purposes for less than three months, custody and bailment of goods, exhibition or offering of goods in fairs or in cases where due to the circumstances, the subject matter of the lease requires a shorter term.
On August 23, 2023, the Chamber of Deputies approved a draft amendment to the lease law, aiming to reduce the minimum term of lease agreements to a two years and establish an adjustment to the rental fee using the CPI published by the INDEC, or a combination of permitted indexes, as the parties may agree. Also, this bill established that rental value adjustments could be made at periods agreed upon by the parties, which should be no shorter than four months.
This bill was approved by the Chamber of Deputies and subsequently discussed by the Senate. The Senate agreed to make changes to the bill. These changes include: (i) that the minimum term of the lease agreements is maintained at three years, (ii) that the minimum update of the value of the rental fee is made every six months, and (iii) that the Casa Propia coefficient index, developed by the Ministry of Territorial Development and Habitat (Ministerio de Desarrollo Territorial y Hábitat) is used to adjust the increase in the rental fee.
On October 11, 2023, in light of the proposed changes made by the Senate, the Chamber of Deputies revisited and approved the text proposed by the Senate, and the bill was enacted into law with the scope set forth above.
As a result, we are exposed to the risk of higher rates of inflation under the Company’s leases, and any exercise of rescission rights by our tenants could materially and adversely affect our business and results of operations. We cannot assure you that the Company’s tenants will not exercise such right, especially if rental rates stabilize or decline in the future or if economic conditions continue to deteriorate.
We cannot predict at this time how the approval of this new law may affect our business, result of operations or financial condition.
| 25 |
| Table of Contents |
We may be liable for certain defects in the Company’s buildings.
The Argentine Civil and Commercial Code imposes liability for real estate developers, builders, technical project managers and architects in case of hidden defects in a property for a period of three years from the date title on the property is tendered to the purchaser, even when those defects did not cause significant property damage. If any defect affects the structural soundness or makes the property unfit for use, the liability term is ten years.
In the Company’s real estate developments, we usually act as developers and sellers while construction generally is carried out by third party contractors. Absent a specific claim, we cannot quantify the potential cost of any obligation that may arise as a result of a future claim, and we have not recorded provisions associated with them in our financial statements. If we were required to remedy any defects on completed works, our financial condition and results of operations could be adversely affected.
We could have losses if we have to resort to eviction proceedings in Argentina to collect unpaid rent because such proceedings are complex and time-consuming.
Although Argentine law permits filing of an executive proceeding to collect unpaid rent and a special proceeding to evict tenants, eviction proceedings in Argentina are complex and time-consuming. Historically, the heavy workloads of the courts and the numerous procedural steps required have generally delayed landlords’ efforts to evict tenants. Eviction proceedings generally take between six months and two years from the date of filing of the suit to the time of actual eviction.
Historically, we have sought to negotiate the termination of leases with defaulting tenants after the first few months of non-payment in an effort to avoid legal proceedings. Delinquency may increase significantly in the future, and such negotiations with tenants may not be as successful as they have been in the past. Moreover, new Argentine laws and regulations may forbid or restrict eviction, and in each such case they would likely have a material and adverse effect on our financial condition and results of operations.
Climate change may have adverse effects on our business.
We, our customers, and communities in which we operate, may be adversely affected by the physical risks of climate change, including increases in temperatures, sea levels, and the frequency and severity of adverse climatic events including fires, storms, floods and droughts. These effects, whether acute or chronic in nature, may directly impact us and our customers through disruptions to business and economic activity or impacts on income and asset values.
Climate change implies multiple drivers of financial risk that could adversely affect us:
| · | Transition risks: the move to a low-carbon economy, both at idiosyncratic and systemic levels -such as through policy, regulatory and technological changes, and business and consumers preferences- could increase our expenses and impact our strategies. |
|
|
|
| · | Physical risks: discrete events, such as flooding and wildfires, and extreme weather impacts and longer-term shifts in climate patterns, such as extreme heat, sea level rise and more frequent and prolonged drought, which could result in financial losses that could impair asset values and the creditworthiness of our customers. Such events could disrupt our operations or those of our customers or third parties on which we rely and do business with. |
| 26 |
| Table of Contents |
| · | Liability risks: parties who may suffer losses from the effects of climate change may seek compensation from state entities, regulators, investors and lenders, among others. |
|
|
|
| · | Credit risks: physical climate change could lead to increased credit exposure and companies with business models not aligned with the transition to a low-carbon economy may face a higher risk of reduced corporate earnings and business disruption due to new regulations or market shifts. |
|
|
|
| · | Market and liquidity risks: market and liquidity changes in the most carbon-intensive sectors could affect energy and commodity prices, corporate bonds, equities and certain derivatives contracts. Increasing frequency of severe weather events could affect macroeconomic conditions, weakening fundamental factors such as economic growth, employment and inflation. Companies could face liquidity risks derived from cash outflows targeted to improve their reputation in the market or solve climate-related problems. |
|
|
|
| · | Operational risks: severe weather events could directly impact business continuity and operations both of customers and ours operations. |
|
|
|
| · | Regulatory compliance risks: increased regulatory compliance risk may result from the increasing pace, breadth and depth of regulatory expectations requiring implementation in short timeframes across multiple jurisdictions and from changes in public policy, laws and regulations in connection with climate change and related environmental sustainability matters. |
|
|
|
| · | Conduct risks: increasing demand for “green” products where there are differing and developing standards or taxonomies. |
|
|
|
| · | Reputational risk: our reputation and client relationships may be damaged as a result of our practices and decisions related to climate change, social and environmental matters, or to the practices or involvement of our clients vendors or suppliers, in certain industries or projects associated with causing or exacerbating climate change. |
Initiatives to mitigate or respond to climate change may impact market and asset prices, economic activity, and customer behavior, particularly in emissions intensive industry sectors and geographies affected by these changes. Any of the conditions described above, or failure to effectively manage and disclose these risks could adversely affect our business, prospects, reputation, financial performance or financial condition.
The recurrence of a credit crisis could have a negative impact on the Company’s major customers, which in turn could materially adversely affect our results of operations and liquidity.
Argentina is undergoing a credit crisis that could negatively impact the Company’s tenants’ ability to comply with their lease obligations. The impact of a future credit crisis on the Company’s major tenants cannot be predicted and may be quite severe. A disruption in the ability of the Company’s significant tenants to access liquidity could pose serious disruptions or an overall deterioration of their businesses, which could lead to a significant reduction in future orders of their products and their inability or failure to comply with their obligations, any of which could have a material adverse effect on our results of operations and liquidity.
We are subject to risks inherent to the operation of office buildings that may affect the Company’s profitability.
Office buildings are exposed to various factors that may affect their development, administration and profitability, including the following factors:
| · | lower demand for office space as a consequence of the implementation of hybrid and home office work; |
|
|
|
| · | a deterioration in the financial condition of our tenants that causes defaults under leases due to lack of liquidity, access to capital or for other reasons; |
| 27 |
| Table of Contents |
| · | difficulties or delays renewing leases or re-leasing space; |
|
|
|
| · | decreases in rents as a result of oversupply, particularly offerings at newer or re-developed properties; |
|
|
|
| · | competition from developers, owners and operators of office properties and other commercial real estate, including sublease space available from our tenants; |
|
|
|
| · | maintenance, repair and renovation costs incurred to maintain the competitiveness of our office buildings; |
|
|
|
| · | exchange controls that may interfere with their ability to pay rents that generally are pegged to the U.S. dollar; |
|
|
|
| · | the consequences of a pandemic, epidemic or disease outbreak that would produce lower demand for offices spaces; and |
|
|
|
| · | an increase in our operating costs, caused by inflation or by other factors could have a material adverse effect on us if our tenants are unable to pay higher rent as a result of increased expenses. |
The Company’s investment in property development and management activities may be less profitable than we anticipate.
We are engaged in the development and construction of properties to be used for office, residential or commercial purposes, shopping malls and residential complexes, in general through third-party contractors. Risks associated with our development, reconversion and construction activities include the following, among others:
| · | abandonment of development opportunities and renovation proposals; |
|
|
|
| · | construction costs may exceed our estimates for reasons including higher interest rates or increases in the cost of materials and labor, making a project unprofitable; |
|
|
|
| · | occupancy rates and rents at newly completed properties may fluctuate depending on a number of factors, including market and economic conditions, resulting in lower than projected rental revenue and a corresponding lower return on our investment; |
|
|
|
| · | pre-construction buyers may default on their purchase contracts or units in new buildings may remain unsold upon completion of construction; |
|
|
|
| · | lack of affordable financing alternatives in the private and public debt markets; |
|
|
|
| · | sale prices of residential units may be insufficient to cover development costs; |
|
|
|
| · | construction and lease commencements may not be completed on schedule, resulting in increased debt service expense and construction costs; |
|
|
|
| · | failure or delays in obtaining necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, or building moratoria and anti-growth legislation; |
|
|
|
| · | significant time lags between the commencement and completion of projects subjects us to greater risks due to fluctuation in the general economy; |
|
|
|
| · | construction may be delayed because of a number of factors, including weather, strikes or delays in receipt of zoning or other regulatory approvals, or man-made or natural disasters, resulting in increased debt service expense and construction costs; |
|
|
|
| · | changes in our tenants’ demand for rental properties outside of Buenos Aires; and |
|
|
|
| · | We may incur capital expenditures that require considerable time and effort and which may never be completed due to government restrictions or overall market conditions. |
| 28 |
| Table of Contents |
In addition, we may face claims for the enforcement of labor laws in Argentina. Many companies hire personnel from third parties that provide outsourced services, and sign indemnity agreements if labor claims from employees of such third parties arise. However, in recent years several courts have rejected the existence of independence in those labor relations and ruled that joint and several responsibilities by both companies.
While the Company’s policies with respect to expansion, renovation and development activities are intended to limit some of the risks otherwise associated with such activities, we are nevertheless subject to risks associated with property development, such as cost overruns, design changes and timing delays arising from a lack of availability of materials and labor, weather conditions and other factors outside of our control, as well as financing costs that, may exceed original estimates, possibly making the associated investment unprofitable. Any delays or unanticipated expenses could adversely affect the investment returns from these development projects and harm our operating results.
Greater than expected increases in construction costs could adversely affect the profitability of the Company’s new developments.
The Company’s businesses activities include real estate developments. One of the main risks related to this activity corresponds to potential increases in construction costs, which may be driven by higher demand and new development projects in the shopping malls and buildings sectors. Increases higher than those included in the original budget may result in lower profitability than expected.
The increasingly competitive real estate sector in Argentina may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises.
The Company’s real estate activities are highly concentrated in the Buenos Aires metropolitan area where the market is highly competitive due to a scarcity of properties in sought-after locations and an increasing number of local and international competitors. The Argentine real estate industry is highly competitive and fragmented and does not have high barriers to entry for new competitors. The main competitive factors in the real estate development business include availability and location of land, price, funding, design, quality, reputation and partnerships with developers. A number of residential and commercial developers and real estate service companies compete in identifying land acquisition opportunities, attracting financial resources, and appealing to prospective purchasers and tenants. Other companies, including joint ventures of foreign and local companies, have become increasingly active in the market, further increasing competition. If one or more of our competitors is able to acquire and develop desirable properties, because it has access to greater financial resources or otherwise, if we are unable to respond to such pressures as promptly as our competitors, or competition increases, our business and financial condition could be adversely affected.
All of the Company’s shopping mall and commercial office properties are located in Argentina. There are other shopping malls and independent retail stores and residential properties that are within the geographic scope of each of our properties. The number of competing properties in a particular area could have a material adverse effect both on our ability to lease retail space in our shopping malls or sell units in our residential complexes and on the amount of rent or the sale price that we are able to charge. We cannot assure you that other shopping mall operators will not invest in Argentina in the near future. If additional competitors become active in the shopping mall segment, such competition could have a material adverse effect on our results of operations.
Substantially all of the Company’s offices and other non-shopping mall rental properties are located in developed urban areas. There are many office buildings, shopping malls, retail and residential premises in the areas where the Company’s properties are located. This is a highly fragmented market, and the abundance of comparable properties in our vicinity may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises. In the future, both national and foreign companies may participate in Argentina’s real estate development market, competing with us for business opportunities.
| 29 |
| Table of Contents |
Some potential losses are not covered by insurance and certain kinds of insurance coverage may become prohibitively expensive.
We currently have insurance policies in place that cover potential risks such as civil liability, fire, lost profit and floods, including extended coverage and losses from leases on all of the Company’s properties. Although we believe the policy specifications and insured limits of these policies are customary, there are certain types of losses, such as lease and other contract claims, terrorism and acts of war that generally are not insured under the insurance policies offered in Argentina. In the event of a loss that was not insured or a loss in excess of insured limits, we could lose all or a portion of the capital we have invested in a property, as well as its anticipated future revenue. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. We cannot assure you that material losses in excess of insurance proceeds will not occur in the future. If any of the Company’s properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and the existence of mold or, if offered, these types of insurance may become too expensive.
We do not have life or disability insurance for our key employees. If any of our key employees were to die or become disabled, we could experience losses caused by a disruption in our operations which will not be covered by insurance, and this could have a material adverse effect on our financial condition and results of operations.
An uninsured loss or a loss that exceeds policies on the Company’s properties could subject us to lost capital or revenue on those properties.
The terms of our standard form property leases currently in effect, require tenants to indemnify and hold us harmless from liabilities resulting from injury to persons or property at or outside the premises, due to activities conducted on the properties, except for claims arising from negligence or intentional misconduct of the Company’s agents. Tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability insurance policies. We cannot provide assurance that the Company’s tenants will be able to properly maintain their insurance policies or have the ability to pay deductibles. If an uninsured loss occurs or a loss arises that exceeds the combined aggregate limits for the policies, or if a loss arises that is subject to a substantial deductible under an insurance policy, we could lose all or part of the Company’s capital invested in, and anticipated revenue from, one or more of the Company’s properties, which could have a material adverse effect on our business, financial condition and results of operations.
Demand for our premium properties, aimed at high-income consumers, may not be sufficient.
We have focused on development projects that cater to affluent consumers and have entered into property barter arrangements pursuant to which we contributed undeveloped land parcels to joint venture entities with developers who agree to deliver units at premium development locations in exchange for the Company’s land contribution. When the developers return these properties to us, demand for premium residential units could be significantly lower. In such a case, we would be unable to sell these residential units at the estimated prices or time frame, which could have an adverse effect on the Company’s financial condition and results of operations.
The Company is subject to risks affecting the hotel industry.
The full-service segment of the lodging industry in which our hotels operate is highly competitive. The operational success of our hotels is highly dependent on our ability to compete in areas such as access, location, quality of accommodations, rates, quality food and beverage facilities and other services and amenities. The Company’s hotels may face additional competition if other companies decide to build new hotels or improve their existing hotels to increase their attractiveness.
| 30 |
| Table of Contents |
In addition, the profitability of our hotels depends on:
| · | our ability to form successful relationships with international and local operators to run our hotels; |
|
|
|
| · | changes in tourism and travel trends, including seasonal changes and changes due to pandemic outbreaks, such as the Influenza A Subtype H1N1 and Zika viruses, a potential Ebola outbreak, Covid-19, monkeypox, among others, or weather phenomenons or other natural events, such as the eruption of the Puyehué and the Calbuco volcano in June 2011 and April 2015, respectively; |
|
|
|
| · | affluence of tourists, which can be affected by a slowdown in global and local economy; and |
|
|
|
| · | taxes and governmental regulations affecting wages, prices, interest rates, construction procedures and costs. |
The shift by consumers to purchasing goods over the internet, where barriers to entry are low, may negatively affect sales at our shopping malls.
In recent years, internet retail sales have grown significantly in Argentina, even though the market share of such sales is still modest. The Internet enables manufacturers and retailers to sell directly to consumers, diminishing the importance of traditional distribution channels such as retail stores and shopping malls. We believe that our target consumers are increasingly using the Internet, from home, work or elsewhere, to shop electronically for retail goods, and this trend is likely to continue. Retailers at the Company’s properties face increasing competition from online sales and this could cause the termination or non-renewal of their leases or a reduction in their gross sales, affecting our percentage rent based revenue. If e-commerce and retail sales through the Internet continue to grow, retailers’ and consumers’ reliance on our shopping malls could be materially diminished, having a material adverse effect on our financial condition, results of operations and business prospects.
The Company’s business is subject to extensive regulation and additional regulations may be imposed in the future.
Our activities are subject to Argentine federal, state and municipal laws, and to regulations, authorizations and licenses required with respect to construction, zoning, use of the soil, environmental protection and historical landmark preservation, consumer protection, antitrust and other requirements, all of which affect the Company’s ability to acquire land, buildings and shopping malls, develop and build projects and negotiate with customers. In addition, companies in this industry are subject to increasing tax rates, the introduction of new taxes and changes in the taxation regime. We are required to obtain permits from different government agencies in order to carry out our projects. Maintaining the Company’s licenses and authorizations can be costly. If we fail to comply with such laws, regulations, licenses and authorizations, we may face fines, project shutdowns, and cancellation of licenses and revocation of authorizations.
In addition, public agencies may issue new and stricter standards, or enforce or construe existing laws and regulations in a more restrictive manner, which may force us to incur expenditures in order to comply. Development activities are also subject to risks of potential delays in or an inability to obtain all necessary zoning, environmental, land-use, development, building, occupancy and other permits and authorizations. Any such delays or failures to obtain such government approvals may have an adverse effect on our business.
In the past, the Argentine Government issued regulations regarding leases in response to housing shortages, high rates of inflation and difficulties in accessing credit. Such regulations limited or prohibited increases on rental prices and prohibited eviction of tenants, even for failure to pay rent. Most of the Company’s leases provide that tenants pay all costs and taxes related to their respective leased areas. In the event of a significant increase in such costs and taxes, the Argentine Government may respond to political pressure to intervene by regulating this practice, thereby negatively affecting our rental income. We cannot assure you that the Argentine Government will not impose similar or other regulations in the future. Changes in existing laws or the enactment of new laws governing the ownership, operation or leasing of shopping malls and office properties in Argentina could negatively affect the real estate and the rental market and materially and adversely affect our operations and financial condition.
| 31 |
| Table of Contents |
Labor relations may negatively impact the Company.
As of June 30, 2023, 61.1% of our workforce was represented by unions under collective bargaining agreements. Although we currently enjoy good relations with our employees and their unions, we cannot assure you that labor relations will continue to be positive or that deterioration in labor relations will not materially and adversely affect us.
The results of our operations include unrealized revaluation adjustments on investment properties, which may fluctuate significantly over financial periods and may materially and adversely affect our business, results of operations and financial condition.
During the year ended June 30, 2023, we had fair value loss on investment properties of ARS 49,145 million. Although the upward or downward revaluation adjustments reflect unrealized capital gains or losses on our investment properties during the relevant periods, the adjustments do not reflect the actual cash flow or profit or losses generated from the sales or rental of our investment properties. Unless such investment properties are disposed of at similarly revalued amounts, we will not realize the actual cash flow. The amount of revaluation adjustments has been, and will continue to be, significantly affected by the prevailing property markets and macroeconomic conditions prevailing in Argentina and will be subject to market fluctuations in those markets.
We cannot guarantee whether changes in market conditions will increase, maintain or decrease the historical average fair value gains on our investment properties or at all. In addition, the fair value of our investment properties may materially differ from the amount we receive from any actual sale of an investment property. If there is any material downward adjustment in the revaluation of our investment properties in the future or if our investment properties are disposed of at significantly lower prices than their valuation or appraised value, our business, results of operations and financial condition may be materially and adversely affected.
Due to the currency mismatches between our assets and liabilities, we have a high currency exposure.
As of June 30, 2023, the majority of our liabilities, such as our Series VIII, XI, XIII, XIV, XV, XVI and XVII Notes, were denominated in U.S. dollars while the Company’s revenues are mainly denominated in Pesos. This currency gap mainly affects our operational flows to pay interests of our U.S. dollar denominated debt, considering our assets are transacted in U.S dollars. In addition, restrictions to access to MULC to acquire the required U.S. dollars to pay our U.S. dollar denominated debt or future regulations that may be enacted establishing a different exchange rate (higher than the current official exchange rate) to convert the Pesos into U.S. dollars exposes us to a risk of volatility, which may adversely affect our financial results if the U.S. dollar appreciates against the Peso and may affected our ability to pay interests of our U.S. dollar denominated debt. Any depreciation of the Peso against the U.S. dollar increases the nominal amount of our debt in Pesos, which further adversely affects the results of the Company’s operations and financial conditions and may increase the collection risk of our leases and other receivables from our tenants and mortgages, most of which generate Peso denominated revenue
The Company issues debt in the local and international capital markets as one of its main sources of funding and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding.
The Company’s ability to successfully access the local and international capital markets on acceptable terms depends largely on capital markets conditions prevailing in Argentina and internationally. We have no control over capital markets conditions, which can be volatile and unpredictable. If we are unable to issue debt in the local and/or international capital markets and on terms acceptable to the Company, whether as a result of regulations and foreign exchange restrictions, a deterioration in capital markets conditions or otherwise, we would likely be compelled to seek alternatives for funding, which may include short-term or more expensive funding sources. If this were to happen, we may be unable to fund our liquidity needs at competitive costs and its business results of operations and financial condition may be materially and adversely affected.
| 32 |
| Table of Contents |
Property ownership through joint ventures or investees may limit our ability to act exclusively in our interest.
We develop and acquire properties in joint ventures with other persons or entities or make minority investments in entities when we believe circumstances warrant the use of such structures.
As of June 30, 2023, the Company owns 50% of Quality Invest S.A., which was recently sold (see “Recent Developments – Sale of Quality Invest S.A.”). In the Sales and Developments segment, the Company owns 50% of the equity of Puerto Retiro and 50% of the equity of Cyrsa S.A. In the Hotel segment, the Company owns 50% of the equity of Hotel Llao Llao and the other 50% is owned by the Sutton Group. In the Shopping Malls segment the Company owns 50% of the equity of Nuevo Puerto Santa Fe S.A., which is the tenant of a building in which it built and currently operates “La Ribera” shopping mall.
In addition, we hold approximately 29.91% of the equity of Banco Hipotecario, of which the Argentine Government is the controlling shareholder.
We could engage in a dispute with one or more of its joint venture partners or controlling shareholders in an investment that might affect its ability to operate a jointly-owned property. Moreover, its joint venture partners or controlling shareholders in an investment may, at any time, have business, economic or other objectives that are inconsistent with its objectives, including objectives that relate to the timing and terms of any sale or refinancing of a property. For example, the approval of certain of its investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties. In some instances, its joint venture partners or controlling shareholders in an investment may have competing interests in their markets that could create conflicts of interest. If the objectives of its joint venture partners or controlling shareholder in an investment are inconsistent with our own objectives, we will not be able to act exclusively in our interests.
If one or more of the investors in any of its jointly owned properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, there could be an adverse effect on the relevant property or properties and in turn, on our financial performance. Should a joint venture partner or controlling shareholder in an investment declare bankruptcy, we could be liable for its partner’s common share of joint venture liabilities or liabilities of the investment vehicle.
We are dependent on our Board of Directors, senior management and other key personnel.
The Company’s success, to a significant extent, depends on the continued employment of Eduardo S. Elsztain and certain other members of our Board of Directors and senior management, who have significant expertise and knowledge of our business and industry. The loss or interruption of their services for any reason could have a material adverse effect on our business and results of operations. Our future success also depends in part upon our ability to attract and retain other highly qualified personnel. We cannot assure you that we will be successful in hiring or retaining qualified personnel, or that any of our personnel will remain employed by us, which may have a material adverse effect on our financial condition and results of operations.
We may face potential conflicts of interest relating to our principal shareholders.
Our largest beneficial owner is Mr. Eduardo S. Elsztain, according to his indirect shareholding through Cresud S.A.C.I.F. y A. As of June 30, 2023, such beneficial ownership consisted of 471,976,181 common shares held by Cresud S.A.C.I.F. y A. Conflicts of interest between our management and that of our related companies may arise in connection with the performance of their respective business activities. As of June 30, 2023, Mr. Eduardo S. Elsztain also beneficially owned approximately 58.2% of our common shares. We cannot assure you that our principal shareholders and our affiliates will not limit or cause us to forego business opportunities that our affiliates may pursue or that the pursuit of other opportunities will be in our interest.
Disease outbreaks or other public health concerns could reduce traffic in our shopping malls.
As a result of the Covid-19 pandemic, the Argentine government enacted several regulations limiting the operation of schools, cinemas and shopping malls, which has significantly reduced traffic at our shopping malls. See “Risks Relating to Argentina –The emergence and spread of a pandemic-level disease or threat to public health, such as Covid-19, may have a material adverse impact on the Argentine and global economy, our business operations, financial condition or results of operations.” We cannot assure you that new disease outbreaks or health hazards will not occur in the future, or that such an outbreak or health hazard would not significantly affect consumer and/or tourists’ activity. The recurrence of such a scenario could adversely affect our business and the results of operations.
| 33 |
| Table of Contents |
Risks Relating to our Investment in Banco Hipotecario
As of June 30, 2023, we owned approximately 29.91% of the outstanding capital stock of Banco Hipotecario. Banco Hipotecario’s assets as of such date were ARS 672,049.9 million. All of Banco Hipotecario’s operations, properties and customers are located in Argentina. Accordingly, the quality of Banco Hipotecario’s loan portfolio, financial condition and results of operations depend on economic, regulatory and political conditions prevailing in Argentina. These conditions include growth rates, inflation rates, exchange rates, changes to interest rates, changes to government policies, social instability and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.
The short-term structure of the deposit base of the Argentine financial system, including Banco Hipotecario, could lead to a reduction in liquidity levels and limit the long-term expansion of financial intermediation.
Given the short-term structure of the deposit base of the Argentine financial system, credit lines are also predominantly short-term, with the exception of mortgages, which represent a low proportion of the existing credit base. Although liquidity levels are currently reasonable, no assurance can be given that these levels will not be reduced due to a future negative economic scenario. Therefore, there is still a risk of low liquidity levels that could increase funding cost in the event of a withdrawal of a significant amount of the deposit base of the financial system, and limit the long-term expansion of financial intermediation including Banco Hipotecario.
The growth and profitability of Argentina’s financial system partially depend on the development of long-term funding. During 2019, Central Bank reserves registered an abrupt fall mainly due to U.S. dollars sales by the Central Bank and the National Treasury to the private sector; cancellation of public debt; and outflow of dollar deposits from the private sector. As a consequence, there is a reduction of loans denominated in U.S. dollars. Since most deposits in the Argentine financial system are short-term, a substantial portion of the loans have the same or similar maturities, and there is a small portion of long-term credit lines. The uncertainty with respect to the level of inflation in future years is a principal obstacle to a faster recovery of Argentina’s private sector long-term lending. This uncertainty has had, and may continue to have a significant impact on both the supply of and demand for long-term loans as borrowers try to hedge against inflation risk by borrowing at fixed rates while lenders hedge against inflation risk by offering loans at floating rates. If longer-term financial intermediation activity does not grow, the ability of financial institutions, including Banco Hipotecario, to generate profits will be negatively affected.
Banco Hipotecario issues debt in the local and international capital markets as one of its sources of funding and its capacity to successfully access the local and international markets on favorable terms affects its cost of funding.
In recent years, Banco Hipotecario has diversified its financing sources by increasing deposits. Still, Banco Hipotecario remains having presence in the local and international capital markets. As of June 30, 2023, the issuance of notes represented 2.8% of its total liabilities. The ability of Banco Hipotecario to successfully access the local and international capital markets and on acceptable terms depends largely on capital markets conditions prevailing in Argentina and internationally. Banco Hipotecario has no control over capital markets conditions, which can be volatile and unpredictable.
The stability of the financial system depends upon the ability of financial institutions, including Banco Hipotecario, to maintain and increase the confidence of depositors.
The measures implemented by the Argentine Government in late 2001 and early 2002, in particular the restrictions imposed on depositors to withdraw money freely from banks and the “pesification” and restructuring of their deposits, were strongly opposed by depositors due to the losses on their savings and undermined their confidence in the Argentine financial system and in all financial institutions operating in Argentina.
| 34 |
| Table of Contents |
If depositors once again withdraw their money from banks in the future, there may be a substantial negative impact on the manner in which financial institutions, including Banco Hipotecario, conduct their business, and on their ability to operate as financial intermediaries. Loss of confidence in the international financial markets may also adversely affect the confidence of Argentine depositors in local banks.
In the future, an adverse economic situation, even if it is not related to the financial system, could trigger a massive withdrawal of capital from local banks by depositors, as an alternative to protect their assets from potential crises. Any massive withdrawal of deposits could cause liquidity issues in the financial sector and, consequently, a contraction in credit supply.
The occurrence of any of the above could have a material and adverse effect on Banco Hipotecario’s expenses and business, results of operations and financial condition.
The asset quality of financial institutions is exposed to the non-financial public sector and Central Bank’s indebtedness.
Financial institutions carry significant portfolios of bonds issued by the Argentine Government and by provincial governments as well as loans granted to these governments. The exposure of the financial system to the non-financial public sector’s indebtedness had been shrinking steadily, from 49.0% of total assets in 2002 to 16.8% towards the end of 2022. To an extent, the value of the assets held by Argentine banks, as well as their capacity to generate income, is dependent on the creditworthiness of the non-financial public sector, which is in turn tied to the Argentine Government’s ability to foster sustainable long-term growth, generate fiscal revenue and reduce public expenditure.
In addition, financial institutions currently carry securities issued by the Central Bank in their portfolios, which generally are short-term. As of June 30, 2023, Banco Hipotecario’s total exposure to the public sector was ARS 80,932.203 million, which represented 12.04% of its assets as of that date, and the total exposure to securities issued by the Central Bank was ARS 144,256.440 million, which represented 21.47% of its total assets as of June 30, 2023.
Banco Hipotecario could suffer losses in its investment portfolios due to volatility in the capital markets and in the exchange rate, which could significantly affect Banco Hipotecario’s financial condition and results of operations.
As of June 30, 2023, Banco Hipotecario had a total exposure in Leliq of ARS 141,818 million, and had arranged swap transactions with the Central Bank against Leliq amounting to ARS 221,303 million. Banco Hipotecario could suffer losses related to its U.S. dollar investments due to changes in market prices, defaults, fluctuations in market interest rates and exchange rates, changes in the market perception of the credit quality of both public sector instruments and private issues, or other reasons. A decline in the performance of the capital markets may cause Banco Hipotecario to record net losses due to a decrease in the value of its investment portfolios, in addition to losses from trading positions caused by volatility in financial market prices, even in the absence of a general economic downturn. Any of these losses could have a material adverse effect on Banco Hipotecario’s financial condition and results of operations.
The quality of Banco Hipotecario’s assets and that of other financial institutions may deteriorate if the Argentine private sector is affected by economic events in Argentina or international macroeconomic conditions.
The capacity of many Argentine private sector debtors to repay their loans has in the past deteriorated as a result of certain economic events in Argentina or macroeconomic conditions, materially affecting the asset quality of financial institutions, including Banco Hipotecario. The ratio of non-performing private sector loans has increased in recent years, as Argentina’s economic outlook deteriorated. Banco Hipotecario recorded non-performing loan ratios of 12.3%, 13.4% and 4.2% for June 30, 2020, 2021, and 2022, respectively. The quality of its loan portfolio is highly sensitive to economic conditions prevailing from time to time in Argentina, and as a result if Argentina were to experience adverse macroeconomic conditions, the quality of Banco Hipotecario’s loan portfolio and the recoverability of its loans would likely be adversely affected. This might affect the creditworthiness of Banco Hipotecario’s loan portfolio and the results of operations.
| 35 |
| Table of Contents |
The Consumer Protection Law may limit some of the rights afforded to Banco Hipotecario.
Argentine Law No. 24,240 (the “Consumer Protection Law”) sets forth a series of rules and principles designed to protect consumers, which include Banco Hipotecario’s customers. The Consumer Protection Law was amended by Law No. 26,361 on March 12, 2008 to expand its applicability and the penalties associated with violations thereof. Additionally, Law No. 25,065 (as amended by Law No. 26,010 and Law No. 26,361, the “Credit Card Law”) also sets forth public policy regulations designed to protect credit card holders. Recent Central Bank regulations, such as Communication “A” 5,388, also protects consumers of financial services.
In addition, the Civil and Commercial Code has a chapter on consumer protection, stressing that the rules governing consumer relations should be applied and interpreted in accordance with the principle of consumer protection and that a consumer contract should be interpreted in the sense most favorable to it. The application of both the Consumer Protection Law and the Credit Card Law by administrative authorities and courts at the federal, provincial and municipal levels has increased. This trend has increased general consumer protection levels. If Banco Hipotecario is found to be liable for violations of any of the provisions of these laws, the potential penalties could limit some of Banco Hipotecario’s rights, for example, with respect to its ability to collect payments due from services and financing provided by us, and adversely affect Banco Hipotecario’s financial results of operations.
We cannot assure you that court and administrative rulings based on the newly-enacted regulation or measures adopted by the enforcement authorities will not increase the degree of protection given to Banco Hipotecario’s debtors and other customers in the future, or that they will not favor the claims brought by consumer groups or associations. This may prevent or hinder the collection of payments resulting from services rendered and financing granted by us, which may have an adverse effect on Banco Hipotecario’s business and results of operations.
Class actions against financial institutions for unliquidated amounts may adversely affect the financial system’s profitability.
Certain public and private organizations have initiated class actions against financial institutions in Argentina. The National Constitution and the Consumer Protection Law contain certain provisions regarding class actions. However, their guidance with respect to procedural rules for instituting and trying class action cases is limited. Nonetheless, through an ad hoc doctrine, Argentine courts have admitted class actions in some cases, including various lawsuits against financial entities related to “collective interests” such as alleged overcharging on products, interest rates and advice in the sale of public securities, etc. If class action plaintiffs were to prevail against financial institutions, their success could have an adverse effect on the financial industry in general and indirectly on Banco Hipotecario’s business.
Banco Hipotecario operates in a highly regulated environment and its operations are subject to capital controls regulations adopted by several regulatory agencies.
Financial institutions are subject to a major number of regulations concerning functions historically determined by the Central Bank and other regulatory authorities. The Central Bank may penalize Banco Hipotecario and its directors, members of the Executive Committee and members of its Supervisory Committee, in the event of any breach of the applicable regulation. Potential sanctions, for any breach of the applicable regulations, may vary from administrative and/or disciplinary penalties to criminal sanctions. Similarly, the CNV, which authorizes securities offerings and regulates the capital markets in Argentina, has the authority to impose sanctions on us and Banco Hipotecario’s Board of Directors for breaches of corporate governance established in the capital markets laws and the CNV Rules. The UIF regulates matters relating to the prevention of asset laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions.
| 36 |
| Table of Contents |
We cannot assure you whether such regulatory authorities will commence proceedings against Banco Hipotecario, its shareholders, directors or its Supervisory Committee, or penalize Banco Hipotecario. Banco Hipotecario has adopted “Know Your Customer” and other policies and procedures to comply with its duties under currently applicable rules and regulations.
In addition to regulations specific to the banking industry, Banco Hipotecario is subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls. We cannot assure you that existing or future legislation and regulation will not require material expenditures by Banco Hipotecario or otherwise have a material adverse effect on Banco Hipotecario’s consolidated operations.
The effects of legislation that restricts our ability to pursue mortgage foreclosure proceedings could adversely affect us.
The ability to pursue foreclosure proceedings through completion, in order to recover on defaulted mortgage loans, has an impact on financial institutions activities. On December 13, 2006, pursuant to Law No. 26,177, the “Restructuring Unit Law” was created to allow all mortgage loans to be restructured between debtors and the former Banco Hipotecario Nacional, insofar as such mortgages had been granted prior to the effectiveness of the Convertibility Law. Law No. 26,313, the “Pre-convertibility Mortgage Loans Restructuring Law,” was enacted by the Argentine Congress on November 21, 2007 and partially signed into law on December 6, 2007 to establish the procedure to be followed in the restructuring of mortgage loans within the scope of Section 23 of the Mortgage Refinancing System Law in accordance with the guidelines established by the Restructuring Unit Law. To this end, a recalculation was established for certain mortgage loans originated by the former Banco Hipotecario Nacional before April 1, 1991.
Executive Branch Decree No. 2,107/08 issued on December 19, 2008 regulated the Pre-convertibility Mortgage Loans Restructuring Law and established that the recalculation of the debt applies to the individual mortgage loans from global operations in effect on December 31, 2008 and agreed upon prior to April 1, 1991, and in arrears at least since November 2007 and remaining in arrears on December 31, 2008. In turn, the Executive Branch Decree No. 1,366/10, published on September 21, 2010, expanded the universe of Pre-convertibility loans subject to restructuring to include the individual mortgage loans not originating in global operations insofar as they met the other requirements imposed by Executive Branch Decree No. 2,107/08. In addition, Law No. 26,313 and its regulatory decrees also condoned the debts on mortgage loans granted before the Convertibility Law in so far as they had been granted to deal with emergency situations and in so far as they met the arrears requirement imposed on the loans subject to recalculation.
Subject to the Central Bank’s supervision, Banco Hipotecario implemented the recalculation of mortgage loans within the scope of the aforementioned rules by adjusting the value of the new installments to a maximum amount not in excess of 20% of household income. In this respect, we estimate that Banco Hipotecario has sufficient loan loss provisions to face any adverse economic impact on the portfolio involved. We cannot assure that the Argentine Government will not enact additional laws restricting our ability to enforce our rights as a creditor and/or imposing a condition or a reduction of principal on the amounts unpaid in our mortgage loan portfolio. Any such circumstance could have a significant adverse effect on our financial condition and the results of our operations.
Increased competition and MA activities in the banking industry may adversely affect Banco Hipotecario.
Banco Hipotecario foresees increased competition in the banking sector. If the trend towards decreasing spreads is not offset by an increase in lending volumes, the ensuing losses could lead to mergers in the industry. These mergers could lead to the establishment of larger, stronger banks with more resources than us. Therefore, although the demand for financial products and services in the market continues to grow, competition may adversely affect Banco Hipotecario’s results of operations, resulting in shrinking spreads and commissions.
| 37 |
| Table of Contents |
Future governmental measures may adversely affect the economy and the operations of financial institutions.
The Argentine Government has historically exercised significant influence over the economy, and financial institutions, in particular, have operated in a highly regulated environment. We cannot assure you that the laws and regulations currently governing the economy or the banking sector will remain unaltered in the future or that any such changes will not adversely affect Banco Hipotecario’s business, financial condition or results of operations and Banco Hipotecario’s ability to honor its debt obligations in foreign currency.
Several legislative bills to amend the Financial Institutions Law have been sent to the Argentine Congress. If the law currently in force were to be comprehensively modified, the financial system as a whole could be substantially and adversely affected. If any of these legislative bills were to be enacted or if the Financial Institutions Law were amended in any other way, the impact of the subsequent amendments to the regulations on the financial institutions in general, Banco Hipotecario’s business, its financial condition and the results of operations is uncertain.
Law No. 26,739 was enacted to amend the Central Bank’s charter, the principal aspects of which are: (i) to broaden the scope of the Central Bank’s mission (by establishing that such institution shall be responsible for financial stability and economic development while pursuing social equity); (ii) to change the obligation to maintain an equivalent ratio between the monetary base and the amount of international reserves; (iii) to establish that the Board of Directors of the institution will be the authority responsible for determining the level of reserves required to guarantee normal operation of the MULC based on changes in external accounts; and (iv) to empower the monetary authority to regulate and provide guidance on credit through the financial system institutions, so as to “promote long-term production investment.”
In addition, the Civil and Commercial Code, among other things, modifies the applicable regime for contractual provisions relating to foreign currency payment obligations by establishing that foreign currency payment obligations may be discharged in Pesos. This amends the legal framework, pursuant to which debtors may only discharge their foreign currency payment obligations by making payment in the specific foreign currency agreed upon in their agreements; provided however that the option to discharge in Pesos a foreign currency obligation may be waived by the debtor is still under discussion. However, in recent years some court decisions have established the obligation to pay in foreign currency when it was so freely agreed by the parties. We are not able to ensure that any current or future laws and regulations (including, in particular, the amendment to the Financial Institutions Law and the amendment to the Central Bank’s charter) will not result in significant costs to Banco Hipotecario, or will otherwise have an adverse effect on Banco Hipotecario’s operations.
Banco Hipotecario’s obligations as trustee of PROCREAR trust are limited.
Banco Hipotecario currently acts as trustee of the PROCREAR Trust, which aims to facilitate access to housing solutions by providing mortgage loans for construction and developing housing complexes across Argentina. Under the terms and conditions of the PROCREAR Trust, all the duties and obligations under the trust have to be settled with the trust estate. Notwithstanding, if the aforementioned is not met, Banco Hipotecario could have its reputation affected. In addition, if the Argentine Government decides to terminate the PROCREAR Trust and/or terminate Banco Hipotecario’s role as trustee of the PROCREAR Trust, this may adversely affect Banco Hipotecario’s results of operations.
The exposure of Banco Hipotecario to individual borrowers could lead to higher levels of past due loans, allowances for loan losses and charge-offs.
A substantial portion of Banco Hipotecario’s loan portfolio consists of loans to individual customers in the lower-middle to middle income segments of the Argentine population. The quality of Banco Hipotecario’s portfolio of loans to individuals is dependent to a significant extent on economic conditions prevailing from time to time in Argentina. Lower-middle to middle income individuals are more likely to be exposed to and adversely affected by adverse developments in the Argentine economy than corporations and high-income individuals. As a result, lending to these segments represents higher risk than lending to such other market segments. Consequently, Banco Hipotecario may experience higher levels of past due amounts, which could result in higher provisions for loan losses. Therefore, there can be no assurance that the levels of past due amounts and subsequent charge-offs will not be materially higher in the future.
| 38 |
| Table of Contents |
An increase in fraud or transaction errors may adversely affect Banco Hipotecario.
As with other financial institutions, Banco Hipotecario is susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given the high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, some of our transactions are not fully automated, which may further increase the risk that human error or employee tampering will result in losses that may be difficult to detect quickly or at all. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors might adversely affect Banco Hipotecario’s reputation, business, the results of operations and financial condition.
Risks Relating to the GDSs and the Common Shares
Shares eligible for sale could adversely affect the price of our common shares and GDSs.
The market prices of our common shares and GDS could decline as a result of sales by our existing shareholders of common shares or GDSs in the market, or the perception that these sales could occur. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
The GDSs are freely transferable under U.S. securities laws, including common shares sold to our affiliates. Cresud, which as of June 30, 2023, owned approximately 56.0% (without considering treasury shares) of our common shares (or approximately 454,612,016 common shares which may be exchanged for an aggregate of 45,461,201 GDSs), is free to dispose of any or all of its common shares or GDSs at any time in its discretion. Sales of a large number of our common shares and/or GDSs would likely have an adverse effect on the market price of our common shares and GDSs.
If we issue additional equity securities in the future, you may suffer dilution, and trading prices for our equity securities may decline.
We may issue additional shares of our common stock for financing future acquisitions or new projects or for other general corporate purposes. Any such issuance could result in a dilution of your ownership stake and/or the perception of any such issuances could have an adverse impact on the market price of the GDSs.
We are subject to certain different corporate disclosure requirements and accounting standards than domestic issuers of listed securities in the United States
There is less publicly available information about the issuers of securities listed on the Argentine stock exchanges than information publicly available about domestic issuers of listed securities in the United States and certain other countries.
Although the GDSs are listed on the NYSE, as a foreign private issuer we are able to rely on home country governance requirements rather than relying on the NYSE corporate governance requirements. See “Item 16.G. Corporate Governance—Compliance with NYSE listing standards on corporate governance.” Additionally, as a foreign private issuer, we are exempt from certain rules under the Exchange Act including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their Annual Report on Form 20-F until four months after the end of each fiscal year, while United States domestic issuers that are accelerated filers are required to file their Annual Report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders companies that are not foreign private issuers.
| 39 |
| Table of Contents |
Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment.
We are a publicly held corporation (sociedad anónima) organized under the laws of Argentina. Most of our directors and our senior managers are located in Argentina. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or them in United States courts judgments obtained in such courts predicated upon the civil liability provisions of the United States federal securities laws. We have been advised by our Argentine counsel, Zang, Bergel Viñes, that there is doubt whether the Argentine courts will enforce, to the same extent and in as timely a manner as a United States or foreign court, an action predicated solely upon the civil liability provisions of the United States federal securities laws or other foreign regulations brought against such persons or against us.
If we are considered to be a passive foreign investment company for United States federal income tax purposes, United States holders of our common shares or GDSs would suffer negative consequences.
Based on the past and projected composition of our income and assets and the valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company (a “PFIC”)for United States federal income tax purposes for the taxable year ending June 30, 2023, and do not currently expect to become a PFIC, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC in the current or any future taxable year due to changes in our asset or income composition or if our projections are not accurate. The volatility and instability of Argentina’s economic and financial system may substantially affect the composition of our income and assets and the accuracy of our projections. In addition, this determination is based on the interpretation of certain United States Treasury regulations relating to rental income, which regulations are potentially subject to different interpretations. If we become a PFIC, U.S. Holders (as defined in “Item 10. Additional Information—F. Taxation—United States Taxation”) of our common shares or GDSs will be subject to certain United States federal income tax rules that have negative consequences for them such as additional tax and an interest charge upon certain distributions by us or upon a sale or other disposition of our common shares or GDSs at a gain, as well as reporting requirements. See “Item 10. F—Additional Information—F. Taxation—United States Taxation—Passive Foreign Investment Company” for a more detailed discussion of the consequences if we are deemed a PFIC. You should consult your own tax advisors regarding the application of the PFIC rules to your particular circumstances.
Changes in Argentine tax laws may affect the tax treatment of our common shares or GDSs.
Law No. 26,893, which amended Law No. 20,628 (the “Income Tax Law”), was enacted on September 12, 2013, and published in the Official Gazette on September 23, 2013. According to the amendments, the distribution of dividends by an Argentine corporation was subject to income tax at a rate of 10.0%, unless such dividends were distributed to Argentine corporate entities.
The dividend tax was repealed by Law No. 27,260, published in the Official Gazette on July 22, 2016, and consequently no income tax withholding was applicable on the distribution of dividends in respect of both Argentine and non-Argentine resident shareholders, except when dividends distributed were greater than the income determined according to the application of the Income Tax Law, accumulated at the fiscal year immediately preceding the year in which the distribution is made. In such case, the excess was subject to a rate of 35%, for both Argentine and non-Argentine resident shareholders. This treatment still applies to dividends to be distributed at any time out of retained earnings accumulated until the end of the last fiscal year starting before January 1, 2018.
However, pursuant to Law No. 27,430, as amended by Law No. 27,541 and Law No. 27,630, dividends distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, and other profits paid in cash or in kind —except for stock dividends or quota dividends— by companies and other entities incorporated in Argentina referred to in the Income Tax Law, to Argentine resident individuals, resident undivided estates and foreign beneficiaries are subject to income tax at a 7% rate on profits accrued in fiscal years starting on January 1, 2018 and onwards. If dividends are distributed to Argentine corporate taxpayers (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina), no dividend tax would apply.
| 40 |
| Table of Contents |
In addition, capital gains originated from the disposal of shares and other securities, including securities representing shares and deposit certificates, are subject to capital gains tax. Law No. 27,430 effective as of January 1, 2018, provides that capital gains obtained by Argentine resident individuals from the disposal of shares and GDSs are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares are traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.
Such law also provides that the capital gains tax applicable to non-residents for transactions entered into until December 30, 2017 is still due, although no taxes will be claimed to non-residents with respect to past sales of Argentine shares or other securities traded in the CNV’s authorized markets (such as GDSs) as long as the cause of the non-payment was the absence of regulations stating the mechanism of tax collection at the time the transaction was closed. The AFIP’s General Resolution No. 4,227, which came into effect on April 26, 2018, stipulates the procedures through which the income tax should be paid to the AFIP. The payment of capital gains tax applicable for transactions entered into before December 30, 2017 was due on June 11, 2018.
In addition, Decree No. 824/2019, published in the Official Gazette on December 6, 2019 and which introduced the new consolidated text of the Income Tax Law, maintains the 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by non-residents. However, non-residents are exempt from the capital gains tax on gains obtained from the sale of (a) Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering. The exemptions will only apply to the extent the foreign beneficiaries reside in, and the funds used for the investment proceed from jurisdictions not considered as not cooperating for purposes of fiscal transparency.
In case the exemption is not applicable and, to the extent foreign beneficiaries neither reside in, nor the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, the gain realized from the disposition of shares would be subject to Argentine income tax at a 13.5% effective rate on the gross price. In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, a 31.5% effective rate on the gross price should apply.
Therefore, holders of our common shares, including in the form of GDSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences under their specific facts.
Holders of the GDS may be unable to exercise voting rights with respect to the common shares underlying their GDSs.
As a holder of GDS, we will not treat you as one of our shareholders and you will not have shareholder rights. The depositary will be the holder of the common shares underlying your GDSs and holders may exercise voting rights with respect to the common shares represented by the GDSs only in accordance with the deposit agreement relating to the GDSs. There are no provisions under Argentine law or under our bylaws that limit the exercise by GDS holders of their voting rights through the depositary with respect to the underlying common shares. However, there are practical limitations on the ability of GDS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. For example, holders of our common shares will receive notice of shareholders’ meetings through publication of a notice in the CNV’s website, an Official Gazette in Argentina, an Argentine newspaper of general circulation and the bulletin of BASE, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. GDS holders, by comparison, will not receive notice directly from us. Instead, in accordance with the deposit agreement, we will provide the notice to the GDS Depositary. If we ask the GDS Depositary to do so, the GDS Depositary will mail to holders of GDSs the notice of the meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights, GDS holders must then instruct the GDS Depositary as to voting the common shares represented by their GDSs. Under the deposit agreement, the GDS Depositary is not required to carry out any voting instructions unless it receives a legal opinion from us that the matters to be voted on would not violate our by-laws or Argentine law. We are not required to instruct our legal counsel to give that opinion. Due to these procedural steps involving the GDS Depositary, the process for exercising voting rights may take longer for GDS holders than for holders of common shares and common shares represented by GDSs may not be voted as you desire.
| 41 |
| Table of Contents |
We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.
In addition to the trading of our GDSs in the United States, our common shares are traded in Argentina. Trading the GDSs or our common shares on these markets will take place in different currencies (U.S. dollars on the NYSE and Pesos on ByMA), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of these securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on ByMA could cause a decrease in the trading price of the GDSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the GDSs available for trading on the other exchange. In addition, holders of GDSs will not be immediately able to surrender their GDSs and withdraw the underlying common shares for trading on the other market without effecting necessary procedures with the GDS Depositary. This could result in time delays and additional cost for holders of GDSs.
Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.
Our corporate affairs are governed by our by-laws and by Argentine corporate law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States, such as the States of Delaware or New York, or in other jurisdictions outside Argentina. In addition, your rights or the rights of holders of our common shares to protect your or their interests in connection with actions by our Board of Directors may be fewer and less well defined under Argentine corporate law than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets are not as highly regulated or supervised as the United States securities markets or markets in some other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, putting holders of our common shares and GDSs at a potential disadvantage.
Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the GDSs.
Over the last twenty years in Argentina exchange controls and transfer restrictions have been periodically imposed, substantially limiting the ability of companies to retain foreign currency or make payments abroad. Since 2019, new regulations have significantly curtailed access to the foreign exchange market by individuals and private sector entities.
In this regard, the Argentine Government imposed restrictions on the conversion of Argentine currency into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Argentina. Argentine law currently permits the Argentine Government to impose these kind of restrictions temporarily in circumstances where a serious imbalance develops in Argentina’s balance of payments or where there are reasons to foresee such an imbalance. We cannot assure you that GDS Depositary for the GDSs may hold the Pesos it cannot convert for the account of the GDS holders who have not been paid. No assurance can be given that payments to non-resident investors will not suffer delays under the current foreign exchange market regulations or be subject to any additional restrictions, such as a different exchange rate to convert the Pesos into U.S dollars, that may be higher than the current official exchange rate. In this regard, we suggest consulting with the corresponding custodian banks about the exchange regulations applicable. See “Item 10. Additional Information—D Exchange Controls.”
| 42 |
| Table of Contents |
The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce.
Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States and some other Latin American countries. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under United States law as a result of Argentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a United States company.
We may not pay any dividends.
In accordance with Argentine corporate law, we may pay dividends to shareholders out of net and realized profits, if any, as set forth in our Audited Financial Statements prepared in accordance with IFRS. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders meeting. The approval of dividends requires the affirmative vote of a majority of the shareholders entitled to vote present at the meeting. As a result, we cannot assure you that we will be able to generate enough net and realized profits so as to pay dividends or that our shareholders will decide that dividends will be paid.
Our ability to pay dividends is limited by law and our by-laws.
In accordance with Argentine corporate law, we may pay dividends in Pesos out of retained earnings and/or Other Reserves, if any, to the extent set forth in our Audited Financial Statements prepared in accordance with IFRS. Our shareholders’ ability to receive cash dividends may be limited by the ability of the GDS Depositary to convert cash dividends paid in Pesos into U.S. dollars. Under the terms of our deposit agreement with the depositary for the GDSs, to the extent that the depositary can in its judgment convert Pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars to the United States, the depositary will promptly as practicable convert or cause to be converted all cash dividends received by it on the deposited securities into U.S. dollars. If in the judgment of the depositary this conversion is not possible on a reasonable basis (including as a result of applicable Argentine laws, regulations and approval requirements), the depositary may distribute the foreign currency received by it or in its discretion hold such currency uninvested for the respective accounts of the owners entitled to receive the same. As a result, if the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution.
You might be unable to exercise preemptive or accretion rights with respect to the common shares underlying your GDSs.
Under Argentine corporate law, if we issue new common shares as part of a capital increase, our shareholders will generally have the right to subscribe for a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares of either the class held by them or other classes which remain unsubscribed at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. Under the deposit agreement, the GDS Depositary will not exercise rights on your behalf or make rights available to you unless we instruct it to do so, and we are not required to give that instruction. In addition, you may not be able to exercise the preemptive or accretion rights relating to the common shares underlying your GDSs unless a registration statement under the Securities Act, as amended, is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, you may receive only the net proceeds from the sale of your preemptive rights by the GDS Depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of common shares or GDSs may suffer dilution of their interest in our company upon future capital increases.
| 43 |
| Table of Contents |
Our shareholders may be subject to liability for certain votes of their securities.
Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe to. However, shareholders who have a conflict of interest with us and do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to LGS or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
Our warrants are exercisable under limited circumstances and will expire.
On May 12, 2021, we issued an aggregate of 80,000,000 warrants to purchase 80,000,000 of our common shares, and will expire on May 12, 2026. Each warrant will be exercisable only if the common share rights or GDS rights to which such warrant relates have been exercised, and such warrant will be exercisable after 90 days following its issuance during the nine-day period from and including the 17th through the 25th day of each February, May, September and November, on the day prior to their expiration and on their expiration date (to the extent such dates are business days in New York City and Buenos Aires, Argentina). As of the date of this Annual Report, there are 79,646,262 warrants outstanding.
ITEM 4. Information on the Company
A. History and Development of the Company
General Information
Our legal and commercial name is IRSA Inversiones y Representaciones Sociedad Anónima. We were incorporated and organized on April 30, 1943, under Argentine law as a stock corporation (sociedad anónima), and we were registered with the IGJ on June 23, 1943, under number 284, on page 291, book 46 of volume A. Pursuant to our bylaws, our term of duration expires on April 5, 2043.
Our common shares are listed and traded on the ByMA and our GDSs representing our common shares are listed on the NYSE. Our headquarters are located at Carlos M. Della Paolera 261, 9th Floor, City of Buenos Aires (C1001ADA), Argentina. Our telephone is +54 (11) 4323-7400. Our website is www.irsa.com.ar. Information contained in or accessible through our website is not a part of this Annual Report. We assume no responsibility for the information contained on these sites.
Our depositary agent for the GDSs in the United States is The Bank of New York Mellon whose address is 240 Greenwich Street, New York, NY 10286, and whose telephone numbers are +1-888-BNY-ADRS (+1-888-269-2377) for U.S. calls and +1-201-680-6825 for calls outside U.S.
History
IRSA Inversiones y Representaciones Sociedad Anónima, which was founded in 1943, is one of Argentina’s leading real estate companies and the only Argentine real estate company whose shares are listed both on ByMA and on the NYSE.
Since 1994, our main subsidiary was IRSA CP. During our fiscal year ended June 30, 2022, we underwent a reorganization process pursuant to which IRSA CP merged into IRSA, by way of absorption by IRSA of IRSA CP, and IRSA assumed, by universal succession, all of the assets and liabilities and succeed to all of the rights and obligations of IRSA CP with an effective date as of July 1, 2021. The merger of IRSA CP with IRSA as surviving corporation was duly registered by the corresponding Argentine control authorities on April 27, 2022.
| 44 |
| Table of Contents |
Shopping Malls
We are engaged in the acquisition, development and management of shopping malls. Since 1996, we have expanded our real estate activities in the shopping mall segment, through the acquisition and development of shopping malls.
As of June 30, 2023, we own 15 shopping malls in Argentina: Alto Palermo, Abasto Shopping, Alto Avellaneda, Alcorta Shopping, Patio Bullrich, Dot Baires Shopping, Soleil Premium Outlet, Distrito Arcos, Alto NOA Shopping, Alto Rosario Shopping, Mendoza Plaza Shopping, Córdoba Shopping Villa Cabrera, La Ribera Shopping, Alto Comahue Shopping and Patio Olmos (operated by a third party), totaling 335,826 sqm.
Offices
We own, develop and manage office buildings throughout Argentina.
During 2005, attractive prospects in office business led us to initiate the investment in this segment, through the acquisition of premium buildings, including La Nación Building, Dique IV del Plata Building, BankBoston Tower, Republic Building, among others.
In 2007, through Panamerican Mall S.A. (“Pamsa”), we started the construction of one of our most important projects called “Polo Dot,” a shopping mall, an office building and different plots of land to develop three additional office buildings (one of them may include a hotel). This project is located in the Saavedra neighborhood, at the intersection of General Paz Avenue and the Panamerican Highway. First, the shopping mall Dot Baires was developed and opened in May 2009 and then the office building was opened in July 2010, which marked the beginning of our operations in the growing corridor of rental offices located in the North Zone of Buenos Aires. In addition, on June 5, 2017, we reported the acquisition of the historic Philips Building, adjacent to the Dot Baires Shopping Mall, located in the Saavedra neighborhood in the City of Buenos Aires. It has 4 office floors, a total gross leasable area of approximately 8,017 sqm which has a remaining construction capacity of approximately 20,000 sqm. Likewise, through Pamsa, we developed the Zetta building, A+, which was inaugurated in May 2019, it has 11 office floors with a profitable area of 32,173 sqm, fully leased at the opening date, and obtained the LEED Gold Core Shell certification.
On April 29, 2021, we concluded the construction and inaugurated a new office development in Buenos Aires, named “200 Della Paolera”, a AAA-rated office building located in Catalinas, a premium corporate area in Argentina. This 30-story building has a total gross leasable area of 35,000 sqm, 318 parking spaces, services and amenities and obtained the LEED Gold Core Shell certification. We currently own 4,937 sqm. The building is equipped with the latest technology and designed to promote an agile and collaborative working environment.
As of June 30, 2023, we own a participation in six office buildings of rental office property totaling 74,392 square meters of gross leasable area. As subsequent events, on August 9, 2023, we sold one floor of the tower “261 Della Paolera” for a total leasable area of approximately 1,184 sqm and 10 parking lots located in the same building, and on July 24, 2023, we sold the entire building Suipacha 652/664. Also, on October 5, 2023, we sold and transferred two floors of the tower “261 Della Paolera” for a total leasable area of approximately 2,395 sqm and 18 parking lots located in the building. For more information, see “Recent Developments – 261 Della Paolera floors sales and Suipacha 652/664 building sale.”
Hotels
In 1997, we entered the hotel market through the acquisition of a 50% interest in the Llao Llao Hotel in Bariloche Province of Rio Negro and 76.3% in the Intercontinental Hotel in the City of Buenos Aires. In 1998, we also acquired Libertador Hotel in the City of Buenos Aires and subsequently sold a 20% interest in it to an affiliate of Sheraton Hotels, and during the fiscal year 2019, we re-acquired the 20% interest to obtain 100% of the capital of Hoteles Argentinos S.A.U and began to operate the hotel directly under the name “Libertador”.
| 45 |
| Table of Contents |
Sales and Developments
Since 1996, we have also expanded our operations to the residential real estate market through the development and construction of apartment tower complexes in the City of Buenos Aires and through the development of private residential communities in the greater Buenos Aires area.
We own an important 70-hectare property facing the Río de la Plata in the south of Puerto Madero, 10 minutes from the central area of Buenos Aires, denominated “Costa Urbana”, previously known as “Solares de Santa María”. The Company will have a construction capacity of approximately 866,806 sqm, which is expected to drive growth for the coming years through the development of mixed-use projects. IRSA will destinate 50.8 hectares for public use, which represents approximately 71% of the total area of the property and will contribute with three additional lots of the property, two for the Sustainable Urban Development Fund and one for the Innovation Trust, Science and Technology of the Government of the City of Buenos Aires.
Additionally, we have a project called “Polo Dot,” through our subsidiary Panamerican Mall S.A., located in the commercial complex adjoining to Dot Baires Shopping Mall. In the first phase, we developed the Zetta building which was inaugurated in May 2019. The second stage of the project consists of two office buildings that will add 38,400 sqm of GLA to the complex. We have noticed an important demand for premium office spaces in this new commercial center and we are confident that we will be able to generate a quality enterprise similar to the ones that the company has done in the past with attractive income levels and high occupancy. Additionally, on the plot where the Zetta Building is located, we have a surplus buildable surface of 15,940 sqm, where alternatives are being analyzed to develop a mixed-use project.
On March 22, 2018, we acquired, directly and indirectly, 100% of a land of approximately 78,000 sqm of surface located, in La Plata, Province of Buenos Aires. The objective of this acquisition is to develop a mixed-use project given that the land offers location and scale adequate characteristics for the commercial development in a place of great potential.
In February 2022, we acquired from the Government of the Autonomous City of Buenos Aires by public auction a property located at the corner of the intersections of Beruti Street and Coronel Díaz Avenue. Such property is located in front of Alto Palermo Shopping, a shopping center owned by the Company, located in the neighborhood of Palermo, one of the main commercial corridors of the City of Buenos Aires. The property has an area of approximately 2,387 sqm. Furthermore, it has a total covered area of approximately 8,136.85 sqm with future expansion potential.
In April 2022, as part of the payment for the sale of the Republica Building, we acquired a property, which is made up of four plots and has a frontage of 851 meters on the Bs As - La Plata Highway, on the side of the urbanized area the property has a frontage of 695 meters on Río Gualeguay Street between Tupungato and La Guarda streets. It has a total area of 465,642 sqm, with a usable area of 242,151 sqm and a buildable area of 521,399 sqm.
In December 2022, we acquired from the Government of the Autonomous City of Buenos Aires by public auction a property located at Paseo Colón 245 and 12 parking spaces located at Paseo Colón 275, which is close to “Casa Rosada”, the Argentine government headquarters. The property, with mixed-use potential, has 13 stories in a covered area of approximately 13,700 sqm and a basement with parking lots.
Others
Over the years, we have acquired 29.91% of the equity of Banco Hipotecario. Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services.
| 46 |
| Table of Contents |
In 2008, we decided to expand internationally into the United States, taking advantage of certain investment opportunities generated after the global financial crisis. We acquired a 49% interest in Metropolitan 885 3rd Ave (“Metropolitan”), whose main asset is a 34-story building with 59,000 sqm of gross leasable area named Lipstick Building, located at 885 Third Avenue, New York. On August 7, 2020, as a consequence of negotiations conducted in the context of an increased lease price effective as of May 2020, Metropolitan signed an agreement with the owner of the ground lease to end the commercial and leaving the administration of the building. As of June 30, 2020, Metropolitan no longer recognizes the liability associated with the ground lease, as well as all the assets and liabilities associated with the building, the operations and the management.
In December 2010 we acquired a 49% interest in the ownership of the building located at 183 Madison Avenue, Midtown South in Manhattan, New York and in November 2012 we increased our interest up to 74.5%. In September 2014, through our subsidiary Rigby 183 LLC, we completed the sale of the building.
In March 2012, we entered into an agreement with Supertel Hospitality Inc. whereby we invested approximately USD 20 million, which was a REIT listed on Nasdaq focused on medium-class hotels located in various states of the United States of America, managed by various operators and franchises. On September 22, 2021, Condor signed a sale agreement for its portfolio and announced a liquidation and dissolution plan, with the intention of distributing certain net income from the sale of the hotel portfolio to the shareholders, which was approved on December 1, 2021. As of December 31, 2021, Condor shares were delisted from the NYSE.
In 2014, we invested in the Israeli market through our acquisition of a controlling equity stake in IDBD. We carried out the acquisition in the context of a debt restructuring transaction related to IDBD’s holding company. We managed our business and operations in Israel through our subsidiaries IDBD and DIC. On September 25, 2020, the District Court in Tel Aviv-Jaffa, in response to a petition from IDBD’s creditors, declared the insolvency of IDBD and initiated liquidation proceedings. As of June 30, 2023, we no longer own any capital stock of IDBD while we have an investment in DIC that amounts to 1.5 million of shares.
Also, as of June 30, 2023, we own 27.8% of GCDI S.A. (“GCDI”, previously TGLT) capital stock, a construction and real estate company listed on the ByMA.
In order to expand our business to digitalization, we incorporated on October 8, 2018, We are Appa S.A. (former Pareto S.A.), with the social purpose of design, programming and development of software, mobile and web applications. As of June 30, 2023, IRSA’s interest in We are Appa S.A. was 98.7%. Also, as of June 30, 2023, we indirectly have a participation of 4.1% in Avenida Inc., a company dedicated to the e-commerce business.
Significant acquisitions, dispositions and development of business
“261 Della Paolera” floors sales
On August 17, 2022, the Company sold and transferred one floor of the tower “261 Della Paolera” for a total leasable area of approximately 1,184 square meters and 8 parking spaces located in the building. The transaction price was approximately USD 12.6 million (USD/square meters 10,600), which has already been paid.
On February 28, 2023, the deed for the sale of 2 floors with a total of 2,394 square meters, 18 parking spaces, and 4 complementary units of the aforementioned building was signed. The transaction price was USD 22.5 million, which has already been paid.
On March 28, 2023, the deed for the sale of 5 floors with a total of 5,922 square meters, 49 parking spaces, and 10 complementary units of the same building was signed. The transaction price was USD 58.7 million, which had already been paid.
Barter transaction Córdoba
On August 18, 2022, the transfer of ownership was made as an exchange of the Property “Lot 16” located in the province of Córdoba. The price of the transaction was USD 2 million, and in exchange, the client assumed the commitment and the obligation to transfer, under the horizontal property regime, future real estate which will consist of functional units (apartments) and complementary units (storage rooms). The construction and completion of this real estate will be at the client’s sole expense.
| 47 |
| Table of Contents |
Zetol – Sell of plot and Carrasco Boating Trust interest
On November 23, 2022, Zetol, subsidiary of Liveck S.A., sold the property number 46,931 located in Ciudad de la Costa, department of Canelones, to the Boating Trust for an amount of USD 8 million. The form of payment was the equivalent of USD 6 million in units and USD 2 million remains as an account receivable.
The units were delivered to the Maneiro family as partial cancellation of the debt that Liveck maintains with them for the purchase of the shares of Zetol.
Also, on the same date, a novation agreement was entered into between Zetol and the Carrasco Boating Trust, replacing the receivable of USD 2 million that Zetol had for the sale of the plot, becoming trustor and beneficiary of the Carrasco Boating Trust that will carry out the real estate development. As a result, Zetol has the right to receive the net proceeds from the sale of units, equivalent to 791.7 square meters.
Purchase of property on Paseo Colón Avenue
The Company purchased by public auction from the Government of the Autonomous City of Buenos Aires (hereinafter “GCBA”), a property located at 245 Paseo Colón Avenue and 12 parking spaces located at 275 Paseo Colón Avenue. The property, with potential for mixed uses, has 13 stories of offices space in a covered area of approximately 13,700 sqm and an underground parking area. The purchase price was ARS 1,435 million, which was paid in full. On March 7, 2023, the transfer deed of ownership was signed.
On May 29, 2023, the title transfer deed was signed and simultaneously the Company signed a bailment agreement with GCBA, which will maintain possession of the property free of charge for a period of 18 months (with the option to require a 6-month extension with a lease agreement), in accordance with the conditions agreed upon in the auction.
Purchase of We Are Appa´s common-shares
On June 22, 2023, IRSA purchased 5.04% of the common shares of We Are Appa for a purchase price of USD 115,000, which is equivalent to ARS 55.3 million. As a result, IRSA’s holding in We Are Appa increased to 98.67% of the share capital.
Barter transaction Conil
On June 27, 2023, the barter transaction was signed with Fideicomiso Esquina Guemes, which received 2 commercial premises, 2 apartments units and 4 parking spaces of the property located at Avenida General Güemes 898, Avellaneda district, province of Buenos Aires, which they were classified as “trading properties”. Likewise, a partial amendment of the barter transaction contract was signed, with which the parcel of land initially alloted is reincorporated.
Barter transaction Air Space Coto “Tower 2”
On June 30, 2023, in compliance with the barter transaction entered into in June 2016 with Abasto Twins S.A., the assignment of a functional parking space and the aerial right to raise of the “Tower 2 of Coto Abasto” for a price of USD 3 million was signed, for which the sum of USD 15,250 was received in cash, and as non-cash consideration, the obligation to receive at least 29 functional units of the future tower, representing the equivalent of 20% of the square meters of the plans approved by the Government of the City of Buenos Aires, for the construction of the tower, with a minimum insured of 1,639 square meters.
For information of significant acquisitions, dispositions and development of business after June 30, 2023, please see “Recent Developments”.
| 48 |
| Table of Contents |
Recent Developments:
Suipacha 652/664 building sale
On July 24, 2023, we announced that the Company sold the entire “Maple” building, which is located at Suipacha 652/664, Microcentro, Autonomous City of Buenos Aires.
The B-class building, acquired by the Company in 1991, features 7 floors of office space and 62 parking lots and has a gross leasable area of 11,465 sqm, which were vacant at the time of the transaction.
The transaction price was USD 6.75 million, of which USD 3 million has been collected in cash, USD 750,000 through the delivery of 3 functional units in a building owned by the buyer, with a 30-month non-onerous lease contract, and the remaining balance of USD 3 million will be paid as follows: (i) USD 2.5 million in 10 semiannual, equal and consecutive installments of USD 250,000, the first installment maturing 24 months after the signing of the deed, with an annual interest rate of 5%; and (ii) USD 500,000 through the provision of services by the buyer.
This sale is part of the Company’s strategy to consolidate a premium office portfolio in the City of Buenos Aires.
261 Della Paolera floors sales
On August 9, 2023, we informed that we have sold and transferred one floor of the tower “261 Della Paolera” located in the Catalinas district of the Autonomous City of Buenos Aires for a total leasable area of approximately 1,184 sqm and 10 parking lots located in the building.
The transaction price was approximately USD 12.1 million (USD/sqm 10,248), which had already been paid.
The financial result of this transaction will be recognized in the Company’s financial statements for the first quarter of fiscal year 2024.
On October 5, 2023, we informed that we have sold and transferred two floors of the tower “261 Della Paolera” located in the Catalinas district of the Autonomous City of Buenos Aires for a total leasable area of approximately 2,395 sqm and 18 parking lots located in the building.
The transaction price was approximately USD (MEP) 14.9 million (USD/sqm 6,300), which had already been paid.
After this transaction, we retain the rights for 4 floors of the building with an approximate leasable area of 4,937 sqm, in addition to parking lots and other complementary spaces.
The financial result of this transaction will be recognized in the Company’s financial statements for the second quarter of fiscal year 2024.
Sale of Quality Invest S.A.
On August 31, 2023, we informed that we have sold and transferred 100% of our participation in Quality Invest S.A. representing 50% of the capital stock.
Quality Invest S.A. is the owner of the property located at Avenida San Martín 601/611/645 in the city of San Martín, Province of Buenos Aires, of 159,996 sqm with a current covered surface of 80,027 sqm, which was the headquarters of Nobleza Picardo’s industrial plant until 2011.
| 49 |
| Table of Contents |
The transaction price was USD 22.9 million of which USD 21.5 million have been collected together with the transfer of the shares and the remaining amount of USD 1.4 million will be collected after 3 years, bearing interest at 7% per annum.
General Ordinary Shareholders’ Meeting
On September 5, 2023, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting, which was held on October 5, 2023, resolving the following:
1. Appointment of two shareholders to sign the meeting’s minutes.
2. Approval of the documents contemplated in section 234, paragraph 1, of LGS for the fiscal year ended June 30, 2023.
3. Approval of the allocation of net income for the fiscal year ended June 30, 2023 for ARS 57,350,858,685.45, as follows: (i) to the legal reserve for ARS 2,867,542,934.27, which sum, upon being adjusted, amounts to ARS 3,428,890,040.70, in accordance with the laws in force, and (ii) the balance of ARS 54,483,315,751.18, which sum, upon being adjusted, amounts to ARS 65,148,910,773.25, to the distribution of a dividend to the shareholders in proportion to their shareholding interests, payable in cash, in the amount of ARS 64,000,000,000. Taking into account that the adjusted income suffices to make payments of the proposed dividends, it was approved, by majority vote, (i) to allocate the balance of the adjusted income for the fiscal year, that is, the amount of ARS 1,148,910,773.25 to the reserve for distribution of future dividends and (ii) not to reverse the reserve for distribution of future dividends or the special reserve in the amounts originally recommended in this item on the agenda.
4. Approval of the Board of Directors’ performance for the fiscal year ended June 30, 2023, regarding the duties discharged by each one of its members and those discharged by the regular directors also performing tasks as members of the Audit and Executive Committees formed within the Board, during the fiscal year ended June 30, 2023.
5. Approval of the Supervisory Committee’s performance for the fiscal year ended June 30, 2023.
6. Approval of: (i) the compensation payable to the Company’s Board of Directors, in the aggregate amount of ARS 9,050,000,000 for the fiscal year ended June 30, 2023, for technical and administrative duties discharged by the directors, which compensation is commensurate with the reasonableness standards governing remunerations for the performance of executive tasks and has taken into account the Board members’ technical and operating skills and capabilities and their business expertise together with the commitment with their duties and, in the particular year under consideration, the successful outcome of their performance in connection with the debt refinancing and repayment process and the Company’s financial management, along with comparable market criteria for companies of similar standing, all the foregoing in accordance with the corporate governance practices set forth in the Corporate Governance Code; and (ii) the delegation of authority to the Board of Directors for it to (a) proceed with the allocation and distribution thereof in a timely manner in accordance with the specific tasks performed in due course by its members; (b) based on the changes in the compensation amounts recommended in this item on the Agenda, to make all adjustments as may be required in the Allocations to Directors table, as set forth in Chapter III, Article I, section 3 of the CNV Rules (2013 Revision) and timely submit same before the CNV, and (c) to make advance payments of monthly fees subject to consideration by the ensuing Ordinary Shareholders’ Meeting.
7. Approval of payment to the Supervisory Committee for duties discharged in the fiscal year ended June 30, 2023, of the aggregate amount of ARS 8,450,000 (eight million four hundred and fifty thousand Pesos), and to delegate authority to the Supervisory Committee to make the individual allocation of the stated amount.
| 50 |
| Table of Contents |
8. Approval of: (i) the number of regular directors should remain unchanged at 12 and that the number of alternate directors should be fixed at 3; (ii) the appointment of Messrs. Fernando Adrián Elsztain, Daniel Ricardo Elsztain, Oscar Pedro Bergotto and Nicolás Bendersky as Regular Directors should be renewed for a term of three fiscal years, that is, until June 30, 2026 and (iii) the appointment of Mr. Iair Manuel Elsztain as Alternate Director should be renewed for a term of three fiscal years, that is, until June 30, 2026. It was put on record that proposed regular directors, Messrs. Fernando Adrián Elsztain, Daniel Ricardo Elsztain and Nicolás Bendersky and alternate director Mr. Iair Manuel Elsztain, are non-independent directors whereas proposed director Mr. Oscar Pedro is an independent director pursuant to the provisions of Section 11, Article III, Chapter II of the CNV Rules (2013 Revision).
9. Approval of: (i) the appointment of Messrs. José Daniel Abelovich and Marcelo Héctor Fuxman and Ms. Noemí Ivonne Cohn as Regular members of the Supervisory Committee and Mr. Roberto Daniel Murmis and Mmes. Cynthia Deokmellian and Paula Sotelo as Alternate members of the Supervisory Committee for a term of one fiscal year, putting on record that, pursuant to the CNV rules, the nominees act in their independent capacity and that they have provided remunerated professional assistance in connection with companies under Section 33 of the AGCL and (ii) that authorization be granted to the proposed members of the Supervisory Committee to discharge duties in such capacity in other companies pursuant to the provisions of Sections 273 and 298 of the AGCL.
10. Approval of the appointment as certifying accountants for the fiscal year 2023/2024 of the following firms (a) Price Waterhouse Co. S.R.L. member of PricewaterhouseCoopers International Limited, acting through Mr. Carlos Brondo as Regular Independent Auditor and Mr. Andrés Suarez as Alternate Independent Auditor; and (b) Abelovich Polano Asociados, acting through Ms. Noemi Ivonne Cohn as Regular Independent Auditor and Messrs. José Daniel Abelovich and Marcelo Héctor Fuxman as Alternate Independent Auditors.
11. Approval of the compensation payable to the certifying accountants for duties discharged in the fiscal year ended June 30, 2023 in the amount of ARS 147,080,905.
12. Approval of: (i) the reversal of the allocation of 9,419,623 treasury shares of ARS 1.00 par value for the implementation of an incentive program intended for employees, management members and directors of the Company and (ii) the distribution of the aggregate amount of 13,928,410 treasury shares of the Company with a par value of ARS 1.00 that considering the distribution of fully paid-up shares and the change in the par value and that each share of ARS 1.00 par value was equal to 0.90780451408 shares of ARS 10.00 par value- after being adjusted as mentioned above, is equal to 12,644,273 shares of ARS 10.00 par value, including the number of shares specified in paragraph (i) above, to the Shareholders in proportion to their holdings and (ii) the grant of authorization to the Board of Directors to implement the distribution of the above stated shares.
13. Approval of the extension of the Program for the issuance of simple, non-convertible, unconditional notes, secured or unsecured, subordinated or senior, to be paid in in cash and/or in kind for a maximum outstanding amount of up to USD 750,000,000 (seven hundred fifty million dollars) or its equivalent in other currencies or value units, for an additional term of five years to be computed since the expiration of the term, that is, since March 20, 2024, or such longer term as permitted by the CNV Rules.
14. Approval of: (i) the delegation to the Board of Directors of the broadest powers to resolve upon the proceedings for and the implementation of the extension of the Program; (ii) the renewal of the delegation to the Board of Directors, as resolved at the Shareholders’ Meetings held on October 31, 2017, of the broadest powers to: (a) determine the terms and conditions of the Program, pursuant to the provisions of the Argentine Negotiable Obligations Law No. 23,576, as amended and regulated, including the powers to determine the amount thereof within the maximum amounts approved by the Shareholders’ Meeting; (b) approve and execute all such contracts and documents as may be related to the Program and the issuance of the various series and/or tranches of notes thereunder; and (c) determine the time and currency of issuance, term, price, payment method and conditions, type and rate of interest, use of proceeds and any further terms and conditions applicable to the various series and/or tranches of notes issued under the Program; (iii) that the Board be granted authorization to (a) approve, execute, grant and/or deliver any agreement, contract, document, instrument and/or security related to the proceedings for and/or implementation of the extension of the program and/or the increase or decrease of its amount and/or the issuance of the various series and/or tranches of notes thereunder, as may be deemed necessary by the Board of Directors or as may be requested by the Argentine Securities Commission, any securities markets in Argentina and/or abroad, Caja de Valores and/or any equivalent agencies; (b) apply for and secure authorization by the Argentine Securities Commission to carry out the public offering of such notes; (c) as applicable, apply for and secure before any competent authority or authorized securities market of Argentina and/or abroad the authorization for listing and trading such notes, and (d) carry out any proceedings, actions, filings and/or applications related to the program and/or the extension thereof and/or the increase and/or decrease of its amount and/or the issuance of the various series and/or tranches of notes under the program; and (iv) that the Board of Directors be granted authorization to sub-delegate the powers and authorizations referred to in items (i), (ii) and (iii) above to one or more of its members, Company’s managers or such individuals as may be appointed for such purposes in compliance with the laws in force.
| 51 |
| Table of Contents |
15. Approval of the appointment of attorneys and authorizations for the registration of procedures related to this meeting by the CNV, BYMA, Caja de Valores and the IGJ.
Share repurchase program. Modification of Maximum Price.
On September 5, 2023, we informed that our Board of Directors, by virtue of the powers granted at the meeting of the Board held on June 15, 2023, in connection with the creation of the share repurchase program for up to ARS 5,000,000,000 (five billion Pesos) pursuant to the terms of Section 64 of Law 26,831 and the Rules of the CNV, had resolved to modify the acquisition price of the Company’s own shares establishing a maximum value of USD 9.0 (nine U.S. dollars) per GDS and up to a maximum value in Pesos of ARS 720 (seven hundred and twenty Pesos) per share, maintaining the remaining terms and conditions duly communicated.
Change in the total amount of shares and its nominal value
On September 13, 2023, we informed that our shareholders’ meeting held on April 27, 2023 approved: (i) an increase in the capital stock in the amount of ARS 6,552,405,000, through the partial capitalization of the Issue Premium account, resulting in the issuance of 6,552,405,000 common shares, with a par value of ARS 1.00 (one Peso) and with the right to one vote per share; and (ii) a change in the nominal value of the common shares from ARS 1.00 to ARS 10.00 each and entitled to one (1) vote per share.
Having obtained the authorizations from the CNV and from the BASE, the Company informed all shareholders who had such quality as of September 19, 2023, according to the registry maintained by Caja de Valores, and effective as of September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, with a nominal value of ARS 1.00 each and one vote per share, for the amount of 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with nominal value ARS 10.00. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation.
Also, regarding the GDS holders, we instructed the GDS Depositary to process the reverse split, at the same rate as mentioned above for the ADR program, effective October 3, 2023.
Regarding the shareholders who, because of the entry in the Scriptural Registry, have fractions of common shares with a nominal value of ARS 10.00 and one vote per share, they were settled in cash in accordance with the listing regulations of ByMA. Regarding the shareholders who, due to the exchange of shares, did not reach at least one share with a nominal value of ARS 10.00, the necessary amount was assigned to them until the nominal value of ARS 10.00 is completed.
The Company’s share capital after these transactions amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share.
Likewise, the BASE has been requested to change the modality of the negotiation of the shares representing the share capital. Specifically, the negotiation price will be registered per share instead of being negotiated by ARS of nominal value, given that the change in nominal value, and the issuance of shares resulting from the capitalization, would produce a substantial downward effect on the share price.
| 52 |
| Table of Contents |
This capitalization and change in the nominal value of the shares do not modify the economic values of the holdings or the percentage of participation in the share capital.
Warrants – Modification on Ratio and Price
On September 14, 2023, we reported that as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) an amendment to section seven of its bylaws, changing the nominal value of the common shares from ARS 1.00 (one Peso) to ARS 10.00 (ten Pesos) each and entitled to one (1) vote per share, which was informed in September 13, 2023, where the outstanding shares will change from 811,137,457 common shares, with a nominal value of ARS 1.00 each and one vote per share, to the amount of 736,354,245 common shares with a face value of ARS 10.00 each and one vote per share, as it was approved by the shareholders meeting held on April 27, 2023. The terms and conditions of the outstanding warrants for common shares of the Company have been modified as follows:
Amount of shares to be issued per warrant: (i) ratio previous to the adjustment: 1.1719 (nominal value ARS 1.00); and (ii) ratio after the adjustment (current): 1.0639 (Nominal Value ARS 10.00). Warrant exercise price per new share to be issued: (i) price previous to the adjustment: USD 0.3689 (nominal value ARS 1.00); and (ii) price after the adjustment (current): USD 0.4063 (nominal value ARS 10.00). The other terms and conditions of the warrants remain the same.
Exercise of Warrants
On September 29, 2023, we informed that between September 17, 2023, and September 25, 2023, certain holders of warrants had exercised their right to acquire additional shares. Therefore, a total of 63,039 common shares of the Company were issued, with a face value of ARS 10. As a result of the exercise, the Company collected USD 27,246.88.
After the exercise of these warrants, the number of shares of the Company increased from 736,354,245 to 736,421,306 with a face value of ARS 10.00, the stock capital increased from 7,363,542,450 to 7,364,213,060, and the new number of outstanding warrants decreased from 79,709,301 to 79,646,262.
Likewise, the exercise of the warrants has been carried out in accordance with the terms and conditions established in the prospectus dated April 12, 2021 and the complementary notices regarding the offer by the Company of 80,000,000 ordinary book-entry shares and 80,000,000 options to subscribe ordinary shares.
Cash dividend payment
In accordance with the resolution of the Ordinary and Extraordinary General Shareholders’ meeting and the Board of Directors meeting dated October 5, 2023, due to the delegations made by the Shareholders’ Meeting, a cash dividend of ARS 64,000,000,000, charged to the year ended on June 30, 2023, equivalent to 884.687833212% of the stock capital with collection right represented by a total of 723,419,014 shares with a nominal value ARS 10.00, will be made available to the Company’s shareholders of record as of October 12, 2023, or on the subsequent date resulting from the application of the regulations in the jurisdictions where the Company’s shares are listed.
The amount per ordinary share (nominal value ARS 10.00) will be ARS 88.4687833212 and the amount per each GDS will be ARS 884.687833212, payable to all shareholders that have such quality as of October 11, 2023, according to the registry held by Caja de Valores. Payment will be made through Caja de Valores, at its address located at 25 de Mayo 362, City of Buenos Aires, from 10:00 a.m. to 3:00 p.m. (Buenos Aires time). GDS holders will receive the amounts corresponding to the dividend through the GDS Depositary as of the date resulting from the application of the regulations in force in the jurisdiction where the Company’s GDSs are listed.
| 53 |
| Table of Contents |
The distribution of dividends is subject to the 7% withholding tax established in section 97 of the Income Tax Law (Decree 824/2019, as amended).
Distribution of own shares
In accordance with the resolution of the Ordinary and Extraordinary General Shareholders’ meeting and the Board of Directors meeting held on October 5, 2023, the Company is expected to distribute 12,644,273 ordinary treasury shares, each of which grants 1 vote per share, and with a face value of ARS 10.00 each, according to the following conditions: (i) process start date: October 12, 2023; (ii) payment address: Caja de Valores 25 de Mayo 362, City of Buenos Aires; and (iii) time of payment: Monday to Friday from 10:00 a.m. to 3:00 p.m. (Buenos Aires time).
The distribution of these shares constitutes 0.01747849138 shares per ordinary share and 0.1747849138 per GDS, a percentage of 1.747849138% of the stock capital of 723,419,014 shares and a face value of ARS 10.00 each, net of treasury shares.
The fractions of shares will be settled in cash in accordance with the regulations of the ByMA on fractions less than 1 share or 1 GDS. It is recorded that the shares mentioned above will be received in the respective proportion by the holders of record of outstanding shares of the company as of October 11, 2023.
Repurchase of Own Shares
As of October 19, 2023, the Company reported that it proceeded with the repurchase of common shares, representing approximately 42.23% of the approved program.
B. Business Overview
Our business strategy is based on three fundamental pillars:
Operating profitability:
| · | We maximize the return to our shareholders by generating sustainable cash flow growth and increasing the long-term value through the development and operations of mixed-use properties. |
|
|
|
| · | Our privileged locations and our leadership position in Argentina, together with our knowledge of the shopping center and office industry, allow us to maintain high occupancy levels and an optimal tenant mix. |
|
|
|
| · | We seek to strengthen and consolidate the relationship with our tenants through attractive rental conditions, offering a wide range of products and services, as well as administrative and commercial advice to optimize and simplify their operations. |
| 54 |
| Table of Contents |
Growth and Innovation:
| · | We grow through the acquisition and development of real estate properties, and we have a land reserve with premium locations in Argentina to continue expanding our portfolio with mixed-use projects. |
|
|
|
| · | We are pioneers in innovative real estate developments due to their format and scale, due to their concept, due to the appreciation of the area where they are located and due to the search for future synergies. |
|
|
|
| · | We quickly adapt to changes in context and consumption habits, always focusing on the customer to provide the best service through technology and thus enhance their purchasing experience within our shopping centers. |
|
|
|
| · | We maintain our investment in Banco Hipotecario, the main mortgage loan bank in Argentina, since we believe we can achieve good synergies in the long term with a developed mortgage market. |
|
|
|
| · | We seek investments outside of Argentina that represent an opportunity for long-term capital appreciation and thus diversify our portfolio. |
Sustainability:
| · | We are part of the communities where our business units operate. Through Corporate Social Responsibility actions in our properties, we spread and make visible issues of social interest such as inclusion and assistance to the neediest. |
|
|
|
| · | We plan for the long term and work towards continuous improvement, environmental protection, and sustainable Development, seeking to achieve environmental certification standards in our real estate projects. |
|
|
|
| · | We continuously work to achieve the highest standards of corporate Governance, with total transparency and responsibility. We take care of our human capital, and we promote inclusion and diversity both in the governing bodies and in the work teams. |
COVID-19 pandemic
During 2020 and 2021, the Argentine government and the Central Bank issued a series of preventive measures to contain the spread of Covid-19 and mitigate its impact on the Argentine economy. On March 19, 2020, the Argentine government declared a nationwide lockdown from March 20, 2020 through March 31, 2020, which was extended several times until November 6, 2020, when the country shifted towards a “social distancing” phase, instead of a strict lockdown.
As of the date of this annual report, the measures adopted by the Argentine Government regarding Covid-19 are no longer in force.
Since the beginning of fiscal year 2022, and until the date of this Annual Report, the Company’s shopping malls were fully operational, as well as the office buildings, despite the remote work modality that some tenants continue to apply. Regarding hotels, operating since December 2020, the sector is recovering thanks to domestic tourism and the Argentine government’s incentives to promote it after the prolonged restrictions on air flows that directly affected the influx of international tourism.
The Company is closely monitoring the situation and taking all necessary measures to preserve human life and the Company’s businesses.
Merger by absorption of IRSA Propiedades Comerciales S.A.
On December 22, 2021, the shareholders of IRSA and IRSA CP approved the merger, between both companies, with an effective date of July 1, 2021. The merger of IRSA CP with IRSA as surviving corporation was duly registered by the corresponding Argentine control authorities on April 27, 2022, the exchange of IRSA CP shares for IRSA shares was completed, and the listing of IRSA CP shares was canceled.
| 55 |
| Table of Contents |
Operations and principal activities
Founded in 1943, IRSA Inversiones y Representaciones Sociedad Anónima is one of Argentina’s leading real estate companies and the only Argentine real estate company whose shares are listed both on ByMA and on the NYSE.
We are engaged, directly and indirectly through subsidiaries and joint ventures, in a range of diversified activities, primarily in real estate, including:
| · | the acquisition, development and operation of shopping malls, |
|
|
|
| · | the acquisition and development of office buildings and other non-shopping mall properties primarily for rental purposes, |
|
|
|
| · | the development and sale of residential properties, |
|
|
|
| · | the acquisition and operation of luxury hotels, |
|
|
|
| · | the acquisition of land reserves for future development or sale, and |
|
|
|
| · | selective investments outside Argentina. |
Segments
We operate our business through the following five segments: (i) Shopping Malls; (ii) Offices; (iii) Hotels; (iv) Sales and Developments; and (v) Others.
Our “Shopping Malls” segment includes the operating results from our portfolio of shopping malls principally comprising lease and service revenue from tenants. Our Shopping Malls segment had assets of ARS 187,478 million and ARS 198,483 million as of June 30, 2023, and 2022, respectively, representing 29.5% and 28.3% of our operating assets at such dates, respectively. Our Shopping Malls segment generated revenues of ARS 47,438 million and ARS 37,369 million for the fiscal years ended June 30, 2023, and 2022, respectively.
Our “Offices” segment includes the operating results from lease revenue of offices. Our Offices segment had assets of ARS 120,589 million and ARS 152,489 million as of June 30, 2023, and 2022, respectively, representing 19.0% and 21.7% of our operating assets at such dates, respectively. Our Offices segment generated revenues of ARS 4,584 million and ARS 6,556 million for the fiscal years ended June 30, 2023, and 2022, respectively.
Our “Hotels” segment includes the operating results of our hotels mainly comprised of room, catering and restaurant revenue. Our Hotels segment had assets of ARS 8,783 million and ARS 9,018 million as of June 30, 2023, and 2022, respectively, representing 1.4% and 1.3% of our operating assets, respectively. Our Hotels segment generated revenues of ARS 14,964 million and revenues ARS 9,270 million for the fiscal years ended June 30, 2023, and 2022, respectively.
Our “Sales and Developments” segment includes the results generated by other rental properties, the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included. Our Sales and Developments segment had assets of ARS 287,180 million and ARS 313,658 million as of June 30, 2023, and 2022, respectively, representing 45.2% and 44.7% of our operating assets. Our Sales and Developments segment generated revenues of ARS 4,382 million and ARS 1,608 million for the financial years ended June 30, 2023, and 2022, respectively.
| 56 |
| Table of Contents |
Our “Others” Segment includes the entertainment activities through La Arena S.A., La Rural S.A. y Centro de Convenciones Buenos Aires, We Are Appa, investments in associates like GCDI and the financial activities carried out by Banco Hipotecario and BACS. Our “Others” segment had assets of ARS 30,972 million and ARS 28,792 million as of June 30, 2023, and 2022, respectively, representing 4.9% and 4.1% of our, respectively. Our Others segment generated revenues of ARS 935 million and ARS 371 million for the fiscal years ended June 30, 2023, and 2022, respectively.
Overview
Shopping Malls
As of June 30, 2023, we operated and owned a majority interest in a portfolio of, 15 shopping malls in Argentina, six of which are located in the City of Buenos Aires (Abasto Shopping, Alcorta Shopping, Alto Palermo Shopping, Patio Bullrich, Dot Baires Shopping and Distrito Arcos), two of which are located in the greater Buenos Aires area (Alto Avellaneda and Soleil Premium Outlet), and the rest of which are located in different provinces of Argentina (Alto Noa in the City of Salta, Alto Rosario in the City of Rosario, Mendoza Plaza in the City of Mendoza, Córdoba Shopping Villa Cabrera and Patio Olmos (operated by a third party) in the City of Córdoba, La Ribera Shopping in Santa Fe (through a joint venture) and Alto Comahue in the City of Neuquén).
As of June 30, 2023, our portfolio’s leasable area totaled 335,826 sqm of GLA (excluding certain spaces occupied by hypermarkets, which are not our tenants). Real tenants’ sales of our shopping centers reached ARS 636,842 million in the fiscal year 2023 and ARS 548,935 million in the fiscal year 2022, 16.0%, in real terms, higher than 2022. The tenants’ sales of our shopping centers are relevant to our income and profitability because they are one of the factors that determine the amount of rent that we can collect from them. They also affect the overall occupancy costs of tenants as a percentage of their sales.
The following table shows certain information about IRSA’s shopping malls as of June 30, 2023:
Shopping malls |
| Date of acquisition/ development |
| Location |
| GLA(1) |
| Number of stores |
| Occupancy rate(2) |
| Our ownership interest(3) |
| Rental revenue |
|
|
|
|
|
|
| (sqm) |
|
|
| (%) |
| (%) |
| (in millions of ARS) |
|
Alto Palermo |
| Dec‑97 |
| City of Buenos Aires |
| 20,629 |
| 141 |
| 100.0 |
| 100.0 |
| 7,480 |
|
Abasto Shopping (4) |
| Nov‑99 |
| City of Buenos Aires |
| 37,167 |
| 157 |
| 99.5 |
| 100.0 |
| 6,948 |
|
Alto Avellaneda |
| Dec‑97 |
| Buenos Aires Province |
| 39,457 |
| 122 |
| 92.5 |
| 100.0 |
| 4,653 |
|
Alcorta Shopping |
| Jun‑97 |
| City of Buenos Aires |
| 15,839 |
| 107 |
| 96.1 |
| 100.0 |
| 4,300 |
|
Patio Bullrich |
| Oct‑98 |
| City of Buenos Aires |
| 11,396 |
| 90 |
| 92.7 |
| 100.0 |
| 2,370 |
|
Dot Baires Shopping |
| May‑09 |
| City of Buenos Aires |
| 47,811 |
| 163 |
| 98.6 |
| 80.0 |
| 4,072 |
|
Soleil Premium Outlet |
| Jul‑10 |
| Buenos Aires Province |
| 15,673 |
| 74 |
| 100.0 |
| 100.0 |
| 2,154 |
|
Distrito Arcos |
| Dec‑14 |
| City of Buenos Aires |
| 14,458 |
| 63 |
| 100.0 |
| 90.0 |
| 3,499 |
|
Alto Noa Shopping |
| Mar‑95 |
| Salta |
| 19,427 |
| 84 |
| 100.0 |
| 100.0 |
| 1,413 |
|
Alto Rosario Shopping |
| Nov‑04 |
| Santa Fe |
| 34,859 |
| 131 |
| 93.8 |
| 100.0 |
| 5,061 |
|
Mendoza Plaza Shopping |
| Dec‑94 |
| Mendoza |
| 41,511 |
| 124 |
| 99.1 |
| 100.0 |
| 2,125 |
|
Córdoba Shopping |
| Dec‑06 |
| Córdoba |
| 15,368 |
| 98 |
| 97.7 |
| 100.0 |
| 1,627 |
|
La Ribera Shopping |
| Aug‑11 |
| Santa Fe |
| 10,531 |
| 67 |
| 96.8 |
| 50.0 |
| 430 |
|
Alto Comahue |
| Mar‑15 |
| Neuquén |
| 11,700 |
| 88 |
| 96.7 |
| 99.95 |
| 1,240 |
|
Patio Olmos (5) |
| Sep‑07 |
| Córdoba |
| — |
| — |
| — |
|
|
| — |
|
Total |
|
|
|
|
| 335,826 |
| 1,509 |
| 97.4 |
|
|
| 47,372 |
|
(1) | Corresponds to gross leasable area (GLA) at each property. Excludes common areas and parking spaces. |
| 57 |
| Table of Contents |
(2) | Calculated dividing occupied square meters by leasable area as of the last day of the fiscal year. |
|
|
(3) | Company’s effective interest in each of its business units. |
|
|
(4) | Excludes Museo de los Niños which represents 3,732 square meters in Abasto |
|
|
(5) | Does not include the rental revenues of Patio Olmos. We own the historic building where the Patio Olmos shopping mall is located in the province of Cordoba. The property is managed by a third party. |
Tenant retail sales
During the fiscal year 2023, the sales of our shopping malls tenants reached ARS 636,842 million, increasing by 16.0% compared to the previous fiscal year.
Tenants’ sales of shopping malls located in the City of Buenos Aires and Greater Buenos Aires increased a 18.7% compared to previous fiscal year, from ARS 375,763 million to ARS 446,076 million during the fiscal year 2023, while those in the interior of the country increased a 10.2% compared to previous fiscal year, from ARS 173,172 million to ARS 190,766 million during the fiscal year 2023.
The following table sets forth the total retail sales of IRSA’s shopping mall tenants for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 83,516 |
|
|
| 68,833 |
|
|
| 25,805 |
|
|
| 45,328 |
|
|
| 61,514 |
|
Abasto Shopping |
|
| 91,100 |
|
|
| 70,320 |
|
|
| 22,463 |
|
|
| 46,095 |
|
|
| 65,239 |
|
Alto Avellaneda |
|
| 62,367 |
|
|
| 49,316 |
|
|
| 18,693 |
|
|
| 40,727 |
|
|
| 58,511 |
|
Alcorta Shopping |
|
| 49,166 |
|
|
| 47,048 |
|
|
| 19,605 |
|
|
| 27,025 |
|
|
| 34,702 |
|
Patio Bullrich |
|
| 27,230 |
|
|
| 24,917 |
|
|
| 12,624 |
|
|
| 18,383 |
|
|
| 22,795 |
|
Buenos Aires Design (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,984 |
|
Dot Baires Shopping |
|
| 51,217 |
|
|
| 43,655 |
|
|
| 17,201 |
|
|
| 36,207 |
|
|
| 49,997 |
|
Soleil Premium Outlet |
|
| 33,907 |
|
|
| 31,194 |
|
|
| 15,101 |
|
|
| 18,812 |
|
|
| 26,846 |
|
Distrito Arcos |
|
| 47,573 |
|
|
| 40,480 |
|
|
| 21,963 |
|
|
| 21,243 |
|
|
| 24,697 |
|
Alto Noa Shopping |
|
| 26,067 |
|
|
| 24,865 |
|
|
| 18,411 |
|
|
| 18,350 |
|
|
| 22,151 |
|
Alto Rosario Shopping |
|
| 72,117 |
|
|
| 65,082 |
|
|
| 39,212 |
|
|
| 38,367 |
|
|
| 49,308 |
|
Mendoza Plaza Shopping |
|
| 39,021 |
|
|
| 36,918 |
|
|
| 31,824 |
|
|
| 29,942 |
|
|
| 39,305 |
|
Córdoba Shopping Villa Cabrera |
|
| 22,676 |
|
|
| 20,743 |
|
|
| 13,060 |
|
|
| 11,818 |
|
|
| 16,084 |
|
La Ribera Shopping (3) |
|
| 11,438 |
|
|
| 9,891 |
|
|
| 4,835 |
|
|
| 7,830 |
|
|
| 11,508 |
|
Alto Comahue |
|
| 19,447 |
|
|
| 15,673 |
|
|
| 7,149 |
|
|
| 11,214 |
|
|
| 15,802 |
|
Total |
|
| 636,842 |
|
|
| 548,935 |
|
|
| 267,946 |
|
|
| 371,341 |
|
|
| 501,443 |
|
(1) | Retail sales based upon information provided to us by retailers and prior owners. The amounts shown reflect 100% of the retail sales of each shopping mall, although in certain cases we own less than 100% of such shopping malls. Includes sales from stands and excludes spaces used for special exhibitions. |
|
|
(2) | End of the concession term was December 5, 2018. |
|
|
(3) | Owned by Nuevo Puerto Santa Fe S.A., in which we are a joint venture partner. |
Total sales by type of business
The following table sets forth the retail sales of IRSA’s shopping mall tenants by type of business for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Department Store |
|
| — |
|
|
| — |
|
|
| 6,502 |
|
|
| 19,775 |
|
|
| 27,139 |
|
Clothes and footwear |
|
| 372,285 |
|
|
| 328,373 |
|
|
| 153,507 |
|
|
| 203,180 |
|
|
| 278,634 |
|
Entertainment |
|
| 18,208 |
|
|
| 13,103 |
|
|
| 1,988 |
|
|
| 11,404 |
|
|
| 16,809 |
|
Home and decoration |
|
| 15,660 |
|
|
| 14,853 |
|
|
| 8,035 |
|
|
| 7,586 |
|
|
| 11,135 |
|
Home Appliances |
|
| 70,555 |
|
|
| 49,305 |
|
|
| 20,409 |
|
|
| 41,827 |
|
|
| 56,163 |
|
Restaurants |
|
| 73,815 |
|
|
| 51,912 |
|
|
| 42,775 |
|
|
| 52,938 |
|
|
| 62,859 |
|
Miscellaneous |
|
| 11,084 |
|
|
| 82,546 |
|
|
| 4,514 |
|
|
| 4,437 |
|
|
| 5,985 |
|
Services |
|
| 75,235 |
|
|
| 8,843 |
|
|
| 30,216 |
|
|
| 30,194 |
|
|
| 42,719 |
|
Total |
|
| 636,842 |
|
|
| 548,935 |
|
|
| 267,946 |
|
|
| 371,341 |
|
|
| 501,443 |
|
(1) | Includes sales from stands and excludes spaces used for special exhibitions. |
| 58 |
| Table of Contents |
Occupancy rate
The following table sets forth the occupancy rate of IRSA’s shopping malls expressed as a percentage of gross leasable area of each shopping mall for the fiscal years indicated:
|
| As of June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (%) |
| |||||||||||||||||
Alto Palermo |
|
| 100.0 |
|
|
| 98.0 |
|
|
| 98.4 |
|
|
| 91.9 |
|
|
| 99.1 |
|
Abasto Shopping |
|
| 99.5 |
|
|
| 98.9 |
|
|
| 99.7 |
|
|
| 94.9 |
|
|
| 98.7 |
|
Alto Avellaneda |
|
| 92.5 |
|
|
| 81.4 |
|
|
| 64.8 |
|
|
| 97.4 |
|
|
| 98.6 |
|
Alcorta Shopping |
|
| 96.1 |
|
|
| 99.7 |
|
|
| 90.6 |
|
|
| 97.3 |
|
|
| 97.9 |
|
Patio Bullrich |
|
| 92.7 |
|
|
| 92.4 |
|
|
| 87.8 |
|
|
| 91.4 |
|
|
| 93.5 |
|
Dot Baires Shopping |
|
| 98.6 |
|
|
| 83.5 |
|
|
| 80.7 |
|
|
| 74.6 |
|
|
| 74.5 |
|
Soleil Premium Outlet |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 90.3 |
|
|
| 97.1 |
|
|
| 99.0 |
|
Distrito Arcos |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 93.8 |
|
|
| 99.4 |
|
Alto Noa Shopping |
|
| 100.0 |
|
|
| 96.7 |
|
|
| 98.1 |
|
|
| 99.0 |
|
|
| 99.5 |
|
Alto Rosario Shopping |
|
| 93.8 |
|
|
| 96.3 |
|
|
| 95.4 |
|
|
| 97.2 |
|
|
| 99.6 |
|
Mendoza Plaza Shopping |
|
| 99.1 |
|
|
| 91.1 |
|
|
| 97.3 |
|
|
| 97.8 |
|
|
| 97.3 |
|
Córdoba Shopping Villa Cabrera |
|
| 97.7 |
|
|
| 100.0 |
|
|
| 91.4 |
|
|
| 95.4 |
|
|
| 99.3 |
|
La Ribera Shopping |
|
| 96.8 |
|
|
| 97.1 |
|
|
| 96.2 |
|
|
| 99.0 |
|
|
| 94.6 |
|
Alto Comahue |
|
| 96.7 |
|
|
| 97.4 |
|
|
| 92.4 |
|
|
| 96.2 |
|
|
| 96.2 |
|
Total |
|
| 97.4 |
|
|
| 93.1 |
|
|
| 89.9 |
|
|
| 93.2 |
|
|
| 94.7 |
|
Rental price
The following table shows the annual average rental price per square meter of our shopping malls for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 275,047 |
|
|
| 219,502 |
|
|
| 93,536 |
|
|
| 188,684 |
|
|
| 274,302 |
|
Abasto Shopping |
|
| 148,762 |
|
|
| 109,002 |
|
|
| 36,614 |
|
|
| 85,879 |
|
|
| 133,727 |
|
Alto Avellaneda |
|
| 102,466 |
|
|
| 71,187 |
|
|
| 25,499 |
|
|
| 61,477 |
|
|
| 102,674 |
|
Alcorta Shopping |
|
| 208,849 |
|
|
| 187,059 |
|
|
| 82,291 |
|
|
| 120,874 |
|
|
| 162,384 |
|
Patio Bullrich |
|
| 155,930 |
|
|
| 107,383 |
|
|
| 45,548 |
|
|
| 94,795 |
|
|
| 124,433 |
|
Dot Baires Shopping |
|
| 66,867 |
|
|
| 52,554 |
|
|
| 16,410 |
|
|
| 47,660 |
|
|
| 70,667 |
|
Soleil Premium Outlet |
|
| 117,141 |
|
|
| 100,570 |
|
|
| 46,029 |
|
|
| 67,444 |
|
|
| 104,944 |
|
Distrito Arcos |
|
| 195,871 |
|
|
| 156,425 |
|
|
| 90,440 |
|
|
| 133,048 |
|
|
| 193,000 |
|
Alto Noa Shopping |
|
| 65,014 |
|
|
| 57,599 |
|
|
| 37,617 |
|
|
| 43,239 |
|
|
| 57,722 |
|
Alto Rosario Shopping |
|
| 125,220 |
|
|
| 113,768 |
|
|
| 62,313 |
|
|
| 63,823 |
|
|
| 87,230 |
|
Mendoza Plaza Shopping |
|
| 45,289 |
|
|
| 37,798 |
|
|
| 26,583 |
|
|
| 29,362 |
|
|
| 41,857 |
|
Córdoba Shopping Villa Cabrera |
|
| 92,073 |
|
|
| 77,715 |
|
|
| 45,451 |
|
|
| 48,096 |
|
|
| 69,397 |
|
La Ribera Shopping |
|
| 34,661 |
|
|
| 25,180 |
|
|
| 7,720 |
|
|
| 24,018 |
|
|
| 36,183 |
|
Alto Comahue |
|
| 94,704 |
|
|
| 70,036 |
|
|
| 18,074 |
|
|
| 162,660 |
|
|
| 156,996 |
|
(1) | Corresponds to consolidated annual accumulated rental prices according to the IFRS divided by gross leasable square meters. Does not include revenue from Patio Olmos. |
| 59 |
| Table of Contents |
Revenues from the Shopping Malls segment
When analyzing the composition of the income of the shopping malls segment between 2023 and 2022, we can observe a balance in the proportions, since both or each of the contingent rent, which is the one that depends on our tenants’ sales, and also Base Rent represented approximately 40% of the segment’s income.
The following table sets forth IRSA’s revenue from cumulative leases by revenue category for the fiscal years presented:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 19,076 |
|
|
| 12,726 |
|
|
| 8,701 |
|
|
| 16,608 |
|
|
| 25,544 |
|
Percentage rent |
|
| 19,516 |
|
|
| 18,055 |
|
|
| 5,101 |
|
|
| 7,810 |
|
|
| 9,479 |
|
Total rent |
|
| 38,592 |
|
|
| 30,781 |
|
|
| 13,802 |
|
|
| 24,418 |
|
|
| 35,023 |
|
Non-traditional advertising |
|
| 1,037 |
|
|
| 858 |
|
|
| 388 |
|
|
| 977 |
|
|
| 1,184 |
|
Revenue from admission rights |
|
| 4,004 |
|
|
| 3,025 |
|
|
| 2,785 |
|
|
| 4,795 |
|
|
| 5,592 |
|
Fees |
|
| 416 |
|
|
| 451 |
|
|
| 476 |
|
|
| 558 |
|
|
| 653 |
|
Parking |
|
| 2,094 |
|
|
| 1,242 |
|
|
| 132 |
|
|
| 1,572 |
|
|
| 2,557 |
|
Commissions |
|
| 1,147 |
|
|
| 886 |
|
|
| 636 |
|
|
| 824 |
|
|
| 1,701 |
|
Other |
|
| 82 |
|
|
| 91 |
|
|
| 634 |
|
|
| 111 |
|
|
| 1,147 |
|
Subtotal |
|
| 47,372 |
|
|
| 37,334 |
|
|
| 18,853 |
|
|
| 33,255 |
|
|
| 47,857 |
|
Other revenues (1) |
|
| 66 |
|
|
| 35 |
|
|
| 32 |
|
|
| 37 |
|
|
| — |
|
Adjustments and eliminations |
|
| — |
|
|
| — |
|
|
| (71 | ) |
|
| (1,785 | ) |
|
| (2,505 | ) |
Total |
|
| 47,438 |
|
|
| 37,369 |
|
|
| 18,814 |
|
|
| 31,507 |
|
|
| 45,352 |
|
(1) | As of June 30, 2023, includes ARS 41 million attributable to Patio Olmos and ARS 25 million attributable to Apsa Media commission for advertising in Edificio del Plata. |
Rental revenue
The following table sets forth total rental income for each of IRSA’s shopping malls for the fiscal years indicated:
|
| For the fiscal years ended June 30, (1) |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 (2) |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Alto Palermo |
|
| 7,480 |
|
|
| 5,961 |
|
|
| 2,790 |
|
|
| 5,292 |
|
|
| 7,476 |
|
Abasto Shopping |
|
| 6,948 |
|
|
| 4,926 |
|
|
| 2,003 |
|
|
| 4,540 |
|
|
| 6,970 |
|
Alto Avellaneda |
|
| 4,653 |
|
|
| 3,357 |
|
|
| 1,632 |
|
|
| 3,186 |
|
|
| 5,004 |
|
Alcorta Shopping |
|
| 4,300 |
|
|
| 3,658 |
|
|
| 1,705 |
|
|
| 2,822 |
|
|
| 3,678 |
|
Patio Bullrich |
|
| 2,370 |
|
|
| 1,656 |
|
|
| 748 |
|
|
| 1,632 |
|
|
| 2,141 |
|
Buenos Aires Design (2 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 280 |
|
Dot Baires Shopping |
|
| 4,072 |
|
|
| 3,115 |
|
|
| 1,576 |
|
|
| 3,467 |
|
|
| 5,898 |
|
Soleil Premium Outlet |
|
| 2,154 |
|
|
| 1,839 |
|
|
| 877 |
|
|
| 1,315 |
|
|
| 1,951 |
|
Distrito Arcos |
|
| 3,499 |
|
|
| 2,805 |
|
|
| 1,468 |
|
|
| 2,436 |
|
|
| 3,354 |
|
Alto Noa Shopping |
|
| 1,413 |
|
|
| 1,244 |
|
|
| 852 |
|
|
| 981 |
|
|
| 1,313 |
|
Alto Rosario Shopping |
|
| 5,061 |
|
|
| 4,417 |
|
|
| 2,598 |
|
|
| 2,759 |
|
|
| 3,624 |
|
Mendoza Plaza Shopping |
|
| 2,125 |
|
|
| 1,824 |
|
|
| 1,362 |
|
|
| 1,569 |
|
|
| 2,173 |
|
Córdoba Shopping Villa Cabrera |
|
| 1,627 |
|
|
| 1,324 |
|
|
| 832 |
|
|
| 940 |
|
|
| 1,309 |
|
La Ribera Shopping(3) |
|
| 430 |
|
|
| 300 |
|
|
| 112 |
|
|
| 313 |
|
|
| 463 |
|
Alto Comahue |
|
| 1,240 |
|
|
| 908 |
|
|
| 298 |
|
|
| 2,003 |
|
|
| 2,223 |
|
Subtotal |
|
| 47,372 |
|
|
| 37,334 |
|
|
| 18,853 |
|
|
| 33,255 |
|
|
| 47,857 |
|
Other revenues (4) |
|
| 66 |
|
|
| 35 |
|
|
| 32 |
|
|
| 37 |
|
|
| — |
|
Reconciliation adjustments |
|
| — |
|
|
| — |
|
|
| (71 | ) |
|
| (1,785 | ) |
|
| (2,505 | ) |
Total |
|
| 47,438 |
|
|
| 37,369 |
|
|
| 18,814 |
|
|
| 31,507 |
|
|
| 45,352 |
|
(1) | Includes base rent, percentage rent, admission rights, fees, parking, commissions, revenue from non-traditional advertising and others. Does not include Patio Olmos. |
(2) | End of concession December 5, 2018. |
(3) | Through our joint venture Nuevo Puerto Santa Fe S.A. |
(4) | As of June 30, 2023, includes ARS 41 million attributable to Patio Olmos and ARS 25 million attributable to Apsa Media commission for advertising in Edificio del Plata. |
| 60 |
| Table of Contents |
Lease expirations (1)
The following table sets forth the schedule of estimated lease expirations for our shopping malls for leases in effect as of June 30, 2023, assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration:
|
| As of June 30, 2023 |
| |||||||||||||||||
Agreements’ Expiration (as of end of fiscal year) |
| Number of agreements (1) |
|
| Square meters to expire |
|
| Due to expire |
|
| Total lease payments (2) |
|
| Agreements |
| |||||
|
|
|
|
|
|
|
| (%) |
|
| (in millions of ARS) |
|
| (%) |
| |||||
Vacant Stores |
|
| 40 |
|
|
| 8,843 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Expired in-force |
|
| 34 |
|
|
| 18,793 |
|
|
| 5.7 |
|
|
| 349 |
|
|
| 1.9 |
|
2024 |
|
| 414 |
|
|
| 95,943 |
|
|
| 29.3 |
|
|
| 3,284 |
|
|
| 18.0 |
|
2025 |
|
| 444 |
|
|
| 79,432 |
|
|
| 24.3 |
|
|
| 4,427 |
|
|
| 24.4 |
|
2026 |
|
| 392 |
|
|
| 77,343 |
|
|
| 23.7 |
|
|
| 5,582 |
|
|
| 30.7 |
|
2027 and subsequent years |
|
| 185 |
|
|
| 55,472 |
|
|
| 17.0 |
|
|
| 4,537 |
|
|
| 25.0 |
|
Total (3) |
|
| 1,469 |
|
|
| 326,983 |
|
|
| 100.0 |
|
|
| 18,179 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. A lease may be associated with one or more stores. |
|
|
(2) | The amount expresses the annual base rent as of June 30, 2023 of agreements due to expire. |
|
|
(3) | Does not include unoccupied stores. |
New leases and renewals
The following table shows certain information about IRSA’s leases agreement as of June 30, 2023:
|
| Number of |
|
|
|
|
| Annual |
|
| Average annual base rent per sqm |
|
| Number of |
|
| Annual base rent amount per sqm |
| ||||||||||
Type of business |
| agreements renewed |
|
| Annual base rent |
|
| admission rights |
|
| New and renewed |
|
| Former agreements |
|
| non‑renewed agreement(1) |
|
| Non‑renewed agreement(1) |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
| (in millions of ARS) |
|
| (ARS/sqm) |
|
|
|
|
| (in millions of ARS) |
| |||||||||||||
Clothing and footwear |
|
| 311 |
|
|
| 5,326 |
|
|
| 896 |
|
|
| 118,556 |
|
|
| 53,860 |
|
|
| 490 |
|
|
| 87,063 |
|
Miscellaneous (2) |
|
| 94 |
|
|
| 1,378 |
|
|
| 326 |
|
|
| 177,045 |
|
|
| 87,364 |
|
|
| 133 |
|
|
| 86,398 |
|
Restaurant |
|
| 95 |
|
|
| 1,402 |
|
|
| 157 |
|
|
| 179,761 |
|
|
| 76,501 |
|
|
| 131 |
|
|
| 126,204 |
|
Services |
|
| 20 |
|
|
| 202 |
|
|
| 16 |
|
|
| 45,806 |
|
|
| 14,596 |
|
|
| 40 |
|
|
| 55,916 |
|
Home appliances |
|
| 34 |
|
|
| 542 |
|
|
| 50 |
|
|
| 124,872 |
|
|
| 61,115 |
|
|
| 39 |
|
|
| 87,148 |
|
Home and decoration |
|
| 18 |
|
|
| 194 |
|
|
| 70 |
|
|
| 79,586 |
|
|
| 18,473 |
|
|
| 36 |
|
|
| 72,746 |
|
Supermarket |
|
| 1 |
|
|
| 37 |
|
|
| — |
|
|
| 11,568 |
|
|
| 8,264 |
|
|
| 3 |
|
|
| 4,970 |
|
Entertainment |
|
| 8 |
|
|
| 88 |
|
|
| 8 |
|
|
| 12,696 |
|
|
| 2,488 |
|
|
| 16 |
|
|
| 17,374 |
|
Total (3) |
|
| 581 |
|
|
| 9,169 |
|
|
| 1,523 |
|
|
| 133,043 |
|
|
| 58,302 |
|
|
| 888 |
|
|
| 89,250 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
(2) | Miscellaneous includes anchor stores. |
(3) | Weighted average for Average annual base rent per sqm related to Number of agreements renewed. |
| 61 |
| Table of Contents |
Five largest tenants of the portfolio
The five largest tenants in our portfolio (in terms of sales) account for approximately 9.4% of our gross leasable area as of June 30, 2023 and represent 12.1% of the annual basic rent for the fiscal year ending on that date.
The following table describes our portfolio’s five largest tenants:
Tenant |
| Type of Business |
| Sales |
| Gross Leasable Area |
| ||
|
|
|
| (%) |
| (sqm) |
| (%) |
|
Zara |
| Clothes and footwear |
| 5.9 |
| 10,771 |
| 3.2 |
|
Nike |
| Clothes and footwear |
| 3.5 |
| 8,105 |
| 2.4 |
|
Fravega |
| Home appliances |
| 3.0 |
| 3,378 |
| 1.0 |
|
Adidas |
| Clothes and footwear |
| 2.4 |
| 4,581 |
| 1.4 |
|
McDonald’s |
| Restaurant |
| 2.1 |
| 4,550 |
| 1.4 |
|
Total |
|
|
| 16.9 |
| 31,385 |
| 9.4 |
|
Detailed information regarding our shopping malls
Set forth below is certain information regarding our shopping mall portfolio, including certain key lease provisions.
Alto Palermo, City of Buenos Aires
Alto Palermo is a 141-store shopping mall that opened in 1990 in Palermo, a well-known middle class and densely populated neighborhood in the City of Buenos Aires. Alto Palermo is located at the intersection of Santa Fe and Coronel Díaz avenues, only a few minutes from downtown Buenos Aires with nearby access from the Bulnes subway station, which we believe makes it very attractive for visitor. Alto Palermo has a total constructed area of 69,457 square meters (including parking) that consists of 20,629 square meters of gross leasable area spread out over six levels and has a 642-car pay parking space of approximately 30,000 square meters. Alto Palermo’s targeted clientele consists of middle-income individuals between the ages of 28 and 45. The shopping center was reconverted in 2021, after a 5,000 sqm expansion work, the renovation of most of its premises, and the entry of a differential gastronomy with proposals such as Il Quotidiano, Mooi and Base.
During the fiscal year ended on June 30, 2023, the public that visited the Alto Palermo shopping mall generated real retail sales totaling approximately ARS 83,516 million, 21.3% higher than the turnover in real terms during the same period of fiscal year 2022. Sales per square meter reached ARS 4,048,440. Total rental income increased from ARS 4,502 million in real terms for fiscal year ended June 30, 2022, to ARS 5,674 million for fiscal year ended June 30, 2023, which represents an annual revenue per gross leasable square meter of ARS 291,502 in fiscal year 2022 and ARS 275,047 in fiscal year 2023.
As of June 30, 2023, Alto Palermo’s occupancy rate was 100.0%.
Alto Palermo’s tenant mix
The following table sets forth the tenant mix by type of business at Alto Palermo as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 59,544 |
|
|
| 71.4 |
|
|
| 12,669 |
|
|
| 61.4 |
|
Home |
|
| 1,488 |
|
|
| 1.8 |
|
|
| 607 |
|
|
| 2.9 |
|
Restaurant |
|
| 7,344 |
|
|
| 8.8 |
|
|
| 3,340 |
|
|
| 16.2 |
|
Miscellaneous |
|
| 10,811 |
|
|
| 12.9 |
|
|
| 1,409 |
|
|
| 6.8 |
|
Services |
|
| 455 |
|
|
| 0.5 |
|
|
| 1,807 |
|
|
| 8.8 |
|
Home appliances |
|
| 3,874 |
|
|
| 4.6 |
|
|
| 797 |
|
|
| 3.9 |
|
Total |
|
| 83,516 |
|
|
| 100.0 |
|
|
| 20,629 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 62 |
| Table of Contents |
Alto Palermo’s revenue
The following table sets forth selected information relating to the revenue sources at Alto Palermo for the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 2,952 |
|
|
| 2,294 |
|
|
| 1,352 |
|
|
| 2,583 |
|
|
| 4,124 |
|
Percentage rent(1) |
|
| 2,722 |
|
|
| 2,208 |
|
|
| 522 |
|
|
| 938 |
|
|
| 987 |
|
Total rent |
|
| 5,674 |
|
|
| 4,502 |
|
|
| 1,874 |
|
|
| 3,521 |
|
|
| 5,111 |
|
Non-traditional advertising |
|
| 308 |
|
|
| 351 |
|
|
| 97 |
|
|
| 229 |
|
|
| 313 |
|
Revenue from admission rights(2) |
|
| 764 |
|
|
| 584 |
|
|
| 586 |
|
|
| 951 |
|
|
| 1,231 |
|
Fees |
|
| 65 |
|
|
| 71 |
|
|
| 73 |
|
|
| 82 |
|
|
| 91 |
|
Parking |
|
| 492 |
|
|
| 300 |
|
|
| 24 |
|
|
| 263 |
|
|
| 459 |
|
Commissions |
|
| 174 |
|
|
| 149 |
|
|
| 134 |
|
|
| 239 |
|
|
| 272 |
|
Other |
|
| 3 |
|
|
| 4 |
|
|
| 2 |
|
|
| 7 |
|
|
| (1 | ) |
Total(3) |
|
| 7,480 |
|
|
| 5,961 |
|
|
| 2,790 |
|
|
| 5,292 |
|
|
| 7,476 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Abasto Shopping, City of Buenos Aires
Abasto is a 157-store shopping mall located in downtown Buenos Aires with direct access from the Carlos Gardel subway station, six blocks from the Once railway terminal and near the highway to Ezeiza International Airport. Abasto opened on November 10, 1998. The main building is a landmark building that, between 1889 and 1984 was the primary fresh produce market for the City of Buenos Aires. Our Company converted the property into a 114,312 sqm shopping mall (including parking and common areas) with 37,167 square meters of gross leasable area (40,500 square meters if we consider Museo de los Niños). Abasto is the fourth largest shopping mall in Argentina in terms of gross leasable area.
Abasto has a 29-restaurant food court, a 12-screen movie theatre complex with seating capacity of approximately 3,000 people, covering a surface area of 8,021 sqm, entertainment area and Museo de los Niños with a surface area of 3,732 sqm (the latter is not included within the gross leasable area). The shopping mall is distributed over five stories and includes a parking space for 1,180 vehicles with a surface area of approximately 39,690 sqm.
During the fiscal year ended June 30, 2023, the public visiting the Abasto shopping mall generated real retail sales that totaled approximately ARS 91,100 million, representing sales per square meter of approximately ARS 2,451,112, 29.6% higher than sales in real terms recorded in fiscal year 2022. Total rental income increased from ARS 4,051 million in real terms for the fiscal year ended June 30, 2022, to ARS 5,529 million for fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 109,002 in fiscal year 2022 and ARS 148,762 in fiscal year 2023.
As of June 30, 2023, Abasto Shopping’s occupancy rate was 99.5%.
| 63 |
| Table of Contents |
Abasto Shopping’s tenant mix
The following table sets forth the mix of tenants by type of business at Abasto Shopping as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 48,311 |
|
|
| 53.1 |
|
|
| 14,524 |
|
|
| 39.1 |
|
Entertainment |
|
| 4,816 |
|
|
| 5.3 |
|
|
| 12,714 |
|
|
| 34.2 |
|
Home |
|
| 1,105 |
|
|
| 1.2 |
|
|
| 542 |
|
|
| 1.5 |
|
Restaurant |
|
| 11,871 |
|
|
| 13.0 |
|
|
| 3,294 |
|
|
| 8.9 |
|
Miscellaneous |
|
| 6,878 |
|
|
| 7.5 |
|
|
| 2,389 |
|
|
| 6.4 |
|
Services |
|
| 195 |
|
|
| 0.2 |
|
|
| 832 |
|
|
| 2.2 |
|
Home appliances |
|
| 17,924 |
|
|
| 19.7 |
|
|
| 2,872 |
|
|
| 7.7 |
|
Total |
|
| 91,100 |
|
|
| 100.0 |
|
|
| 37,167 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Abasto Shopping’s revenue
The following table sets forth selected information relating to the revenue of Abasto Shopping during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 2,759 |
|
|
| 1,714 |
|
|
| 1,011 |
|
|
| 2,326 |
|
|
| 3,734 |
|
Percentage rent(1) |
|
| 2,770 |
|
|
| 2,337 |
|
|
| 336 |
|
|
| 832 |
|
|
| 1,188 |
|
Total rent |
|
| 5,529 |
|
|
| 4,051 |
|
|
| 1,347 |
|
|
| 3,158 |
|
|
| 4,922 |
|
Non-traditional advertising |
|
| 143 |
|
|
| 93 |
|
|
| 47 |
|
|
| 153 |
|
|
| 153 |
|
Revenue from admission rights(2) |
|
| 555 |
|
|
| 349 |
|
|
| 392 |
|
|
| 701 |
|
|
| 987 |
|
Fees |
|
| 71 |
|
|
| 78 |
|
|
| 82 |
|
|
| 88 |
|
|
| 99 |
|
Parking |
|
| 466 |
|
|
| 248 |
|
|
| 17 |
|
|
| 326 |
|
|
| 563 |
|
Commissions |
|
| 173 |
|
|
| 103 |
|
|
| 65 |
|
|
| 103 |
|
|
| 224 |
|
Other |
|
| 11 |
|
|
| 4 |
|
|
| 53 |
|
|
| 11 |
|
|
| 22 |
|
Total(3) |
|
| 6,948 |
|
|
| 4,926 |
|
|
| 2,003 |
|
|
| 4,540 |
|
|
| 6,970 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Alto Avellaneda, Greater Buenos Aires Area
Alto Avellaneda is a 122-store suburban shopping mall that opened in October 1995 and is located in the City of Avellaneda, which is on the southern border of the City of Buenos Aires. This shopping mall is next to a railway terminal and is close to downtown Buenos Aires. Alto Avellaneda has a total constructed area of 108,598.8 square meters (including parking) which consists of 39,457 square meters of GLA. The shopping mall has a multiplex cinema with eight screens, including the largest XD room in the country, a complex of sports fields (soccer, basketball and paddle), an entertainment center (Sacoa) and another one under construction (Neverland Sports Play), and a food court with 14 restaurants. In addition, the property has the Chango Más hypermarket and branches of Easy, Norauto and Coppel (not included in the gross leasable area), but it pays for its pro rata share of the common expenses of Alto Avellaneda’s parking space. The shopping mall has 2,400-car free parking spaces consisting of 53,203 square meters.
| 64 |
| Table of Contents |
During the fiscal year ended June 30, 2023, the public that visited the Alto Avellaneda shopping mall generated real retail sales of approximately ARS 62,367 million, which represents a year-on-year increase of 26.5% in real terms. Sales per square meter was ARS 1,580,745. Total rental income increased from ARS 2,844 million in real terms for fiscal year ended June 30, 2022, to ARS 4,043 million for fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 71,817 in fiscal year 2022 and ARS 102,466 in fiscal year 2023.
As of June 30, 2023, Alto Avellaneda’s occupancy rate was 92.5%.
Alto Avellaneda’s tenant mix
The following table sets forth the mix of tenants by type of business at Alto Avellaneda as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 35,102 |
|
|
| 56.2 |
|
|
| 12,959 |
|
|
| 32.9 |
|
Department store |
|
| — |
|
|
| — |
|
|
| 1,831 |
|
|
| 4.6 |
|
Entertainment |
|
| 1,950 |
|
|
| 3.1 |
|
|
| 11,564 |
|
|
| 29.3 |
|
Home |
|
| 1,377 |
|
|
| 2.2 |
|
|
| 1,134 |
|
|
| 2.9 |
|
Restaurant |
|
| 8,331 |
|
|
| 13.4 |
|
|
| 4,675 |
|
|
| 11.8 |
|
Miscellaneous |
|
| 5,030 |
|
|
| 8.1 |
|
|
| 2,510 |
|
|
| 6.4 |
|
Services |
|
| 236 |
|
|
| 0.4 |
|
|
| 2,883 |
|
|
| 7.3 |
|
Home appliances |
|
| 10,341 |
|
|
| 16.6 |
|
|
| 1,901 |
|
|
| 4.8 |
|
Total |
|
| 62,367 |
|
|
| 100.0 |
|
|
| 39,457 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto Avellaneda’s revenue
The following table sets forth selected information relating to revenue for Alto Avellaneda for the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
|
|
|
| (in millions of ARS) |
| ||||||||||||||
Base rent |
|
| 2,099 |
|
|
| 1,184 |
|
|
| 698 |
|
|
| 1,552 |
|
|
| 3,016 |
|
Percentage rent(1) |
|
| 1,944 |
|
|
| 1,660 |
|
|
| 319 |
|
|
| 804 |
|
|
| 880 |
|
Total rent |
|
| 4,043 |
|
|
| 2,844 |
|
|
| 1,017 |
|
|
| 2,356 |
|
|
| 3,896 |
|
Non-traditional advertising |
|
| 71 |
|
|
| 71 |
|
|
| 19 |
|
|
| 71 |
|
|
| 78 |
|
Revenue from admission rights(2) |
|
| 344 |
|
|
| 302 |
|
|
| 366 |
|
|
| 617 |
|
|
| 651 |
|
Fees |
|
| 56 |
|
|
| 60 |
|
|
| 65 |
|
|
| 75 |
|
|
| 84 |
|
Parking |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Commissions |
|
| 134 |
|
|
| 75 |
|
|
| 69 |
|
|
| 60 |
|
|
| 274 |
|
Other |
|
| 5 |
|
|
| 5 |
|
|
| 96 |
|
|
| 7 |
|
|
| 21 |
|
Total(3) |
|
| 4,653 |
|
|
| 3,357 |
|
|
| 1,632 |
|
|
| 3,186 |
|
|
| 5,004 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
| 65 |
| Table of Contents |
Alcorta Shopping, City of Buenos Aires
Alcorta Shopping is a 107-store shopping mall which opened in 1992, located in the residential area of Palermo Chico, one of the most exclusive areas in the City of Buenos Aires, and a short drive from downtown Buenos Aires. Alcorta Shopping has a total constructed area of approximately 87,553.8 square meters (including parking) that consists of 15,839 square meters of GLA. Alcorta Shopping has a cinema with two screens, a food court with eleven restaurants, two exclusive restaurants, a Carrefour hypermarket on the ground floor and a Santander bank. The shopping mall is spread out over three levels and has a free for two hours parking spaces for 1,137 cars and an additional parking space in front of the main building with space for 435 vehicles.
Over the past years, Alcorta Shopping has become a symbol of fashion and avant-garde style in Argentina. It is the place of choice for emerging designers for promoting and selling their new brands.
During the fiscal year ended June 30, 2023, the public that visited the Alcorta Shopping mall generated real retail sales that totaled approximately ARS 49,166 million, which represents fiscal year sales of approximately ARS 3,104,071 per square meter and a year-on-year increase of 4.5% in real terms. Total rental income increased from approximately ARS 2,958 million in real terms for fiscal year ended June 30, 2022, to ARS 3,308 million for fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 187,059 in fiscal year 2022 and ARS 208,849 in fiscal year 2023.
As of June 30, 2023, Alcorta Shopping’s occupancy rate was 96.1%.
Alcorta Shopping’s tenant mix
The following table sets forth the mix of tenants by type of business at Alcorta Shopping as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 35,390 |
|
|
| 72.0 |
|
|
| 7,851 |
|
|
| 49.6 |
|
Entertainment |
|
| 250 |
|
|
| 0.5 |
|
|
| 1,435 |
|
|
| 9.1 |
|
Home |
|
| 2,426 |
|
|
| 4.9 |
|
|
| 1,236 |
|
|
| 7.8 |
|
Restaurant |
|
| 3,303 |
|
|
| 6.7 |
|
|
| 1,189 |
|
|
| 7.5 |
|
Miscellaneous |
|
| 5,638 |
|
|
| 11.5 |
|
|
| 1,667 |
|
|
| 10.5 |
|
Services |
|
| 521 |
|
|
| 1.1 |
|
|
| 2,382 |
|
|
| 15.0 |
|
Home appliances |
|
| 1,638 |
|
|
| 3.3 |
|
|
| 79 |
|
|
| 0.5 |
|
Total |
|
| 49,166 |
|
|
| 100.0 |
|
|
| 15,839 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alcorta Shopping’s revenue
The following table sets forth selected information relating to the revenue of Alcorta Shopping during the following fiscal years:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 1,690 |
|
|
| 1,190 |
|
|
| 778 |
|
|
| 1,257 |
|
|
| 1,957 |
|
Percentage rent(1) |
|
| 1,618 |
|
|
| 1,768 |
|
|
| 524 |
|
|
| 642 |
|
|
| 595 |
|
Total rent |
|
| 3,308 |
|
|
| 2,958 |
|
|
| 1,302 |
|
|
| 1,899 |
|
|
| 2,552 |
|
Non-traditional advertising |
|
| 104 |
|
|
| 78 |
|
|
| 28 |
|
|
| 119 |
|
|
| 134 |
|
Revenue from admission rights(2) |
|
| 443 |
|
|
| 330 |
|
|
| 259 |
|
|
| 500 |
|
|
| 578 |
|
Fees |
|
| 34 |
|
|
| 37 |
|
|
| 39 |
|
|
| 26 |
|
|
| 30 |
|
Parking |
|
| 306 |
|
|
| 166 |
|
|
| 24 |
|
|
| 192 |
|
|
| 278 |
|
Commissions |
|
| 89 |
|
|
| 86 |
|
|
| 52 |
|
|
| 80 |
|
|
| 101 |
|
Other |
|
| 16 |
|
|
| 3 |
|
|
| 1 |
|
|
| 6 |
|
|
| 5 |
|
Total(3) |
|
| 4,300 |
|
|
| 3,658 |
|
|
| 1,705 |
|
|
| 2,822 |
|
|
| 3,678 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
| 66 |
| Table of Contents |
Patio Bullrich, City of Buenos Aires
Patio Bullrich is the oldest shopping mall of the City of Buenos Aires and opened in 1988 and it is located in the neighborhood of Recoleta, one of the most prosperous areas of the City of Buenos Aires. This district is a residential, cultural and tourist center that includes distinguished private homes, historical sites, museums, theatres and embassies. The shopping mall has 90 stores and is located within walking distance of the most prestigious hotels of the City of Buenos Aires and the subway, bus and train systems.
Patio Bullrich has a total constructed area of 28,984 square meters (including parking) that consist of 11,396 square meters of GLA and common areas covering 12,472 square meters. The shopping mall is spread out over four levels and has paid parking spaces for 206 cars in an area consisting of approximately 4,600 square meters. The shopping mall has a four-screen multiplex cinema with 1,381 seats and soon a fifth luxury screen will be incorporated. In addition, it has the first Food Hall in Argentina that offers French and Italian gastronomy, patisserie, seafood and grill cuisine, and a “gourmet” market with specially selected premium brand products. From the point of view of its tenant mix, it concentrates the most important international and national luxury brands such as LV, Salvatore Ferragamo, Hugo Boss, Bally, Omega, Etiqueta Negra, Jazmin Chebar, Calandra, among others.
During the fiscal year ended June 30, 2023, the public visiting the Patio Bullrich shopping mall generated real retail sales that totaled approximately ARS 27,230 million, which represents annual sales of approximately ARS 2,389,412 per square meter and a year-on-year increase of 9.3% in real terms. Total rental income increased from ARS 1,252 million in real terms for fiscal year ended June 30, 2022, to ARS 1,777 million for fiscal year ended June 30, 2023, which represents a monthly revenue per gross leasable square meter of ARS 107,383 in fiscal year 2022 and ARS 155,930 in fiscal year 2023.
As of June 30, 2023, Patio Bullrich’s occupancy rate was 92.7%.
Patio Bullrich’s tenant mix
The following table sets forth the tenant mix by type of business at Patio Bullrich as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 19,679 |
|
|
| 72.3 |
|
|
| 5,645 |
|
|
| 49.6 |
|
Entertainment |
|
| 89 |
|
|
| 0.3 |
|
|
| 1,510 |
|
|
| 13.2 |
|
Home |
|
| 705 |
|
|
| 2.6 |
|
|
| 173 |
|
|
| 1.5 |
|
Restaurant |
|
| 683 |
|
|
| 2.5 |
|
|
| 1,556 |
|
|
| 13.7 |
|
Miscellaneous |
|
| 5,704 |
|
|
| 20.9 |
|
|
| 1,586 |
|
|
| 13.9 |
|
Services |
|
| 370 |
|
|
| 1.4 |
|
|
| 876 |
|
|
| 7.7 |
|
Home appliances |
|
| — |
|
|
| — |
|
|
| 50 |
|
|
| 0.4 |
|
Total |
|
| 27,230 |
|
|
| 100.0 |
|
|
| 11,396 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 67 |
| Table of Contents |
Patio Bullrich’s revenue
The following table sets forth selected information relating to the revenue of Patio Bullrich during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 866 |
|
|
| 379 |
|
|
| 293 |
|
|
| 686 |
|
|
| 1,013 |
|
Percentage rent(1) |
|
| 911 |
|
|
| 873 |
|
|
| 226 |
|
|
| 395 |
|
|
| 405 |
|
Total rent |
|
| 1,777 |
|
|
| 1,252 |
|
|
| 519 |
|
|
| 1,081 |
|
|
| 1,418 |
|
Non-traditional advertising |
|
| 24 |
|
|
| 32 |
|
|
| 17 |
|
|
| 50 |
|
|
| 58 |
|
Revenue from admission rights(2) |
|
| 225 |
|
|
| 170 |
|
|
| 125 |
|
|
| 257 |
|
|
| 269 |
|
Fees |
|
| 29 |
|
|
| 32 |
|
|
| 34 |
|
|
| 63 |
|
|
| 71 |
|
Parking |
|
| 271 |
|
|
| 132 |
|
|
| 19 |
|
|
| 147 |
|
|
| 263 |
|
Commissions |
|
| 42 |
|
|
| 34 |
|
|
| 30 |
|
|
| 34 |
|
|
| 67 |
|
Other |
|
| 2 |
|
|
| 4 |
|
|
| 4 |
|
|
| — |
|
|
| (5 | ) |
Total(3) |
|
| 2,370 |
|
|
| 1,656 |
|
|
| 748 |
|
|
| 1,632 |
|
|
| 2,141 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Dot Baires Shopping, City of Buenos Aires
Dot Baires Shopping is a shopping mall that opened in May 2009. It has 4 floors and 3 underground levels, a covered surface area of 173,000 square meters, of which 47,811 sqm constitute Gross Leasable Area, comprising 163 retail stores, a 10-screen multiplex cinema and parking space for 2,100 vehicles in a surface of approximately 75,000 square meters.
Dot Baires Shopping is located at the spot where Avenida General Paz meets the Panamerican Highway in the neighborhood of Saavedra, City of Buenos Aires, and is the largest shopping mall in the city in terms of square meters. As of June 30, 2023, our equity interest in Panamerican Mall S.A. was 80%. Dot Baires Shopping is a meeting point in the City of Buenos Aires where daily services, the best brands and differential proposals are offered.
During the fiscal year ended June 30, 2023, the public visiting the Dot Baires shopping mall generated real retail sales that totaled approximately ARS 51,217 million, which represents a year-on-year increase of 17.3% in real terms and annual sales of approximately ARS 1,071,230 per square meter. Total rental income increased from ARS 2,486 million in real terms in the fiscal year ended June 30, 2022, to ARS 3,197 million in the fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 52,554 in fiscal year 2022 and ARS 66,867 in fiscal year 2023.
As of June 30, 2023, Dot Baires Shopping’s occupancy rate was 98.6%.
| 68 |
| Table of Contents |
Dot Baires Shopping’s tenant mix
The following table sets forth the tenant mix in terms of types of business in Dot Baires Shopping as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 24,161 |
|
|
| 47.2 |
|
|
| 23,592 |
|
|
| 49.4 |
|
Department store |
|
| — |
|
|
| — |
|
|
| 1,572 |
|
|
| 3.3 |
|
Entertainment |
|
| 2,124 |
|
|
| 4.1 |
|
|
| 8,519 |
|
|
| 17.8 |
|
Home |
|
| 1,914 |
|
|
| 3.7 |
|
|
| 3,710 |
|
|
| 7.8 |
|
Restaurant |
|
| 6,802 |
|
|
| 13.3 |
|
|
| 1,981 |
|
|
| 4.1 |
|
Miscellaneous |
|
| 5,988 |
|
|
| 11.7 |
|
|
| 3,146 |
|
|
| 6.6 |
|
Services |
|
| 2,236 |
|
|
| 4.4 |
|
|
| 2,984 |
|
|
| 6.2 |
|
Home appliances |
|
| 7,992 |
|
|
| 15.6 |
|
|
| 2,307 |
|
|
| 4.8 |
|
Total |
|
| 51,217 |
|
|
| 100.0 |
|
|
| 47,811 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Dot Baires Shopping’s revenue
The following table sets forth selected information relating to the revenue of Dot Baires Shopping for the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 1,761 |
|
|
| 1,018 |
|
|
| 556 |
|
|
| 1,630 |
|
|
| 2,503 |
|
Percentage rent(1) |
|
| 1,436 |
|
|
| 1,468 |
|
|
| 224 |
|
|
| 696 |
|
|
| 949 |
|
Total rent |
|
| 3,197 |
|
|
| 2,486 |
|
|
| 780 |
|
|
| 2,326 |
|
|
| 3,452 |
|
Non-traditional advertising |
|
| 126 |
|
|
| 63 |
|
|
| 32 |
|
|
| 110 |
|
|
| 144 |
|
Revenue from admission rights(2) |
|
| 281 |
|
|
| 224 |
|
|
| 246 |
|
|
| 416 |
|
|
| 502 |
|
Fees |
|
| 50 |
|
|
| 54 |
|
|
| 58 |
|
|
| 54 |
|
|
| 58 |
|
Parking |
|
| 309 |
|
|
| 200 |
|
|
| 13 |
|
|
| 492 |
|
|
| 714 |
|
Commissions |
|
| 104 |
|
|
| 84 |
|
|
| 67 |
|
|
| 54 |
|
|
| 198 |
|
Other |
|
| 5 |
|
|
| 4 |
|
|
| 380 |
|
|
| 15 |
|
|
| 830 |
|
Total(3) |
|
| 4,072 |
|
|
| 3,115 |
|
|
| 1,576 |
|
|
| 3,467 |
|
|
| 5,898 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Soleil Premium Outlet, greater Buenos Aires, province of Buenos Aires
Soleil Premium Outlet is located in San Isidro, Province of Buenos Aires. It opened in Argentina in 1986, but in 2010 it began a process of change becoming the first Premium Outlet in the country. It has a surface area of 47,525 square meters, 15,673 square meters of which are GLA, with a strong presence in the sports and leisure sector. It comprises 74 stores and 2,599 parking spaces. In addition, it has 6-screen multiplex cinemas, a supermarket and a food court.
During the fiscal year ended June 30, 2023, the public visiting the shopping mall generated real retail sales that totaled approximately ARS 33,907 million, which represents annual average sales of approximately ARS 2,163,336 per square meter and a year-on-year turnover increase of 8,7% in real terms. Total rental income increased from ARS 1,583 million in real terms for the fiscal year ended June 30, 2022, to ARS 1,836 million for the fiscal year ended June 30, 2023, representing annual income per gross leasable square meter of ARS 100,570 in fiscal year 2022 and ARS 117,141 in fiscal year 2023.
As of June 30, 2023, Soleil Premium Outlet’s occupancy rate was 100.0%.
| 69 |
| Table of Contents |
Soleil Premium Outlet’s tenant mix
The following table sets forth the tenant mix in terms of types of business in Soleil Premium Outlet as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 29,536 |
|
|
| 87.0 |
|
|
| 11,178 |
|
|
| 71.3 |
|
Entertainment |
|
| 881 |
|
|
| 2.6 |
|
|
| 3,262 |
|
|
| 20.8 |
|
Home |
|
| 92 |
|
|
| 0.3 |
|
|
| 100 |
|
|
| 0.6 |
|
Restaurant |
|
| 2,701 |
|
|
| 8.0 |
|
|
| 745 |
|
|
| 4.8 |
|
Miscellaneous |
|
| 675 |
|
|
| 2.0 |
|
|
| 326 |
|
|
| 2.1 |
|
Home appliances |
|
| 22 |
|
|
| 0.1 |
|
|
| 62 |
|
|
| 0.4 |
|
Total |
|
| 33,907 |
|
|
| 100.0 |
|
|
| 15,673 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Soleil Premium Outlet’s revenue
The following table sets forth selected information relating to the revenue of Soleil Premium Outlet during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 915 |
|
|
| 673 |
|
|
| 492 |
|
|
| 634 |
|
|
| 1,024 |
|
Percentage rent(1) |
|
| 921 |
|
|
| 910 |
|
|
| 207 |
|
|
| 388 |
|
|
| 567 |
|
Total rent |
|
| 1,836 |
|
|
| 1,583 |
|
|
| 699 |
|
|
| 1,022 |
|
|
| 1,591 |
|
Non-traditional advertising |
|
| 42 |
|
|
| 17 |
|
|
| 11 |
|
|
| 34 |
|
|
| 22 |
|
Revenue from admission rights(2) |
|
| 200 |
|
|
| 170 |
|
|
| 136 |
|
|
| 185 |
|
|
| 233 |
|
Fees |
|
| 18 |
|
|
| 19 |
|
|
| 22 |
|
|
| 17 |
|
|
| 19 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 56 |
|
|
| 47 |
|
|
| 9 |
|
|
| 52 |
|
|
| 80 |
|
Other |
|
| 2 |
|
|
| 3 |
|
|
| — |
|
|
| 5 |
|
|
| 6 |
|
Total(3) |
|
| 2,154 |
|
|
| 1,839 |
|
|
| 877 |
|
|
| 1,315 |
|
|
| 1,951 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Distrito Arcos, City of Buenos Aires
We opened Distrito Arcos on December 18, 2014. Distrito Arcos is a premium outlet located in the neighborhood of Palermo, City of Buenos Aires. It has 14,458 square meters of GLA and it consists of 63 stores, 427 parking spaces and 33 outdoor selling stands. In an open urban space, Arcos was consolidated in all its business units with sustained year-on-year growth.
During the fiscal year ended June 30, 2023, the public visiting the shopping mall generated real retail sales of approximately ARS 47,573 million, which represents a year-on-year increase of 17.5% in real terms and sales per square were approximately ARS 3,290,318. Total rental income increased from ARS 2,261 million in real terms for the fiscal year ended June 30, 2022, to ARS 2,832 million in fiscal year ended June 30, 2023, representing annual income per gross leasable square meter of ARS 156,425 in fiscal year 2022 and ARS 195,871 in fiscal year 2023. The shopping mall concession is undergoing legal proceedings. For more information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Arcos del Gourmet”.
| 70 |
| Table of Contents |
As of June 30, 2023, Distrito Arcos’ occupancy rate was 100%.
Distrito Arcos’ tenant mix
The following table sets forth the mix of tenants by type of business at Distrito Arcos as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 42,301 |
|
|
| 88.9 |
|
|
| 10,397 |
|
|
| 71.9 |
|
Restaurant |
|
| 1,932 |
|
|
| 4.1 |
|
|
| 728 |
|
|
| 5.1 |
|
Miscellaneous |
|
| 1,511 |
|
|
| 3.2 |
|
|
| 2,147 |
|
|
| 14.8 |
|
Services |
|
| 1,829 |
|
|
| 3.8 |
|
|
| 1,186 |
|
|
| 8.2 |
|
Total |
|
| 47,573 |
|
|
| 100.0 |
|
|
| 14,458 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Distrito Arcos’ revenue
The following table sets forth selected information relating to the revenue from Distrito Arcos during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 1,062 |
|
|
| 806 |
|
|
| 694 |
|
|
| 1,253 |
|
|
| 2,106 |
|
Percentage rent(1) |
|
| 1,770 |
|
|
| 1,455 |
|
|
| 601 |
|
|
| 655 |
|
|
| 660 |
|
Total rent |
|
| 2,832 |
|
|
| 2,261 |
|
|
| 1,295 |
|
|
| 1,908 |
|
|
| 2,766 |
|
Non-traditional advertising |
|
| 51 |
|
|
| 56 |
|
|
| 37 |
|
|
| 28 |
|
|
| 63 |
|
Revenue from admission rights(2) |
|
| 276 |
|
|
| 198 |
|
|
| 22 |
|
|
| 319 |
|
|
| 188 |
|
Fees |
|
| 13 |
|
|
| 15 |
|
|
| 15 |
|
|
| 13 |
|
|
| 13 |
|
Parking |
|
| 249 |
|
|
| 196 |
|
|
| 32 |
|
|
| 151 |
|
|
| 237 |
|
Commissions |
|
| 76 |
|
|
| 73 |
|
|
| 65 |
|
|
| 11 |
|
|
| 82 |
|
Other |
|
| 2 |
|
|
| 6 |
|
|
| 2 |
|
|
| 6 |
|
|
| 5 |
|
Total(3) |
|
| 3,499 |
|
|
| 2,805 |
|
|
| 1,468 |
|
|
| 2,436 |
|
|
| 3,354 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Alto NOA, City of Salta, Province of Salta
Alto Noa is an 84-store shopping mall that opened in 1994. Alto Noa is located in the City of Salta, the capital of the Province of Salta, in the northwest region of Argentina. The province of Salta has a population of approximately 1.3 million inhabitants with approximately 0.8 million inhabitants in the City of Salta. The shopping mall has a total constructed area of approximately 31,046 square meters (including parking) which consists of 19,427 square meters of GLA. Alto Noa has a food court with 12 restaurants, a large entertainment center, a supermarket and a multiplex cinema with eight screens. The shopping mall occupies one floor and has free parking spaces for 520 cars. Alto Noa’s targeted clientele consists of middle-income individuals between the ages of 28 and 40.
| 71 |
| Table of Contents |
During the fiscal year ended June 30, 2023, the public visiting the shopping mall generated real retail sales that totaled approximately ARS 26,067 million, which represents fiscal period sales of approximately ARS 1,381,826 per square meter and a year-on-year increase of 4.8% in real terms. Total rental income increased from ARS 1,116 million in real terms in fiscal year ended June 30, 2022, to ARS 1,263 million in fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 57,559 in fiscal year 2022 and ARS 65,014 in fiscal year 2023.
As of June 30, 2023, Alto Noa’s occupancy rate was 100.0%.
Alto NOA’s tenant mix
The following table sets forth the mix of tenants by type of business at Alto NOA as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 8,506 |
|
|
| 32.7 |
|
|
| 4,372 |
|
|
| 22.4 |
|
Entertainment |
|
| 2,379 |
|
|
| 9.1 |
|
|
| 6,507 |
|
|
| 33.5 |
|
Home |
|
| 392 |
|
|
| 1.5 |
|
|
| 245 |
|
|
| 1.3 |
|
Restaurant |
|
| 3,438 |
|
|
| 13.2 |
|
|
| 1,417 |
|
|
| 7.3 |
|
Services |
|
| 870 |
|
|
| 3.3 |
|
|
| 302 |
|
|
| 1.6 |
|
Miscellaneous |
|
| 7,112 |
|
|
| 27.3 |
|
|
| 5,558 |
|
|
| 28.6 |
|
Home appliances |
|
| 3,370 |
|
|
| 12.9 |
|
|
| 1,026 |
|
|
| 5.3 |
|
Total |
|
| 26,067 |
|
|
| 100.0 |
|
|
| 19,427 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto NOA’s revenue
The following table sets forth selected information relating to the revenue of Alto NOA during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 637 |
|
|
| 487 |
|
|
| 451 |
|
|
| 532 |
|
|
| 735 |
|
Percentage rent(1) |
|
| 626 |
|
|
| 629 |
|
|
| 276 |
|
|
| 302 |
|
|
| 379 |
|
Total rent |
|
| 1,263 |
|
|
| 1,116 |
|
|
| 727 |
|
|
| 834 |
|
|
| 1,114 |
|
Non-traditional advertising |
|
| 15 |
|
|
| 24 |
|
|
| 15 |
|
|
| 22 |
|
|
| 19 |
|
Revenue from admission rights(2) |
|
| 81 |
|
|
| 63 |
|
|
| 67 |
|
|
| 91 |
|
|
| 101 |
|
Fees |
|
| 8 |
|
|
| 9 |
|
|
| 9 |
|
|
| 9 |
|
|
| 9 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 44 |
|
|
| 30 |
|
|
| 22 |
|
|
| 22 |
|
|
| 63 |
|
Other |
|
| 2 |
|
|
| 2 |
|
|
| 12 |
|
|
| 3 |
|
|
| 7 |
|
Total(3) |
|
| 1,413 |
|
|
| 1,244 |
|
|
| 852 |
|
|
| 981 |
|
|
| 1,313 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
| 72 |
| Table of Contents |
Alto Rosario, City of Rosario, Province of Santa Fe
Alto Rosario is a 131-store shopping mall located in the City of Rosario, Province of Santa Fe, the third largest city in Argentina in terms of population. It has a total constructed area of approximately 100,750 square meters which consists of 34,859 square meters of gross leasable area. Alto Rosario has a food court with 20 restaurants, a large entertainment center, a supermarket, and a Showcase cinema with 14 state-of-the-art screens. The shopping mall occupies one floor and has free parking spaces that can accommodate 1,700 cars. Alto Rosario’s targeted clientele consists of middle-income individuals between the ages of 28 and 40.
During the fiscal year ended June 30, 2023, the public visitors to the shopping mall generated real retail sales of approximately ARS 72,117 million, which represents a year-on-year increase of 10.8% in real terms. Sales per square meter were approximately ARS 2,068,848. Total rental income increased from ARS 3,863 million in real terms in fiscal year ended June 30, 2022, to ARS 4,365 million in fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 113,768 in fiscal year 2022 and ARS 125,220 in fiscal year 2023.
As of June 30, 2023, Alto Rosario’s occupancy rate was 93.8%.
Alto Rosario’s tenant mix
The following table sets forth the tenant mix by type of business at Alto Rosario as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 41,908 |
|
|
| 58.1 |
|
|
| 16,622 |
|
|
| 47.6 |
|
Entertainment |
|
| 1,512 |
|
|
| 2.1 |
|
|
| 9,586 |
|
|
| 27.5 |
|
Home |
|
| 2,218 |
|
|
| 3.1 |
|
|
| 1,143 |
|
|
| 3.3 |
|
Restaurant |
|
| 8,203 |
|
|
| 11.4 |
|
|
| 2,506 |
|
|
| 7.2 |
|
Miscellaneous |
|
| 5,652 |
|
|
| 7.8 |
|
|
| 2,397 |
|
|
| 6.9 |
|
Services |
|
| 510 |
|
|
| 0.7 |
|
|
| 1,180 |
|
|
| 3.4 |
|
Home appliances |
|
| 12,114 |
|
|
| 16.8 |
|
|
| 1,425 |
|
|
| 4.1 |
|
Total |
|
| 72,117 |
|
|
| 100.0 |
|
|
| 34,859 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
Alto Rosario’s revenue
The following table sets forth selected information relating to the revenue of Alto Rosario during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 2,002 |
|
|
| 1,470 |
|
|
| 1,056 |
|
|
| 1,246 |
|
|
| 1,856 |
|
Percentage rent(1) |
|
| 2,363 |
|
|
| 2,393 |
|
|
| 1,046 |
|
|
| 903 |
|
|
| 1,069 |
|
Total rent |
|
| 4,365 |
|
|
| 3,863 |
|
|
| 2,102 |
|
|
| 2,149 |
|
|
| 2,925 |
|
Non-traditional advertising |
|
| 68 |
|
|
| 32 |
|
|
| 32 |
|
|
| 58 |
|
|
| 71 |
|
Revenue from admission rights(2) |
|
| 486 |
|
|
| 395 |
|
|
| 347 |
|
|
| 438 |
|
|
| 479 |
|
Fees |
|
| 29 |
|
|
| 32 |
|
|
| 34 |
|
|
| 32 |
|
|
| 34 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 109 |
|
|
| 88 |
|
|
| 67 |
|
|
| 75 |
|
|
| 110 |
|
Other |
|
| 4 |
|
|
| 7 |
|
|
| 16 |
|
|
| 7 |
|
|
| 5 |
|
Total(3) |
|
| 5,061 |
|
|
| 4,417 |
|
|
| 2,598 |
|
|
| 2,759 |
|
|
| 3,624 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
| 73 |
| Table of Contents |
Mendoza Plaza, City of Mendoza, Province of Mendoza
Mendoza Plaza is a 124-store shopping mall which has 22 selling stands, opened in 1992 and is located in the district of Guaymallén, in the Province of Mendoza. The city of Mendoza has a population of approximately 1.5 million inhabitants, making it the fourth largest City in Argentina. Mendoza Plaza Shopping consists of 41,511 square meters of GLA and has a multiplex cinema covering an area of approximately 3,659 square meters with ten screens, one of them a 4D being the first in the province, a food court with 10 restaurants, 5 restaurants on the street in the new sector called “Shopping District Food”, an entertainment center and a supermarket, which is also a tenant. The shopping mall has two levels and has free parking spaces for 1,817 cars, 358 of which are underground. Mendoza Plaza’s targeted clientele consists of middle-income individuals between the ages of 28 and 40.
During the fiscal year ended June 30, 2023, the public visiting the shopping mall generated real retail sales that totaled approximately ARS 39,021 million, which represents annual sales for approximately ARS 940,015 per square meter and a year-on-year increase of 5.7% in real terms. Total rental income increased from ARS 1,594 million in real terms in fiscal year ended June 30, 2022 to ARS 1.880 million in fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 37,798 in fiscal year 2022 and ARS 45,289 in fiscal year 2023.
As of June 30, 2023, Mendoza Plaza’s occupancy rate was 99.1%.
Mendoza Plaza’s tenant mix
The following table sets forth the mix of tenants by type of business at Mendoza Plaza as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 14.460 |
|
|
| 37.0 |
|
|
| 10.519 |
|
|
| 25.3 |
|
Department store |
|
| — |
|
|
| — |
|
|
| 4.259 |
|
|
| 10.3 |
|
Entertainment |
|
| 1.871 |
|
|
| 4.8 |
|
|
| 7.351 |
|
|
| 17.7 |
|
Home |
|
| 1.581 |
|
|
| 4.1 |
|
|
| 2.688 |
|
|
| 6.5 |
|
Restaurant |
|
| 4.931 |
|
|
| 12.6 |
|
|
| 4.276 |
|
|
| 10.3 |
|
Miscellaneous |
|
| 6.390 |
|
|
| 16.4 |
|
|
| 7.483 |
|
|
| 18.0 |
|
Services |
|
| 238 |
|
|
| 0.6 |
|
|
| 2.238 |
|
|
| 5.4 |
|
Home appliances |
|
| 9.550 |
|
|
| 24.5 |
|
|
| 2.697 |
|
|
| 6.5 |
|
Total |
|
| 39.021 |
|
|
| 100.0 |
|
|
| 41.511 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 74 |
| Table of Contents |
Mendoza Plaza’s revenue
The table sets forth selected information relating to the revenue of Mendoza Plaza during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 991 |
|
|
| 686 |
|
|
| 733 |
|
|
| 800 |
|
|
| 1,108 |
|
Percentage rent(1) |
|
| 889 |
|
|
| 908 |
|
|
| 418 |
|
|
| 472 |
|
|
| 686 |
|
Total rent |
|
| 1,880 |
|
|
| 1,594 |
|
|
| 1,151 |
|
|
| 1,272 |
|
|
| 1,794 |
|
Non-traditional advertising |
|
| 29 |
|
|
| 22 |
|
|
| 28 |
|
|
| 39 |
|
|
| 45 |
|
Revenue from admission rights(2) |
|
| 125 |
|
|
| 110 |
|
|
| 103 |
|
|
| 140 |
|
|
| 175 |
|
Fees |
|
| 17 |
|
|
| 19 |
|
|
| 19 |
|
|
| 45 |
|
|
| 52 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 54 |
|
|
| 50 |
|
|
| 24 |
|
|
| 45 |
|
|
| 84 |
|
Other |
|
| 20 |
|
|
| 29 |
|
|
| 37 |
|
|
| 28 |
|
|
| 23 |
|
Total(3) |
|
| 2,125 |
|
|
| 1,824 |
|
|
| 1,362 |
|
|
| 1,569 |
|
|
| 2,173 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Córdoba Shopping—Villa Cabrera, City of Córdoba
Córdoba Shopping Villa Cabrera is a shopping mall covering 35,000 square meters of surface area, with 15,368 square meters being gross leasable area. Córdoba Shopping has 98 commercial stores, a 12-screen multiplex cinema and parking spaces for 1,500 vehicles, located in Villa Cabrera, City of Córdoba, Province of Córdoba, the second largest City in Argentina in terms of population.
During the fiscal year ended June 30, 2023, the public visiting the shopping mall generated real retail sales of approximately ARS 22,676 million, which represents a year-on-year increase of 9.3% in real terms. Sales per square meter were approximately ARS 1,475,515. Total rental income increased from ARS 1,194 million in real terms in fiscal year ended June 30, 2022, to ARS 1,415 million in fiscal year ended June 30, 2023, which represents annual income per gross leasable square meter of ARS 77,715 in fiscal year 2022 and ARS 92,073 in fiscal year 2023.
As of June 30, 2023, Córdoba Shopping’s occupancy rate was 97.7%.
Córdoba Shopping—Villa Cabrera’s tenant mix
The following table sets forth the tenant mix in terms of types of business in Córdoba Shopping as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 16,207 |
|
|
| 71.4 |
|
|
| 6,519 |
|
|
| 42.4 |
|
Entertainment |
|
| 606 |
|
|
| 2.7 |
|
|
| 5,842 |
|
|
| 38.0 |
|
Home |
|
| 608 |
|
|
| 2.7 |
|
|
| 365 |
|
|
| 2.4 |
|
Restaurant |
|
| 1,939 |
|
|
| 8.6 |
|
|
| 675 |
|
|
| 4.4 |
|
Miscellaneous |
|
| 1,847 |
|
|
| 8.1 |
|
|
| 740 |
|
|
| 4.8 |
|
Services |
|
| 135 |
|
|
| 0.6 |
|
|
| 730 |
|
|
| 4.8 |
|
Home appliances |
|
| 1,334 |
|
|
| 5.9 |
|
|
| 497 |
|
|
| 3.2 |
|
Total |
|
| 22,676 |
|
|
| 100.0 |
|
|
| 15,368 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 75 |
| Table of Contents |
Revenue from Córdoba Shopping—Villa Cabrera
The following table sets forth selected information relating to the revenue of Córdoba Shopping during the fiscal years indicated:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 663 |
|
|
| 431 |
|
|
| 388 |
|
|
| 399 |
|
|
| 640 |
|
Percentage rent(1) |
|
| 752 |
|
|
| 763 |
|
|
| 310 |
|
|
| 341 |
|
|
| 427 |
|
Total rent |
|
| 1,415 |
|
|
| 1,194 |
|
|
| 698 |
|
|
| 740 |
|
|
| 1,067 |
|
Non-traditional advertising |
|
| 35 |
|
|
| 13 |
|
|
| 19 |
|
|
| 32 |
|
|
| 45 |
|
Revenue from admission rights(2) |
|
| 121 |
|
|
| 69 |
|
|
| 71 |
|
|
| 106 |
|
|
| 114 |
|
Fees |
|
| 10 |
|
|
| 11 |
|
|
| 13 |
|
|
| 34 |
|
|
| 41 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 33 |
|
|
| 32 |
|
|
| 22 |
|
|
| 22 |
|
|
| 42 |
|
Other |
|
| 13 |
|
|
| 5 |
|
|
| 9 |
|
|
| 6 |
|
|
| — |
|
Total(3) |
|
| 1,627 |
|
|
| 1,324 |
|
|
| 832 |
|
|
| 940 |
|
|
| 1,309 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
La Ribera Shopping, City of Santa Fé, Province of Santa Fé
We hold 50% of Nuevo Puerto Santa Fe S.A.’s shares, a corporation that is tenant of a building in which it built and currently operates “La Ribera” shopping mall, which has a surface area of 47,506 square meters, comprising 67 retail stores and seven 2D, 3D and XD-screen multiplex cinema with the latest sound and image technology. It also comprises a 510-square meter cultural center and 24,553 square meters in outdoor areas and free parking space. Its gross leasable area is 10,531 square meters. The shopping mall is strategically located in Dock I of the port of the City of Santa Fe in the Province of Santa Fe, just 3 blocks away from its commercial and banking center, the place with the largest development in terms of real estate in the City of Santa Fe, 27 kilometers away from the City of Paraná and 96 kilometers away from the City of Rafaela, its range of influence represents a potential market of over one million people.
During the fiscal year ended June 30, 2023, the public visiting the shopping mall generated real retail sales of approximately ARS 11,438 million, which represents a year-on-year increase of 15.6% and sales per square meter were approximately ARS 1,086,173. Total rental income increased from ARS 265 million in real terms in fiscal year ended June 30, 2022 to ARS 365 million in fiscal year ended June 30, 2023, representing annual income per gross leasable square meter of ARS 25,180 in fiscal year 2022 and ARS 34,661 in fiscal year 2023.
As of June 30, 2023, La Ribera Shopping’s occupancy rate was 96.8%.
La Ribera Shopping’s tenant mix
The following table sets forth the mix of tenants by type of business at La Ribera Shopping as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 4,966 |
|
|
| 43.4 |
|
|
| 3,000 |
|
|
| 28.4 |
|
Entertainment |
|
| 1,448 |
|
|
| 12.7 |
|
|
| 3,323 |
|
|
| 31.6 |
|
Home |
|
| 347 |
|
|
| 3.0 |
|
|
| 381 |
|
|
| 3.6 |
|
Restaurant |
|
| 2,808 |
|
|
| 24.5 |
|
|
| 2,247 |
|
|
| 21.3 |
|
Miscellaneous |
|
| 1,276 |
|
|
| 11.2 |
|
|
| 776 |
|
|
| 7.4 |
|
Services |
|
| 12 |
|
|
| 0.1 |
|
|
| 29 |
|
|
| 0.3 |
|
Home appliances |
|
| 581 |
|
|
| 5.1 |
|
|
| 775 |
|
|
| 7.4 |
|
Total |
|
| 11,438 |
|
|
| 100.0 |
|
|
| 10,531 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 76 |
| Table of Contents |
La Ribera Shopping’s revenue
The following table sets forth selected information relating to the revenue of La Ribera Shopping during the fiscal years indicated:
|
| For the fiscal year ended June 30, (4) |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 174 |
|
|
| 93 |
|
|
| 60 |
|
|
| 142 |
|
|
| 200 |
|
Percentage rent(1) |
|
| 191 |
|
|
| 172 |
|
|
| 22 |
|
|
| 110 |
|
|
| 181 |
|
Total rent |
|
| 365 |
|
|
| 265 |
|
|
| 82 |
|
|
| 252 |
|
|
| 381 |
|
Non-traditional advertising |
|
| 10 |
|
|
| 4 |
|
|
| 4 |
|
|
| 15 |
|
|
| 13 |
|
Revenue from admission rights(2) |
|
| 20 |
|
|
| 13 |
|
|
| 15 |
|
|
| 19 |
|
|
| 19 |
|
Fees |
|
| 6 |
|
|
| 4 |
|
|
| 4 |
|
|
| 6 |
|
|
| 9 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 29 |
|
|
| 14 |
|
|
| 7 |
|
|
| 21 |
|
|
| 41 |
|
Other |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total(3) |
|
| 430 |
|
|
| 300 |
|
|
| 112 |
|
|
| 313 |
|
|
| 463 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
(4) | It does not reflect our participation on this property. |
Alto Comahue, City of Neuquén, Province of Neuquén
Alto Comahue, was inaugurated on March 17, 2015, and is located in the City of Neuquén, in the Patagonian region of Argentina. It has a total surface of 35,000 square meters and 11,700 square meters of GLA, approximately 1,066 roof-covered and open-air parking spaces and a large entertainment and leisure area. Alto Comahue offers 88 retail stores that house the most prestigious brands in Argentina and has a 6-screen multiplex cinema and a theme restaurant. It is a three-story building consisting of a basement where the parking space and a 1,000 square meters Food Hall are located; the ground floor consisting of 5,000 square meters for retail stores, and the first floor consisting of 1,000 square meters for restaurants with unique views of the city, 2,600 square meters of retail stores and 2,100 square meters of cinemas.
During the fiscal year ended June 30, 2023, visitors to the shopping mall generated real retail sales that totaled approximately ARS 19,447 million, which represent a year-on-year increase of 24.1% and sales per square meter of approximately ARS 1,662,195. Total rental income increased from ARS 819 million in real terms in fiscal year ended June 30, 2022 to ARS 1,108 million in fiscal year ended June 30, 2023, which represents total revenue for the period per gross leasable area of ARS 70,036 in fiscal year 2022 and ARS 94,704 in fiscal year 2023.
As of June 30, 2023, Alto Comahue’s occupancy rate was 96.7%.
Alto Comahue’s tenant mix
The following table sets forth the mix of tenants by type of business at Alto Comahue as of June 30, 2023:
Type of business(1) |
| Tenant Sales |
|
| GLA |
| ||||||||||
|
| (in millions of ARS) |
|
| (%) |
|
| (sqm) |
|
| (% of total) |
| ||||
Clothes and footwear |
|
| 8,467 |
|
|
| 43.6 |
|
|
| 5,032 |
|
|
| 43.0 |
|
Entertainment |
|
| 970 |
|
|
| 5.0 |
|
|
| 2,350 |
|
|
| 20.1 |
|
Home |
|
| 1,246 |
|
|
| 6.4 |
|
|
| 326 |
|
|
| 2.8 |
|
Restaurant |
|
| 4,497 |
|
|
| 23.1 |
|
|
| 2,064 |
|
|
| 17.6 |
|
Miscellaneous |
|
| 3,045 |
|
|
| 15.7 |
|
|
| 830 |
|
|
| 7.1 |
|
Services |
|
| 241 |
|
|
| 1.2 |
|
|
| 171 |
|
|
| 1.5 |
|
Home appliances |
|
| 981 |
|
|
| 5.0 |
|
|
| 927 |
|
|
| 7.9 |
|
Total |
|
| 19,447 |
|
|
| 100.0 |
|
|
| 11,700 |
|
|
| 100.0 |
|
(1) | Includes vacant stores as of June 30, 2023. Gross leasable area with respect to such vacant stores is included under the type of business of the last tenant to occupy such stores. |
| 77 |
| Table of Contents |
Alto Comahue’s revenue
The following table sets forth selected information relating to the revenue derived from Alto Comahue during the following periods:
|
| For the fiscal year ended June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (in millions of ARS) |
| |||||||||||||||||
Base rent |
|
| 504 |
|
|
| 304 |
|
|
| 140 |
|
|
| 1,574 |
|
|
| 1,362 |
|
Percentage rent(1) |
|
| 604 |
|
|
| 515 |
|
|
| 71 |
|
|
| 330 |
|
|
| 474 |
|
Total rent |
|
| 1,108 |
|
|
| 819 |
|
|
| 211 |
|
|
| 1,904 |
|
|
| 1,836 |
|
Non-traditional advertising |
|
| 11 |
|
|
| 6 |
|
|
| 6 |
|
|
| 17 |
|
|
| 26 |
|
Revenue from admission rights(2) |
|
| 81 |
|
|
| 50 |
|
|
| 50 |
|
|
| 56 |
|
|
| 52 |
|
Fees |
|
| 9 |
|
|
| 11 |
|
|
| 11 |
|
|
| 13 |
|
|
| 13 |
|
Parking |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Commissions |
|
| 28 |
|
|
| 19 |
|
|
| 11 |
|
|
| 6 |
|
|
| 65 |
|
Other |
|
| 3 |
|
|
| 3 |
|
|
| 9 |
|
|
| 7 |
|
|
| 231 |
|
Total(3) |
|
| 1,240 |
|
|
| 908 |
|
|
| 298 |
|
|
| 2,003 |
|
|
| 2,223 |
|
(1) | Contingent rent is revenue based on a specific percentage of gross sales of our tenants. |
(2) | Admission rights are the fees required from tenants for entering into a lease or a lease renewal. |
(3) | Consolidated rents. Revenue relating to the collective promotion fund is not included. |
Principal Terms of our Leases
Under the Civil and Commercial Code of Argentina, the term of the leases cannot exceed twenty years for residential leases and fifty years for the other leases.
Leasable space in our shopping malls is marketed through an exclusive arrangement with our wholly owned subsidiary and real estate broker Fibesa S.A., or “Fibesa.” We use a standard lease agreement for most tenants at our shopping malls, the terms and conditions of which are described below. However, our largest or “anchor” tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.
Rent amount specified in our leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the tenant’s monthly gross sales in the store, which percentage generally ranges between 2% and 12% of tenant’s gross sales. Additionally, under the rent adjustment clause included in most of our rental contracts, the tenant’s basic rent is generally updated monthly or quarterly and cumulatively by the CPI index.
In addition to rent, we charge most of our tenants an admission right, which must be paid upon execution of the lease agreement and upon its renewal. The admission right is normally paid as a lump sum or in a small number of monthly installments. If the tenants pay this fee in installments, the tenants are responsible for paying the balance of any such unpaid amount if they terminate the lease prior to its expiration. In the event of unilateral termination and/or resolution for breach by the tenants, tenants will not be refunded their admission payment without our consent. We lease our stores, kiosks and spaces in our shopping malls through our wholly-owned subsidiary Fibesa. We charge our tenants a fee for the brokerage services, which usually amounts to approximately three months of the Base Rent plus the admission right.
| 78 |
| Table of Contents |
The tenants of the shopping centers have electricity, gas and water services and, if applicable, depending on the tenant’s commercial activity, telephone switchboard, central air conditioning connection, connection to the general fire detection and extinguishing system, and provision of emergency energy through generator sets in common sectors. Each tenant is responsible for completing all necessary installations within their unit, and must also pay the direct expenses generated by these services within each unit. Direct expenses generally include electricity, water, gas, telephone and air conditioning. The tenant must also pay a percentage of the total costs and general taxes related to the maintenance of the common areas. We determine that percentage or “coupe” based on different factors. Common area expenses include, among other things, administration, security, operations, maintenance, cleaning and taxes.
We carry out promotional and marketing activities to draw consumer traffic to our shopping malls. These activities are paid for with the tenants’ contributions to the Collective Promotion Fund, or “CPF,” which is administered by us. Tenants are required to contribute 15% of their rent (Base Rent plus Percentage Rent) to the CPF. We may increase the percentage tenants must contribute to the CPF with up to 25% of the original amount set forth in the corresponding lease agreement for the contributions to the CPF. We may also require tenants to make extraordinary contributions to the CPF to fund special promotional and marketing campaigns or to cover the costs of special promotional events that benefit all tenants. We may require tenants to make these extraordinary contributions up to four times a year provided that each extraordinary contribution may not exceed 25% of the tenant’s preceding monthly lease payment.
Each tenant leases its rental unit as a shell without any fixtures and is responsible for the interior design of its rental unit. Any modifications and additions to the rental units must be pre-approved by us. We have the option to charge the tenant for all costs incurred in remodeling the rental units and for removing any additions made to the rental unit when the lease expires. Furthermore, tenants are responsible for obtaining adequate insurance for their rental units, which must cover, among other things, damage caused by fire, glass breakage, theft, flood, civil liability and workers’ compensation.
Control Systems
IRSA has computer systems equipped to monitor tenants’ sales in all of its shopping malls. IRSA also conducts regular revenues audits of our tenants’ accounting sales records in all of our shopping malls. IRSA uses the information generated from the computer monitoring system to prepare statistical data regarding, among other things, total sales, average sales and peak sale hours for marketing purposes and as a reference for the revenues audit. Most of its shopping mall lease agreements require the tenant to have its point of sale system linked to our server.
Competition
IRSA is the largest owner and operator of shopping malls, offices and other commercial properties in Argentina in terms of gross leasable area and number of rental properties. Given that most of our shopping malls are located in highly populated areas, there are competing shopping malls within, or in close proximity to, areas targeted by our real estate portfolio, as well as stores located on avenues or streets. The number of shopping malls in a particular area could have a material effect on the ability to lease space in shopping malls and on the amount of rent that we are able to charge. We believe that due to the limited availability of large plots of land and zoning restrictions in the City of Buenos Aires, it is difficult for other companies to compete in areas through the development of new shopping malls. The principal competitor is Cencosud S.A. which owns and operates Unicenter Shopping and the Jumbo hypermarket chain, among others.
| 79 |
| Table of Contents |
The following table shows certain information concerning the most significant owners and operators of shopping malls in Argentina, as of June 30, 2023:
Entity |
| Shopping malls |
| Location |
| GLA |
| Market share (1) |
|
|
|
|
|
|
| sqm |
| (%) |
|
IRSA |
| Alto Palermo |
| City of Buenos Aires |
| 20,629 |
| 1.76 |
|
|
| Abasto Shopping (2) |
| City of Buenos Aires |
| 37,167 |
| 3.17 |
|
|
| Alto Avellaneda |
| Province of Buenos Aires |
| 39,457 |
| 3.36 |
|
|
| Alcorta Shopping |
| City of Buenos Aires |
| 15,839 |
| 1.35 |
|
|
| Patio Bullrich |
| City of Buenos Aires |
| 11,396 |
| 0.97 |
|
|
| Dot Baires Shopping (3) |
| City of Buenos Aires |
| 47,811 |
| 4.07 |
|
|
| Soleil Premium Outlet |
| Province of Buenos Aires |
| 15,673 |
| 1.34 |
|
|
| Distrito Arcos |
| City of Buenos Aires |
| 14,458 |
| 1.23 |
|
|
| Alto Noa |
| City of Salta |
| 19,427 |
| 1.66 |
|
|
| Alto Rosario |
| City of Rosario |
| 34,859 |
| 2.97 |
|
|
| Mendoza Plaza |
| City of Mendoza |
| 41,511 |
| 3.54 |
|
|
| Córdoba Shopping |
| City of Córdoba |
| 15,368 |
| 1.31 |
|
|
| La Ribera Shopping (4) |
| City of Santa Fe |
| 10,531 |
| 0.90 |
|
|
| Alto Comahue |
| City of Neuquén |
| 11,700 |
| 1.00 |
|
Subtotal |
|
|
|
|
| 335,826 |
| 28.6 |
|
Cencosud S.A |
|
|
|
|
| 277,203 |
| 23.6 |
|
Other operators |
|
|
|
|
| 560,317 |
| 47.8 |
|
Total |
|
|
|
|
| 1,173,346 |
| 100.0 |
|
(1) | Corresponding to gross leasable area in respect of total gross leasable area. Market share is calculated dividing sqm over total sqm. |
(2) | Does not include Museo de los Niños (3,732 square meters in Abasto). |
(3) | Our interest in PAMSA is 80%. |
(4) | Owned by Nuevo Puerto Santa Fe S.A., in which we are a joint venture partner. |
Source: INDEC – National survey of shopping malls.
Seasonality
Our business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) our tenants’ sales typically reach their lowest level, whereas during winter holidays (July) and in Christmas (December) they reach their maximum level. Clothing retailers generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting our business.
Information technology
We keep investing in technological innovation. The advances of society and changes in consumer habits constantly challenge us and motivate us to apply the latest technological trends to serve the visitor’s experience in the shopping malls and learn more about our clients. We continued with the company digital transformation, extending the use of cloud based purchases and auctions platform for cost optimization, Robotic Process Automation or RPA automation in different areas. We also migrated our datacenter, aiming maximum system availability and started to renew our CCTV system, to improve security and enabling future capabilities, such as the use of artificial intelligence (AIoT).
This year we continued the development of APPA, the application that facilitates the experience of consumers in shopping malls, through which they can pay for parking, book a place for events and shows, redeem gift cards, obtain discounts, benefits and participate in promotions. During the year, users of ¡appa! carried out more than 700,000 transactions on the platform, including consumption in shopping malls, use of parking spaces, and redemption of Corporate benefits.
| 80 |
| Table of Contents |
Offices
Properties
The following table sets forth certain information regarding our office buildings, all of which are located in the Autonomous City of Buenos Aires, as of June 30, 2023:
Offices |
| Date of acquisition/ development |
| GLA (1) |
|
| Occupancy rate (2) |
|
| Ownership interest |
|
| Total rental income for the fiscal year ended June 30, 2023 (4) |
| ||||
|
|
|
| (sqm) |
|
| (%) |
|
| (%) |
|
| (in million of ARS) |
| ||||
AAA A offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankboston Tower (5) |
| Dec-14 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.7 |
|
Intercontinental Plaza (3 |
| Dec-14 |
|
| 2,979 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 195.1 |
|
Dot Building |
| Nov-06 |
|
| 11,242 |
|
|
| 51.6 |
|
|
| 80 |
|
|
| 546.7 |
|
Zetta Building |
| May-19 |
|
| 32,173 |
|
|
| 94.6 |
|
|
| 80 |
|
|
| 2,644.4 |
|
261 Della Paolera (6) |
| Dec-20 |
|
| 8,516 |
|
|
| 100.0 |
|
|
| 100 |
|
|
| 1,003.5 |
|
Total AAA A offices |
|
|
|
| 54,910 |
|
|
| 86.9 |
|
|
|
|
|
|
| 4,393.4 |
|
B offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips Building |
| Jun-17 |
|
| 8,017 |
|
|
| 41.9 |
|
|
| 100 |
|
|
| 190.1 |
|
Suipacha 652/664 (7) |
| Dec-14 |
|
| 11,465 |
|
|
| — |
|
|
| 100 |
|
|
| 0.3 |
|
Total B offices |
|
|
|
| 19,482 |
|
|
| 17.2 |
|
|
|
|
|
|
| 190.4 |
|
| Total Offices |
|
|
|
| 74,392 |
|
|
| 68.7 |
|
|
|
|
|
|
| 4,583.8 |
|
________________
(1) | Corresponds to the total leasable surface area of each property as of June 30, 2023. Excludes common areas and parking spaces. |
(2) | Calculated by dividing occupied square meters by total gross leasable area of the relevant property as of June 30, 2023. |
(3) | We own 13.2% of the building which covers an area of 22,535 square meters of gross leasable area, meaning we own 2,979 square meters of gross leasable area. |
(4) | Corresponds to the accumulated income of the period. |
(5) | The office buildings were sold during the fiscal year 2021. |
(6) | We own 23.7% of the building that has 35,872 square meters of gross leasable area, meaning we owned 8,516 square meters of gross leasable area. As a subsequent event, on August 9, 2023, we sold and transferred one floor of the tower “261 Della Paolera” for a total leasable area of approximately 1,184 sqm and 10 parking lots located in the building. Also, on October 5, 2023, IRSA sold and transferred two floors of the tower “261 Della Paolera” for a total leasable area of approximately 2,395 sqm and 18 parking lots located in the building. For more information, see “Recent Developments – 261 Della Paolera floors sales”. |
(7) | As a subsequent event, on July 24, 2023, we sold the entire building Suipacha 652/664. Excluding the sqm of this building, the occupancy rate of total offices would be 81.2%. For more information, see “Recent Developments – Suipacha 652/664 building sale”. |
| 81 |
| Table of Contents |
Occupancy rate
The following table shows our offices occupancy percentage as of the end of fiscal years ended June 30:
|
| Occupancy rate (1) |
| |||||||||||||||||
|
| As of June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (%) |
| |||||||||||||||||
República Building (2) |
|
| — |
|
|
| — |
|
|
| 66.9 |
|
|
| 86.9 |
|
|
| 95.2 |
|
Bankboston Tower (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 96.4 |
|
|
| 93.5 |
|
Intercontinental Plaza |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
Bouchard 710 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 92.5 |
|
|
| 100.0 |
|
DOT Building |
|
| 51.6 |
|
|
| 92.6 |
|
|
| 84.9 |
|
|
| 84.9 |
|
|
| 100.0 |
|
Zetta Building (3) |
|
| 94.2 |
|
|
| 92.2 |
|
|
| 84.7 |
|
|
| 97.5 |
|
|
| 97.5 |
|
261 Della Paolera |
|
| 100.0 |
|
|
| 67.1 |
|
|
| 80.2 |
|
|
| — |
|
|
| — |
|
Philips Building |
|
| 41.9 |
|
|
| 81.4 |
|
|
| 93.1 |
|
|
| 82.7 |
|
|
| 45.7 |
|
Suipacha 652/664 (4) |
|
| — |
|
|
| — |
|
|
| 17.3 |
|
|
| 31.2 |
|
|
| 44.6 |
|
Total |
|
| 68.7 |
|
|
| 73.3 |
|
|
| 74.7 |
|
|
| 86.1 |
|
|
| 88.3 |
|
(1) | Leased square meters pursuant to lease agreements in effect as of the end of fiscal year over gross leasable area of offices for the same fiscal year. |
(2) | The office buildings were sold. |
(3) | In fiscal year 2022, excludes 815 sqm from the occupancy calculation because they were under construction for the development of the “Workplace Offices” project. |
(4) | As a subsequent event, on July 24, 2023, we sold the entire building Suipacha 652/664. Excluding the sqm of this building, the total occupancy rate would be 81.2%. For more information, see “Recent Developments – Suipacha 652/664 building sale”. |
Annual average income per surface area as of the end of fiscal years ended June 30:
|
| Income per square meter (1) |
| |||||||||||||||||
|
| As of June 30, |
| |||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||
|
| (ARS/sqm) |
| |||||||||||||||||
República Building (2) |
|
| — |
|
|
| — |
|
|
| 134,611 |
|
|
| 133,129 |
|
|
| 124,587 |
|
Bankboston Tower (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 120,116 |
|
|
| 127,815 |
|
Intercontinental Plaza |
|
| 65,500 |
|
|
| 106,056 |
|
|
| 168,134 |
|
|
| 72,046 |
|
|
| 81,767 |
|
Bouchard 710 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 142,164 |
|
|
| 130,087 |
|
DOT Building |
|
| 94,247 |
|
|
| 67,276 |
|
|
| 102,706 |
|
|
| 129,341 |
|
|
| 106,160 |
|
Zetta Building |
|
| 86,865 |
|
|
| 89,864 |
|
|
| 117,650 |
|
|
| 128,799 |
|
|
| 84,558 |
|
261 Della Paolera (3) |
|
| 117,836 |
|
|
| 130,198 |
|
|
| 79,192 |
|
|
| — |
|
|
| — |
|
Philips Building |
|
| 56,584 |
|
|
| 57,849 |
|
|
| 65,963 |
|
|
| 59,402 |
|
|
| 136,949 |
|
Suipacha 652/664 (4) |
|
| — |
|
|
| — |
|
|
| 101,366 |
|
|
| 57,905 |
|
|
| 118,563 |
|
(1) | Calculated by dividing annual rental income by the gross leasable area of offices based on our interest in each building as of June 30 for each fiscal period. |
(2) | The office buildings were sold. |
(3) | The building became operational in December 2020, due to which the contracts and related revenues are not comparable to previous years. |
(4) | As a subsequent event, on July 24, 2023, we sold the entire building Suipacha 652/664. For more information, see “Recent Developments – Suipacha 652/664 building sale”. |
| 82 |
| Table of Contents |
New agreements and renewals
The following table sets forth certain Information on lease agreements as of June 30, 2023:
Property |
| Number of lease agreement(1) (5) |
|
| Annual rental price(2) |
|
| Rental income per sqm (new and renewed)(3) |
|
| Previous rental income per sqm(3) |
|
| Number of non‑ renewed leases |
|
| Non‑ renewed leases annual base rent amount(4) |
| ||||||
|
|
|
|
| (in millions of ARS) |
|
| (ARS) |
|
| (ARS) |
|
|
|
|
| (in millions of ARS) |
| ||||||
Dot Building |
|
| 1 |
|
|
| 51 |
|
|
| 2,861 |
|
|
| 4,018 |
|
|
| 2 |
|
|
| 108 |
|
Philips Building |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3 |
|
|
| 102 |
|
Intercontinental Plaza |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
261 Della Paolera |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Zetta Building |
|
| 1 |
|
|
| 55 |
|
|
| 4,316 |
|
|
| 3,721 |
|
|
| — |
|
|
| — |
|
Total (6) |
|
| 2 |
|
|
| 106 |
|
|
| 3,468 |
|
|
| 3,894 |
|
|
| 5 |
|
|
| 210 |
|
(1) | Includes new and renewed leases executed in fiscal 2023. |
(2) | Leases in U.S. dollars converted to Pesos at the exchange rate prevailing on the first month of the agreement, multiplied by 12 months. |
(3) | Monthly value. |
(4) | Leases in U.S. dollars converted to Pesos at the exchange rate prevailing in the last month of the agreement, multiplied by 12 months. |
(5) | It does not include leases over parking spaces, antennas, terrace area and Workplace (Zetta y Philips). |
(6) | Weighted average for total rental income per sqm (new and renewed) and previous rental income per sqm. |
The following table sets forth the schedule of estimated lease expirations for our offices and other properties for leases in effect as of June 30, 2023. This data is presented assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration (most leases have renewal clauses):
Fiscal year of lease expiration (1)(2) |
| Number of leases due to expire |
|
| Square meters of leases due to expire |
|
| Square meter of leases due to expire |
|
| Annual rental income amount of leases due to expire |
|
| Annual rental income amount of leases to expire |
| |||||
|
|
|
|
| (sqm) |
|
| (%) |
|
| (in millions of ARS) |
|
| (%) |
| |||||
2024 |
|
| 7 |
|
|
| 29,748 |
|
|
| 60 |
|
|
| 2,257 |
|
|
| 57 |
|
2025 |
|
| 5 |
|
|
| 3,239 |
|
|
| 6 |
|
|
| 211 |
|
|
| 5 |
|
2026 and thereafter |
|
| 21 |
|
|
| 17,154 |
|
|
| 34 |
|
|
| 1,504 |
|
|
| 38 |
|
Total |
|
| 33 |
|
|
| 50,141 |
|
|
| 100 |
|
|
| 3,972 |
|
|
| 100 |
|
(1) | Includes offices with leases that have not been renewed as of June 30, 2023. |
(2) | It does not include vacant square meters and contracts from: parking spaces, terraces, antennas and Workplace (Zetta y Philips). |
Intercontinental Plaza
Intercontinental Plaza is a modern 24-story building located next to the Intercontinental Hotel in the historic neighborhood of Monserrat in downtown Buenos Aires. We own a 13.2% interest in the building which has footage averaging 22,535 square meters of gross leasable area; meaning we own 2,979 square meters of gross leasable area in this building. The principal tenant currently is Total Austral, and as an added value Banco Supervielle (Bank Branch) and Starbucks Coffee providing different services to the building.
Dot Building
Our subsidiary Panamerican Mall S.A. developed an office building of 11,242 square meters of gross leasable area next to Dot Baires Shopping. This building was inaugurated in July 2010, which meant our arrival at the growing corridor of the Northern Area with respect to offices for rent. The building’s principal tenants include Farmanet, Astrazeneca S.A., Carrier and HP, among others.
| 83 |
| Table of Contents |
Zetta Building
Our subsidiary Panamerican Mall S.A. built an office building of 32,173 square meters of gross leasable area and 11 floors located in the commercial complex “Polo Dot” in Buenos Aires City. This A+, certified with LEED Gold of Core Shell standards of the US Green Building Council, was inaugurated in May 2019, continuing to consolidate our position in the North Zone corridor of offices for rent. As of June 30, 2023, the building was occupied approximately 91% by Mercado Libre. On the ground floor, it is currently operating the first Workplace office space with 815 sqm sectors. The space offers private offices, fully equipped, furnished and fully operational, ready to use.
261 Della Paolera Building
261 Della Paolera is a 126-meters high triangular-shaped tower of AAA offices and 55,000 square meters of surface, plus 70 linear meters of Curtain Wall on the Río de la Plata, developed on the last vacant land plot of Catalinas Norte. Located in the most prestigious corporate area in Argentina, with approximately 35,000 square meters of GLA, 318 parking spaces, changing rooms, security, gastronomy services, 261 Della Paolera has become an icon of the city, built sustainability in mind and high quality design. This new A+ building was recently certified to LEED Gold of Core Shell standards by the US Green Building Council. The rental process has been a success, achieving 100% occupancy with premium tenants. It is currently a highly valued asset for large corporations for the acquisition of floors, due to its characteristics and current contracts.
During the fiscal year 2023 and as a subsequent event, the company sold and transferred 11 floors of this building. After these operations, IRSA maintains the ownership of 4 floors of this building with an approximate gross leasable area of 4,937 sqm, parking spaces and other complementary spaces. For more information, see “Recent Developments – 261 Della Paolera floors sales”.
Suipacha 652/64, City of Buenos Aires
Suipacha 652/64 is a 7-story office building located in the office district of the City of Buenos Aires. As of June 30, 2023, we owned the entire building and 62 parking spaces. The building has unusually large floors, most measuring 1,580 square meters. The average footage of the building is 11,465 square meters of gross leasable area.
On July 24, 2023, the entire building was sold, for more information see “Recent Developments – Suipacha 652/664 building sale”.
Phillips Building, City of Buenos Aires
The historic Philips Building adjoins our Dot Baires shopping mall, and faces Avenida General Paz, in the City of Buenos Aires. It has 4 office floors, a total GLA of approximately 8,017 sqm, and a remaining construction capacity of approximately 20,000 sqm. During the year 2023, a Workplace will be start rented in the building, and it is expected that it will be the place where the largest headquarters of Workplace Irsa will operate with 1,800 sqm.
Leases
We usually lease our offices by using contracts with an average term between three to ten years for corporate offices. In addition, we have two spaces named “Workplace by IRSA”, which we lease as a co-working place, that are fully equipped and all inclusive by using services contracts with semi-annually and annually average term.
Contracts for the rental of office buildings and other commercial properties are generally stated in U.S. dollars. Rental rates for renewed periods are negotiated at market value.
| 84 |
| Table of Contents |
Competition
Virtually all our office’s properties and other commercial properties other than shopping malls are in developed urban areas. There are a great number of office buildings, shopping malls, retail stores and residential houses in the zones where our properties are located. It is a highly fragmented market and the abundant number of comparable properties in the vicinity may have an adverse impact on the ability to lease or sell office space and other properties and may have an adverse impact on the sale and rental price of properties.
In the future, both domestic and foreign companies are likely to participate in the real estate market in Argentina, hence competing with us when it comes to business opportunities. In addition, in the future we may participate in the development of a market for foreign real property, and we are likely to find well-established competitors.
In the premium office segment, the Company competes with other relevant market players, such as RAGHSA, who together with IRSA represent the 2 most important players.
Hotels
Hotel activity reached high levels of occupancy and sales during the fiscal year ended June 30, 2023, motivated by the boom both in domestic and international tourism. The exclusive Llao Llao resort, which the company owns in the city of Bariloche, in southern Argentina, reached optimal occupancy levels and is a great attraction for the high-income segment. Also, our Libertador and Intercontinental hotels in the City of Buenos Aires recovered strongly this year, increasing rates and occupancy.
During the fiscal year 2023, we kept our 76.34% interest in Intercontinental hotel, 100% interest in Libertador hotel and 50.00% interest in Llao Llao.
The following chart shows certain information regarding our luxury hotels:
Hotels |
| Date of Acquisition |
|
| IRSA’s Interest |
|
| Number of rooms |
|
| Occupancy (1) |
|
| Average Price per Room(2) |
|
| Fiscal Year Sales as of June 30 (in millions of ARS) |
| |||||||||||||||||||||||
|
|
|
|
| (%) |
|
|
|
|
| (%) |
|
| ARS |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| 2020 |
|
| 2019 |
| |||||||||||
Intercontinental (3) |
| 11/01/1997 |
|
|
| 76.34 |
|
|
| 313 |
|
|
| 66.4 |
|
|
| 27,772 |
|
|
| 4.118 |
|
|
| 1.723 |
|
|
| 463 |
|
|
| 3.826 |
|
|
| 5.570 |
| ||
Libertador (4) |
| 03/01/1998 |
|
|
| 100 |
|
|
| 200 |
|
|
| 57.2 |
|
|
| 19,893 |
|
|
| 1.634 |
|
|
| 637 |
|
|
| 152 |
|
|
| 1.339 |
|
|
| 3.139 |
| ||
Llao Llao (5) |
| 06/01/1997 |
|
|
| 50 |
|
|
| 205 |
|
|
| 76.7 |
|
|
| 70,608 |
|
|
| 9.212 |
|
|
| 6.910 |
|
|
| 2.641 |
|
|
| 5.568 |
|
|
| 6.971 |
| ||
Total |
|
|
|
|
|
|
|
|
|
| 718 |
|
|
| 66.8 |
|
|
| 39,936 |
|
|
| 14.964 |
|
|
| 9.270 |
|
|
| 3.256 |
|
|
| 10.733 |
|
|
| 15.680 |
| |
(1) | Accumulated average in the twelve-month period. |
(2) | Accumulated average in the twelve-month period. |
(3) | Through Nuevas Fronteras S.A. |
(4) | Through Hoteles Argentinos S.A.U. |
(5) | Through Llao Llao Resorts S.A. and IRSA – Galerías Pacífico S.A. UT (until March 31, 2023). |
Hotel Intercontinental, City of Buenos Aires
In November 1997, we acquired 76.34% of the Hotel Intercontinental. The Hotel Intercontinental is located in the downtown City of Buenos Aires neighborhood of Montserrat, near the Intercontinental Paza office building. Intercontinental Hotels Corporation, a United States corporation, currently owns 23.66% of the Hotel Intercontinental. The hotel’s meeting facilities include eight meeting rooms, a convention center and a divisible 588 sqm ballroom. Other amenities include a restaurant, a business center, a sauna and a fitness facility with a swimming pool. The hotel was completed in December 1994 and has 313 rooms.
Hotel Libertador, City of Buenos Aires
In March 1998 we acquired 100% of the Sheraton Libertador Hotel from Citicorp Equity Investment for an aggregate purchase price of USD 23 million. In March 1999, we sold a 20% interest in the Sheraton Libertador Hotel for USD 4.7 million to Hoteles Sheraton de Argentina.
| 85 |
| Table of Contents |
During the fiscal year 2019, we reacquired 20% of the shares of HASAU, reaching 100% of the capital stock of HASAU and beginning to operate the hotel directly under the name “Libertador.” The hotel is in downtown Buenos Aires. The hotel contains 193 rooms and 7 suites, eight meeting rooms, a restaurant, a business center, a spa and fitness facilities with a swimming pool.
Hotel Llao Llao, San Carlos de Bariloche, Province of Rio Negro
In June 1997 we acquired the Hotel Llao Llao from Llao Llao Holding S.A. Fifty percent is currently owned by the Sutton Group. The Hotel Llao Llao is located on the Llao Llao peninsula, 25 kilometers from the City of San Carlos de Bariloche, and it is one of the most important tourist hotels in Argentina. Surrounded by mountains and lakes, this hotel was designed and built by the famous architect Bustillo in a traditional alpine style and first opened in 1938. The hotel was renovated between 1990 and 1993 and has a total constructed surface area of 15,000 sqm and 158 original rooms. The hotel-resort also includes an 18-hole golf course, tennis courts, fitness facility, spa, game room and swimming pool. The hotel is a member of The Leading Hotels of the World, Ltd., a prestigious luxury hospitality organization representing 430 of the world’s finest hotels, resorts, and spas. The Hotel Llao Llao was managed by “IRSA- Galerías Pacífico S.A. – UT”, a Transitory Union constituted 50% by IRSA and 50% by Grupo Sutton until March 31, 2023, from that date it is operated by Llao Llao Resorts S.A. During 2007, the hotel was subject to an expansion and the number of suites in the hotel rose to 205 rooms. In 2019, began the remodeling of the Bustillo Wing in the hotel, where 42 rooms were modernized and valued, which have a differential value for having air conditioning equipment and modern plumbing.
Bariloche Plot, “El Rancho,” San Carlos de Bariloche, Province of Río Negro (land reserve)
On December 14, 2006, through our hotel operator subsidiary, Llao Llao Resorts S.A., we acquired a land covering 129,533 sqm of surface area in the City of San Carlos de Bariloche in the Province of Río Negro. The total price of the transaction was USD 7 million. The land is on the border of the Lago Gutiérrez, close to the Llao Llao Hotel in an outstanding natural environment and it has a large cottage covering 1,000 sqm of surface area designed by the architect Ezequiel Bustillo.
Sale and Development of Properties and Land Reserves
Residential Development Properties
The acquisition and development of residential apartment complexes and residential communities for sale is one of our core activities. Our development of residential apartment complexes consists of the new construction of high-rise towers or the conversion and renovation of existing structures such as factories or warehouses. In connection with our development of residential communities, we frequently acquire vacant land, develop infrastructure such as roads, utilities, and common areas, and sell plots of land for construction of single-family homes. We may also develop or sell portions of land for others to develop complementary facilities such as shopping areas within residential developments.
In the fiscal year ended June 30, 2023, revenues from the sale and development of properties amounted to ARS 4,382 million, compared to ARS 1,608 million posted in the fiscal year ended June 30, 2022.
Construction and renovation works on our residential development properties are performed, under our supervision, by independent Argentine construction companies that are selected through a bidding process. We enter into turnkey contracts with the selected company for the construction of residential development properties pursuant to which the selected company agrees to build and deliver the development for a fixed price and at a fixed date. We are generally not responsible for any additional costs based upon the turnkey contract. All other aspects of the construction, including architectural design, are performed by third parties.
Another modality for the development of residential undertakings is the exchange of land for constructed square meters. In this way, we deliver undeveloped pieces of land and another firm is in charge of building the project. In this case, we receive finished square meters for commercialization, without taking part in the construction works.
| 86 |
| Table of Contents |
The following table shows information about IRSA’s land reserves as of June 30, 2023:
|
| Ownership Interest |
|
| Date of acquisition |
| Land Surface |
|
| Buildable surface |
|
| GLA |
|
| Salable Surface |
|
| Book Value |
| ||||||
|
| (%) |
|
|
|
|
|
| (sqm) |
|
|
|
|
|
|
| (in millions of ARS) |
| ||||||||
RESIDENTIAL - BARTER AGREEMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Córdoba Shopping Adjoining plots – Residential |
|
| 100 |
|
| May-15 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,160 |
|
|
| 502 |
|
Libertador 7400 (Quantum Bellini) Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 186 |
|
|
| 145 |
|
Ancón (Luis M. Campos) Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,014 |
|
|
| 671 |
|
Av. Figueroa Alcorta 6464 Trust |
|
| 100 |
|
| Feb-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,786 |
|
|
| 1,751 |
|
Coto Abasto air space – Tower 1 - City of Buenos Aires |
|
| 100 |
|
| Sep-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,018 |
|
|
| 1,311 |
|
Coto Abasto air space – Tower 2 - City of Buenos Aires |
|
| 100 |
|
| Sep-97 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8,338 |
|
|
| 770 |
|
Zetol y Vista al Muelle – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 792 |
|
|
| 23 |
|
Caballito Ferro Plot 1 – CABA |
|
| 100 |
|
| Jan-21 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,908 |
|
|
| 2,044 |
|
Total Intangibles (Residential) |
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 19,202 |
|
|
| 7.217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LAND RESERVES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luján Plot – Buenos Aires (5) |
|
| 100 |
|
| May-08 |
|
| 1,152,106 |
|
|
| 464,000 |
|
|
| — |
|
|
| — |
|
|
| 4,210 |
|
San Martin Plot (Ex Nobleza Piccardo) – Buenos Aires (5) (8) |
|
| 50 |
|
| May-11 |
|
| 159,996 |
|
|
| 480,000 |
|
|
| — |
|
|
| — |
|
|
| 20,949 |
|
La Adela – Buenos Aires |
|
| 100 |
|
| Aug-14 |
|
| 9,868,500 |
|
|
| 3,951,227 |
|
|
| — |
|
|
| — |
|
|
| 6,660 |
|
Puerto Retiro – City of Buenos Aires (4) |
|
| 50 |
|
| May-97 |
|
| 82,051 |
|
|
| 246,153 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Ezpeleta plot (Quilmes) |
|
| 100 |
|
| Apr-22 |
|
| 465,642 |
|
|
| 521,399 |
|
|
| — |
|
|
| — |
|
|
| 7,932 |
|
Costa Urbana – City of Buenos Aires |
|
| 100 |
|
| Jul-97 |
|
| 716,180 |
|
|
| 866,806 |
|
|
| — |
|
|
| 693,445 |
|
|
| 172,562 |
|
La Plata - Greater Buenos Aires (5) |
|
| 100 |
|
| Mar-18 |
|
| 78,614 |
|
|
| 116,553 |
|
|
| — |
|
|
| — |
|
|
| 4,715 |
|
Polo Dot mixed uses expansion – CABA (7) |
|
| 80 |
|
| Nov-06 |
|
| — |
|
|
| 15,940 |
|
|
| — |
|
|
| — |
|
|
| 5,905 |
|
Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires |
|
| 100 |
|
| Jan-99 |
|
| 20,462 |
|
|
| 86,387 |
|
|
| — |
|
|
| 75,277 |
|
|
| 15,033 |
|
Subtotal Mixed-uses |
|
|
|
|
|
|
|
| 12,543,551 |
|
|
| 6,748,465 |
|
|
| — |
|
|
| 768,722 |
|
|
| 237,966 |
|
Caballito Block 35 – City of Buenos Aires (3) |
|
| 100 |
|
| Oct-98 |
|
| 9,767 |
|
|
| 57,192 |
|
|
| — |
|
|
| 31,257 |
|
|
| 2,324 |
|
Zetol – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 51,228 |
|
|
| 1,485 |
|
Vista al Muelle – Uruguay |
|
| 90 |
|
| Jun-09 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 60,360 |
|
|
| 1,736 |
|
Neuquén - Residential plot – Neuquén (2) (6) |
|
| 100 |
|
| Jul-99 |
|
| 13,000 |
|
|
| 57,000 |
|
|
| — |
|
|
| — |
|
|
| 2,261 |
|
Subtotal residential |
|
|
|
|
|
|
|
| 22,767 |
|
|
| 114,192 |
|
|
| — |
|
|
| 142,845 |
|
|
| 7,806 |
|
Beruti y Coronel Diaz Building – City of Buenos Aires |
|
| 100 |
|
| Jun-22 |
|
| 2,387 |
|
|
| 8,900 |
|
|
| 5,067 |
|
|
| — |
|
|
| 6,273 |
|
Subtotal retail |
|
|
|
|
|
|
|
| 2,387 |
|
|
| 8,900 |
|
|
| 5,067 |
|
|
| — |
|
|
| 6,273 |
|
Polo Dot – Offices 2 3 – City of Buenos Aires |
|
| 80 |
|
| Nov-06 |
|
| 12,800 |
|
|
| — |
|
|
| 38,400 |
|
|
| — |
|
|
| 10,694 |
|
Paseo Colón 245 Building – City of Buenos Aires |
|
| 100 |
|
| May-23 |
|
| 1,579 |
|
|
| 13,690 |
|
|
| 9,500 |
|
|
| — |
|
|
| 2,167 |
|
Intercontinental Plaza II – City of Buenos Aires |
|
| 100 |
|
| Feb-98 |
|
| 6,135 |
|
|
| — |
|
|
| 19,597 |
|
|
| — |
|
|
| 3,842 |
|
Córdoba Shopping adjoining plots – Córdoba (2) |
|
| 100 |
|
| May-15 |
|
| 5,365 |
|
|
| 5,000 |
|
|
| 4,823 |
|
|
| — |
|
|
| 739 |
|
Subtotal offices |
|
|
|
|
|
|
|
| 25,879 |
|
|
| 18,690 |
|
|
| 72,320 |
|
|
| — |
|
|
| 17,442 |
|
Total future developments |
|
|
|
|
|
|
|
| 12,594,584 |
|
|
| 6,890,247 |
|
|
| 77,387 |
|
|
| 911,567 |
|
|
| 269,487 |
|
Other land reserves (1) |
|
|
|
|
|
|
|
| 3,289,199 |
|
|
| — |
|
|
| 7,297 |
|
|
| 262 |
|
|
| 10,082 |
|
Total land reserves |
|
|
|
|
|
|
|
| 15,883,783 |
|
|
| 6,890,247 |
|
|
| 84,684 |
|
|
| 911,829 |
|
|
| 279,569 |
|
(1) | Includes Zelaya 3102-3103, Chanta IV, Anchorena 665, Ocampo parking spaces, DOT adjoining plot. adjoining plot Mendoza Shopping, Pilar R8 Km 53, Conil land (Plot II), Pontevedra, San Luis Land and Llao Llao Land. |
(2) | These lands are classified as Property for sale; therefore, their value is maintained at historical cost basis adjusted by inflation. The rest of the land is classified as Investment Properties, valued at market value. |
(3) | “Caballito Manzana 35” consists of 3 residential buildings of 27, 22 and 18 floors. |
(4) | This land is in judicial litigation. |
(5) | Estimated maximum buildable area according to the projects, still pending final approvals. |
(6) | Estimated buildable area according to the first draft, which to date is about 45,000 sqm according to the latest news from the Municipality. |
(7) | Applicable to the expansion of the Zetta Building. |
(8) | As a subsequent event of the fiscal year 2023, on August 31, 2023, we sold and transferred 100% of its stake in Quality Invest S.A. equivalent to 50% of the stock capital (for more information see “Recent Developments – Sale of Quality Invest S.A.”). |
| 87 |
| Table of Contents |
The following table shows information about IRSA’s expansions on its current assets as of June 30, 2023:
Expansions |
| Ownership interest |
| Surface |
| Locations |
|
|
| (%) |
| (sqm) |
|
|
|
Alto Palermo |
| 100 |
| 4,336 |
| City of Buenos Aires |
|
Paseo Alcorta |
| 100 |
| 1,337 |
| City of Buenos Aires |
|
Alto Avellaneda |
| 100 |
| 23,737 |
| Buenos Aires |
|
Alto Noa |
| 100 |
| 3,068 |
| Salta |
|
Soleil Premium Outlet |
| 100 |
| 17,718 |
| Buenos Aires |
|
Alto Comahue |
| 100 |
| 3,325 |
| Neuquén |
|
Total in Shopping Malls |
|
|
| 53,521 |
|
|
|
Patio Bullrich |
| 100 |
| 20,000 |
| City of Buenos Aires |
|
Alto Palermo |
| 100 |
| 14,199 |
| City of Buenos Aires |
|
Córdoba Shopping |
| 100 |
| 7,000 |
| Cordoba |
|
Alto Rosario |
| 100 |
| 15,000 |
| Rosario |
|
Philips Building |
| 100 |
| 19,706 |
| City of Buenos Aires |
|
Total in offices + residential |
|
|
| 75,905 |
|
|
|
Total expansions |
|
|
| 129,426 |
|
|
|
Residential Properties (available for sale)
In the residential market, we acquire undeveloped properties strategically located in densely populated areas of the City of Buenos Aires, particularly properties located near shopping malls and hypermarkets or those to be constructed. We then develop multi-building high-rise complexes targeting the middle- and high- income market. These are equipped with modern comforts and services, such as open “green areas,” swimming pools, sports and recreation facilities and 24-hour security.
Intangibles – Units to be received under barter agreements
Córdoba Shopping Adjoining Plots – Residential
On August 18, 2022, the plot 1 of 3,240 sqm was bartered with Proaco, where two residential towers is expected to be built. We expect to receive as consideration, within a period of between 36 and 44 months, functional units that represent 16% of the square meters, with a minimum of 2,160 square meters, together with garage units and, if built, also storage units. The value of the swap is USD 2 million.
Trusts: Ancón (Luis M. Campos 100 and Ancón), Figueroa Alcorta 6464 and Libertador 7400 (Quantum Bellini)
On February 9, 2021, as a result of the reorganization of Manibil S.A., we received a participation in three trusts:
| · | Ancón Trust: The original project, which consisted in an office building, was changed to a residential building, of which 1,014 sqm and 10 garages units would correspond to us. As of the date of this Annual Report, there is a legal protection in relation to this project (amparo), thus the work is suspended; |
|
|
|
| · | Figueroa Alcorta 6464 Trust: corresponds to 1,786 sqm of apartments and 11 garage units. As of June 30, 2023, the work has started; and |
|
|
|
| · | Libertador 7400 (Quantum Bellini) Trust: corresponds to 923 sqm of apartments, 5 garages units and storage units. As of June 30, 2023, units have been sold, with the remaining of 186 sqm in stock. |
| 88 |
| Table of Contents |
Coto Abasto air space – Towers 1 2 – City of Buenos Aires
The Company owns an airspace to construct approximately 23,000 square meters above the premises of the Coto hypermarket that is close to Abasto Shopping in the heart of the City of Buenos Aires. On September 24, 1997, the Company and Coto Centro Integral de Comercialización S.A. (Coto) granted a deed through which the Company acquired the rights to receive functional parking units and the rights to raise the property located between Agüero, Lavalle, Guardia Vieja and Gallo streets, in the Abasto neighborhood.
On October 25, 2019, IRSA transferred to a non-related third party the rights to develop a residential building (“Tower 1”) on Coto Supermarket airspace located in the Abasto neighborhood in the City of Buenos Aires. Tower 1 will have 22 floors of 1 to 3 rooms apartments, totaling an area of 8,400 sqm. The operation was set for the total of USD 4.5 million: USD 1 million was paid in cash and the balance in at least 35 functional units of departments, with a guaranteed minimum of 1,982 sqm.
As of June 30, 2022, the construction work of Tower 1 had been completed by more than 60% of the total project. In addition, on June 30, 2023, in compliance with the agreement into with Abasto Twins S.A. in June 2016, we signed the assignment of a parking unit and the right to build the Tower 2 of Abasto for USD 3 million. As of the date of this Annual Report, we received the sum of USD 15,250 in cash as monetary consideration, and the right to receive at least 29 functional units that are part of the future tower as non-cash consideration. This non-cash consideration represents the equivalent of 20% of the square meters of the plans approved by the Government of the City of Buenos Aires for the construction of the tower, with a guaranteed minimum of 1,639 sqm.
Zetol S.A. and Vista al Muelle S.A. – Plot 2 Carrasco Boating – District of Canelones – Uruguay
On November 23, 2022, the barter of Plot 2 was completed with a surface of 17,754 sqm of the Carrasco Boating project to Carrasco Boating Trust, which is not related to the Company. The sale price was USD 8.3 million.
Mixed uses
Luján Plot of Land – Luján, Province of Buenos Aires
This 115-hectare plot of land is located in the 62 Km of the West Highway, in the intersection with Route 5 and was originally purchased by Cresud from Birafriends S.A. for USD 3 million. In May 2012, the Company acquired the property through a purchase and sale agreement entered into between related parties, thus becoming the current owner. Our intention is to carry out a mixed-use project, taking advantage of the environment consolidation and the strategic location of the plot. At present, dealings are being carried out so as to change the zoning parameters, thus enabling the consummation of the project.
San Martin Plot (Ex Nobleza Piccardo Plant) – San Martín, Province of Buenos Aires
This plot of land is owned by Quality Invest. On May 31, 2011, Quality Invest S.A. and Nobleza Piccardo S.A.I.C. y F. (Nobleza) executed the title deed for the purchase of a plot of land extending over 159,996 square meters located in the District of San Martín, Province of Buenos Aires, currently intended for industrial purposes and suitable in terms of characteristics and scales for mixed-use developments.
The Master Plan, by which it is projected to develop a large-scale integral urbanization (residential, commercial, etc.), which includes the construction of approximately 480,000 sqm, was endorsed by the Municipality of San Martin through Decree 1589/19 and registered before the General Directorate of Urbanism and Directorate of Urban Planning of the Municipality. Likewise, the subdivision plan in accordance with the urban indicators was presented to the Directorate of Cadastre of the Province of Buenos Aires.
| 89 |
| Table of Contents |
Additionally, during the fiscal year 2022, Quality Invest S.A. and the Municipality of San Martín signed the following documents:
| · | Peretz Club Agreement Closing Minutes: The Company paid the certificates owed for the work in question already completed, releasing both parties from any claim regarding the documents signed on January 20, 2015. The amount owed was ARS 18.9 million and the execution of the works are described, detailed and carried out. |
|
|
|
| · | Complementary Agreement with the Municipality of San Martin: The ending of the Rodriguez Peña work and the relocation and start-up of the Edenor substation are agreed, in accordance with the plan and specifications drawn up by the Company and that are part of the annexes of the same. In return, the certifications owed will be paid as follows: The total is ARS 26.1 million: ARS 15.0 million have already been paid; and the remaining amount (without any adjustment clause) will be paid at the time of provisional reception of the work, where will sign the Certificate of Delivery. |
As a subsequent event of the fiscal year 2023, on August 31, 2023, IRSA has sold and transferred 100% of its stake in Quality Invest S.A. equivalent to 50% of the stock capital (for more information see “Recent Developments – Sale of Quality Invest S.A.”).
La Adela – Buenos Aires
During 2015 the company acquired the “La Adela” land reserve with an area of approximately 987 hectares, located in the District of Luján, Province of Buenos Aires, that was previously owned by Cresud. Given its degree of development and closeness to the City of Buenos Aires, we intend to develop a new real estate project.
Puerto Retiro – City of Buenos Aires
At present, Puerto Retiro S.A. has an 8.2 hectare plot of land, which is affected by a zoning regulation defined as U.P. which prevents the property from being used for any purposes other than strictly port activities.
Puerto Retiro S.A. was involved in a bankruptcy extension judicial action initiated by the Argentine government, to which the Board of Directors is totally unrelated. Management and the Company’s legal advisors consider that there are sufficient legal technical arguments to consider that the request for the extension of bankruptcy will be rejected by the court. However, given the current state of the case, the resolution is uncertain.
In turn, Tandanor filed a civil action against Puerto Retiro S.A. and the other defendants in the criminal case for violation of Section 174 (5) based on Section 173 (7) of the Criminal Code. Such action seeks -on the basis of the nullity of the decree that approved the bidding process involving the Dársena Norte property- the restitution of the property and a reimbursement in favor of Tandanor for all such amounts it has allegedly lost as a result of a suspected fraudulent transaction involving the sale of the property. Puerto Retiro has presented the allegation on the merit of the evidence, highlighting that the current shareholders of Puerto Retiro did not participate in any of the suspected acts in the criminal case since they acquired the shares for consideration and in good faith several years after the facts told in the process. Likewise, it was emphasized that the company Puerto Retiro is foreign - beyond its founders - to the bidding / privatization carried out for the sale of Tandanor shares.
On September 7, 2018, the Oral Federal Criminal Court No. 5 released the operative part of the Sentence, from which it follows that the prescription exception filed by Puerto Retiro was allowed. However, in the criminal case, where Puerto Retiro is not a party, it was ordered, among other issues, the confiscation (decomiso) of the property owned by Puerto Retiro known as Planta I. The reasons for the Court’s sentence were read on November 11, 2018. From that moment, all the parties might file the appeals. Faced with this fact, an extraordinary appeal was filed, which was rejected, and as a result, a complaint was filed for a rejected appeal, which was granted. Consequently, the appeal is under study in the Supreme Court of Justice of the Nation.
In the framework of the criminal case, the complainant denounced the non-compliance by Puerto Retiro S.A. of the precautionary measure decreed in the criminal court consisting of the prohibition to innovate and contract with respect to the property that is the object of the civil action. As a result of this complaint, the Oral Federal Criminal Court No. 5 filed an incident and ordered and executed the closure of the property where the lease contracts with Los Cipreses S.A. and Flight Express S.A. were being fulfilled, in order to enforce compliance with the aforementioned measure. As a result of this circumstance, it was learned that the proceedings were turned to the Criminal Chamber for the assignment of a court to investigate the possible commission of a disobedience crime. As of the date of issuance of this Annual Report, there has been no news regarding the progress of this case.
| 90 |
| Table of Contents |
In the face of the evolution of the legal cases affecting it and based on the reports of its legal advisors, the Management of Puerto Retiro has decided to record, during the fiscal year 2019, an impairment equivalent to 100% of the book value of its investment property, without prejudice to the reversal of the same in the event that a favorable judgment is obtained in the actions brought.
Ezpeleta Plot – Quilmes, Buenos Aires
Acquired in April 2022 as part of the payment for the sale of the Republica Building. The property is made up of four plots and has a frontage of 851 meters on the Bs As - La Plata Highway, on the side of the urbanized area the property has a frontage of 695 meters on Río Gualeguay Street between Tupungato and La Guarda streets. It has a total area of 465,642 sqm, with a usable area of 242,151 sqm and a buildable area of 521,399 sqm.
Costa Urbana – formerly Solares de Santa María – Costanera Sur, City of Buenos Aires
On December 21, 2021, the law from Buenos Aires City congress approving a New Zoning Regulations for the development of the property, was passed, and published. The Plot of approximately 70 hectares, owned by the Company since 1997, previously known as “Solares de Santa María”, is in the riverfront of the Río de la Plata, in the South Coast of the Autonomous City of Buenos Aires, southeast of Puerto Madero. The published law grants a New Zoning Area, designated: “U73 - Public Park and Costa Urbana Urbanization”, which enables a mixed-use development, combining, residential, office buildings, retail, services, public spaces, education, and entertainment.
IRSA will have a construction capacity of approximately 866,806 sqm, which will drive growth for the coming years through the development of mixed-use projects.
IRSA promised to give to the City of Buenos Aires 50.8 hectares designated for public use, which represent approximately 71% of the total area of the property and contribute with three additional lots of the property, two for the Sustainable Urban Development Fund and one for the Innovation Trust, Science and Technology of the Government of the Autonomous City of Buenos Aires, in addition to the sum of USD 2,6 million in cash and the amount of 3,000,000 sovereign bonds (AL35) which was also contributed.
In March 2023, measurement was approved with a proposal for subdivision, division, transfer of streets and public space and we are in the process of deeding the 3 parcels and the sector of the Public Park that is transferred for consideration.
Likewise, the Company will oversee putting in place the infrastructure and road works on the property serving the new city blocks generated and will carry out the public space works contributing up to USD 40 million, together with the maintenance of the public spaces assigned for 10 years or until the sum of USD 10 million is completed.
On October 29, 2021, a notification was received in relation to a collective legal protection action, requesting the convening of a public hearing prescribed by art. 63 of the Constitution of the City of Buenos Aires and the suspension of the processing of Bill 1831 - J 2021 (Trial Court of Administrative and Tax Law No. 10, Sec. 19 – Cause “Civil Association Observatory of the Right to City and others against GCBA and others on Protection Action (Amparo) – Others” - EXP J-01-00166469-3/2021-0). The Company proceeded to answer the lawsuit on November 12, 2021, requesting its rejection and on March 10, 2022, the court issued a ruling partially upholding the (amparo) legal protection. On March 15, 2022, IRSA as well as the Government of the City of Buenos Aires -codefendant in the case- appealed the ruling. On March 6, 2023 the Room IV of the “Contentious-Administrative, Tax and Consumer Relations” Chamber (Room IV) resolved to revoke the judgment of first instance, and consequently reject the claim. Given that said judgment was not appealed, the case has concluded and as of the date of this Annual Report, the Company has not any judicial process in progress related to the Costa Urbana project.
| 91 |
| Table of Contents |
“Costa Urbana” will change the landscape of the City of Buenos Aires, bringing life to an undeveloped area and will be an exceptional project due to its size, location and connectivity, providing the City the possibility of expanding and recovering its access to the Río de la Plata coast with walkable areas, recreation, green spaces, public parks and mixed-use.
La Plata Plot of land
On March 22, 2018, we acquired 100% of a plot of land of 78,614 sqm of surface in the town of La Plata, province of Buenos Aires. The transaction was consummated through the purchase of 100% of the shares of Entertainment Center La Plata S.A. that owns 61.85% of the property and the direct purchase of the remaining 38.15% from unrelated third parties.
The price of the acquisition was USD 7.5 million which has been fully paid. The company intends to use the property to develop a mixed-use project, given the property’s characteristics for a commercial development in a district with high potential.
On January 21, 2019, Ordinance No. 11,767 approved by the “Honorable Consejo Deliberante de La Plata” on December 26, 2018, was enacted. With this enactment, the uses and indicators requested to develop a project of 116,553 square meters were formally confirmed.
As of June 30, 2023, the mixed-use project is advanced.
Polo Dot mix uses expansion – City of Buenos Aires
On the plot where the Zetta Building is located, we have a surplus buildable surface of 15,940 sqm, where alternatives are being analyzed to develop a mixed-use project.
Caballito Ferro Plots 2, 3 and 4 – City of Buenos Aires
Caballito is a property of approximately 20,462 sqm in the City of Buenos Aires, neighborhood of Caballito, one of the most densely populated of the city, which the Company purchased in November 1997. This plot will be used for the development of residential with retail and public spaces, with more than 85,000 sqm. This Project is approved by the GCBA authorities.
On December 23, 2019, the Company transferred Parcel 1 of the land reserve located at Av. Avellaneda and Olegario Andrade 367 in the Caballito neighborhood of the City of Buenos Aires to an unrelated third party.
As of June 30, 2023, the development is awaiting the resolution of an appeal filed with the Government of the City of Buenos Aires.
Residential
Caballito Block 35 – City of Buenos Aires
On June 29, 2011, we and GCDI, a residential developer, entered into an agreement to barter for the development of a plot of land located at Méndez de Andes street in the neighborhood of Caballito in the City of Buenos Aires. A neighborhood association named Asociación Civil y Vecinal SOS Caballito secured a preliminary injunction which suspended the works to be carried out by GCDI in the above mentioned property. In April 2018 GCDI and us terminated the barter agreement and we recovered the land. In July 2018, the Supreme Court of Justice issued a favorable final decision allowing the construction of 57,192 sqm of apartments on the plot.
As of June 30, 2023, the work for the concrete structure of Tower 3 was completed.
| 92 |
| Table of Contents |
Zetol S.A. and Vista al Muelle S.A. – District of Canelones – Uruguay
In the course of fiscal year 2009 we acquired a 100% ownership interest in Liveck S.A., a company organized under the laws of Uruguay. In June 2009, Liveck had acquired a 90% stake in the capital stock of Vista al Muelle S.A. and Zetol S.A., for USD 7.8 million. The remaining 10% ownership interest in both companies is in the hands of Banzey S.A. These companies have undeveloped lands in Canelones, Uruguay, close to the capital city of Uruguay, Montevideo.
We intend to develop in these 13 plots, with a construction capacity of 182,000 sqm, an urban project that consists of the development and commercialization of 1,860 apartments. Such a project has the “urban feasibility” status for the construction of approximately 180,000 sqm for a term of 10 years, which was granted by the Mayor’s Office of the Canelones department and by its Local Legislature. Zetol S.A. and Vista al Muelle S.A. agreed to carry out the infrastructure works for USD 8 million as well as a minimum amount of square meters of properties. The satisfaction of this commitment under the terms and conditions agreed upon will grant an additional 10-year effective term to the urban feasibility status.
The total purchase price for Zetol S.A. was USD 7 million; of which USD 2 million were paid. Sellers may opt to receive the balance in cash or through the delivery of units in the buildings to be constructed in the land owned by Zetol S.A. equivalent to 12% of the total marketable meters to be constructed.
Besides, Vista al Muelle S.A. owned since September 2008 a plot of land purchased for USD 0.83 million. Then, in February 2010, plots of land were acquired for USD 1 million. In December 2010, Vista al Muelle S.A. executed the title deed of other plots for a total amount of USD 2.66 million, of which USD 0.3 million were paid. The balance will be repaid by delivering 2,334 sqm of units and/or retail stores to be constructed or in cash.
As a result of the plot barter agreements executed in due time between the IMC, Zetol S.A. and Vista al Muelle S.A. in March 2014, the parcel redistribution dealing was concluded. This milestone, as set forth in the amendment to the Master Agreement executed in 2013, initiates the 10-year term for the investment in infrastructure and construction of the buildings mentioned above. Construction capacity of the 13 plots is 180,000 sqm.
On November 15, 2018, the translation deed of sale of the first plot where the first Tower of Departments, Villas and single and double parking spaces is currently being built has been signed, the total exchange price was USD 7.3 million equivalent to 16% of all of the marketable built meters in the first Tower. 12% of it has been used to cancel part of the price balance maintained to date with the sellers of the plots acquired by Zetol S.A in June 2009.
As of June 30, 2023, 4 of the 6 units received for the consideration of Tower 1 were sold, built on plot 2, and the infrastructure work concerning sectors A and B of the property has been completed. Including, among others, the road coastal, roundabouts, lights, landfills and stormwater and sewage connections for USD 3.2 million. Likewise, the barter of Plot 2 was signed with the same developer of Plot 1 and the works started at the end of 2022 (see “–Intangibles – Units to be received under barter agreements –Zetol S.A. and Vista al Muelle S.A. – Plot 2 Carrasco Boating – District of Canelones – Uruguay”).
Neuquén Residential Plot– Neuquén, Province of Neuquén
Through Shopping Neuquén S.A., IRSA owns a plot of 13,000 square meters with an estimated construction capacity of 57,000 square meters of residential properties in an area with significant growth potential. This area is located close to the shopping mall Alto Comahue and the hypermarket currently in operation.
Retail
Coronel Diaz and Beruti Building – City of Buenos Aires
In February 2022, the Company purchased by means of public auction from the GCBA, a property located at the corner of the intersections of Beruti Street and Coronel Díaz Avenue. Such property is located in front of Alto Palermo Shopping, a shopping center owned by the Company, located in the neighborhood of Palermo, one of the main commercial corridors of the City of Buenos Aires.
| 93 |
| Table of Contents |
The property has an area of approximately 2,387 sqm, consisting of a first floor, six upper levels and a basement area. Furthermore, it has a total covered area of approximately 8,137 sqm with future expansion potential.
The purchase price was ARS 2,158.6 million, which was paid in full by the Company.
As of the date of this Annual Report, the transfer deed of ownership was signed. Simultaneously with the deed, the Company is required to sign a bailment agreement with the GCBA, with the latter holding the property free of charge for a period of up to 30 months, in accordance with the conditions agreed upon in the auction.
Offices
Polo Dot offices 2 and 3 – City of Buenos Aires
These two parcels of 6,400 square meters with a construction capacity of 38,400 square meters each, are located adjoining to where the extension of Dot Baires Shopping is planned. As a result of important developments, the intersection of Av. General Paz and Panamericana have experienced great growth in recent years. In April 2018, both plots were unified into a single one of 12,800 square meters.
Paseo Colón 245 Building and Paseo Colón 275 Parking spaces – City of Buenos Aires
On December 28, 2022, the Company was awarded two Public Auctions (2901 and 2902) carried out by the GCBA, for a property located at Paseo Colón 245 and 12 parking spaces at Paseo Colón 275. The property, with mixed-use potential, has 13 office floors in a covered area of approximately 13,690 sqm and a basement with parking spaces. The purchase price was ARS 1,434.8 million, which was fully paid.
On May 29, 2023, the deed was signed and simultaneously was signed a bailment agreement contract with the GCBA, that will hold the property free of charge for a period of 18 months (with the option to extend it for 6 additional months under rental agreement), in accordance with the conditions agreed upon in the auction.
Intercontinental Plaza II Plot - City of Buenos Aires
In the heart of the neighborhood of Monserrat, just a few meters from the most trafficked avenue in the city and the financial center, is the Intercontinental Plaza complex consisting of an office tower and the exclusive Intercontinental Hotel. In the current plot of 6,135 square meters a second office tower of 19,597 square meters and 25 stories could be built to supplement the tower currently located in the intersection of Moreno and Tacuarí streets.
Córdoba Shopping Adjoining Plots – Residential
On the parking lot of the Córdoba Shopping mall, we have land on which we can build an office tower of up to 4,823 sqm, in accordance with Ordinance 12,860 of the Municipality of Córdoba.
Other Land Reserves
Conil – Avellaneda, Province of Buenos Aire
These plots of land we own, through IRSA, face the Alto Avellaneda shopping mall, totaling 2,398 square meters distributed in two opposite corners and, according to urban planning standards, around 6,000 square meters may be built. Its intended use, either through our own development or sale to a third party, is residential with the possibility of a retail space as well. In November 2014, a barter deed was executed to carry out a residential development, in consideration of which IRSA will receive 1,389 square meters of retail stores located on the ground floors of blocks 99 and 95 at Güemes 836 and Güemes 902, respectively. The barter was valued at USD 0.7 million. Considerations for block 95 and 99 were stipulated to be delivered in January 2018 and September 2018, respectively. In June 2018 an extension to the barter agreement was signed. In consideration for the delay and as compensation, IRSA will receive an additional apartment (55.5 square meters) and one parking lot (14 square meters). On June 27, 2023, the closing of the barter was signed, which corresponds to the delivery of 2 retail spaces with 1,389 sqm, 2 apartments and 4 parking spaces, considered inventories and the reincorporation of Plot B as land reserve.
| 94 |
| Table of Contents |
Other Land Reserves – Pilar, Pontevedra, San Luis Plot and Llao Llao Plot.
We grouped here those plots of land with a significant surface area the development of which is not feasible in the short term either due to their current urban and zoning parameters, their legal status or the lack of consolidation of their immediate environment. This group totals around 3.3 million square meters.
Others
La Rural (convention centers and fairs activities) and La Arena
In relation to the investment in La Rural S.A., its main activity includes the organization of congresses, fairs, exhibitions and events and is carried out by LRSA, both at the Palermo Fairgrounds and at the “Centro de Exposiciones y Convenciones de la Ciudad Autónoma de Buenos Aires” through a Transitory Union of Companies that obtained, by public tender, the concession of this property for a period of 15 years and the “Punta del Este Convention and Exhibition Center”. IRSA has an indirect participation of 35%.
Ogden Argentina S.A., indirectly controlled by IRSA by 70%, owns an 82.85% stake in “La Arena S.A.”, a company that developed and operates the stadium previously known as “DirecTV Arena”, located in the kilometer 35.5 of the Pilar branch, Tortuguitas, in the province of Buenos Aires.
During the fiscal year 2023, the entertainment and social events industry recovered the activity to levels existing prior to the Covid-19 pandemic, receiving numerous visitors and strengthening relationships with its long-standing stakeholders. The fair calendar recovered its maximum activity and, as a result, each fair, event, congress, business meeting had satisfactory results.
We believe that this trends positions the segment very favorably for fiscal year 2024, in which it is expected to have a high level of trade fair activity, social and corporate events, as well as conventions, with the expectation of the return of international congresses, thus achieving the recovery of the business tourism sector.
GCDI S.A. (formerly TGLT S.A.) (real estate)
GCDI S.A. is a construction company listed on the ByMA which is mainly engaged in the construction of third-party projects and residential development projects in Argentina and Uruguay. As of June 30, 2023, IRSA holds a 27.82% interest.
We are appa S.A. (formerly Pareto S.A.)
On October 8, 2018, the company We are appa S.A. was incorporated, with the social purpose of design, programming and development of software, mobile and web applications. As of June 30, 2023, We are appa S.A. had 53 employees and IRSA’s share of “We are appa” reached 98.67%.
“We are appa’s” mission is to minimize the friction of physical shopping by applying data science and artificial intelligence, connecting buyers and sellers in a unique experience.
Through its application, ¡appa!, “We are appa” provides shopping malls and tenants a 100% digital customer loyalty system that promotes benefits and discounts by facilitating the consumer experience.
During the year, users of ¡appa! carried out more than 700,000 transactions on the platform, including consumption in shopping malls, use of parking spaces, and redemption of corporate benefits. Of these, approximately 636,000 visitor transactions were identified in IRSA shopping malls, corresponding to consumption of more than ARS 3,100 million by 204,000 users. This information allows the teams of the shopping malls to manage their communications and actions in a more efficient and segmented way that results in greater loyalty and attractiveness of the shopping malls’ proposal towards its visitors.
| 95 |
| Table of Contents |
Avenida Inc.
As of June 30, 2023, IRSA indirectly owned 4.1% of Avenida Inc., a company dedicated to the e-commerce business.
Compara en casa
Compara en casa is a digital insurance broker that compares the policies of the main insurers in one place. They operate in Argentina, Brazil, Mexico, Paraguay and Uruguay.
As of June 30, 2023, the company indirectly owned 14.87% of Comparaencasa S.A.
Turismo City
The company owns indirectly 9,22% of Rundel Global Ltd., commercially known as Turismo City, which is a company that holds interest in different business related with tourism and travel assistance in Argentina, Brazil and Chile.
Banco Hipotecario
As of June 30, 2023, we held a 29.91% of the equity of in Banco Hipotecario. Established in 1886 by the Argentine government and privatized in 1999, Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services. All its operations are located in Argentina where it operates a nationwide network of 62 branches in the 23 Argentine provinces and the City of Buenos Aires.
Banco Hipotecario is an inclusive commercial bank that provides universal banking services, offering a wide variety of banking products and activities, including a wide range of individual and corporate loans, deposits, credit and debit cards and related financial services to individuals, small-and medium-sized companies, and large corporations. As of April 2023, Banco Hipotecario ranked sixteenth in the Argentine financial system in terms of total assets and eighteenth in terms of loans. As of June 30, 2023, Banco Hipotecario’s shareholders’ equity was ARS 85,202.4 million, its consolidated assets were ARS 672,049.9 million, and its net income for the six-month period ended June 30, 2023, was ARS 8,670 million. Since 1999, Banco Hipotecario’s shares have been listed on the BASE in Argentina, and since 2006 it has had a Level I ADR program.
Banco Hipotecario’s business strategy is to continue diversifying its loan portfolio. The Bank’s non-mortgage loans to the non-financial private sector, in nominal terms, were ARS 36,851 million as of December 31, 2019, ARS 40,522.8 million as of December 31, 2020, ARS 48,760.9 million as of December 31, 2021, ARS 61,353.5 million as of December 31, 2022, and ARS 76,970.5 million as of June 30, 2023.
Also, Banco Hipotecario has diversified its funding sources by developing its presence in the local and international capital markets, as well as increasing its deposit base. As of June 30, 2023, its capital markets debt representing 3.2% of its total funding.
Banco Hipotecario’s subsidiaries include BACS Banco de Crédito y Securitización S.A., a bank specialized in investment banking, asset securitization and asset management, from which Banco Hipotecario owns directly 62.3% and IRSA owns directly 37.7%; BHN Vida S.A., a life insurance company; and BHN Seguros Generales S.A., a property insurance company.
Legal Framework
Regulation and Argentine government Supervision
The laws and regulations governing the acquisition and transfer of real estate, as well as municipal zoning ordinances, apply to the development and operation of our properties. Currently, Argentine law does not specifically regulate shopping mall leases. Since our shopping mall leases generally differ from ordinary commercial leases, we have developed contractual provisions which govern the commercial relationship with our shopping mall tenants.
| 96 |
| Table of Contents |
Leases
Argentine law imposes certain restrictions on property owners, including a minimum lease term of three years for all purposes, except in particular cases such as embassy, consulate or international organization venues, room with furniture for touristic purposes for less than three months, custody and bailment of goods, exhibition or offering of goods in fairs or in cases where due to the circumstances, the subject matter of the lease agreement is the fulfillment of a purpose specified in the agreement and which requires a shorter term. For more information see “Item 3. Key Information—D. Risk Factors – Risk Relating to Argentina - Certain measures that may be taken by the Argentine Government, or changes in policies, laws and regulations, may adversely affect the Argentine economy and, as a result, our business, financial condition and results of operations.”
Lease term limits
Under the Argentine Civil and Commercial Code lease terms may not exceed fifty years, irrespective of the intended use of the property (residential use maximum term is twenty years). Generally, terms in our lease agreements go from 3 to 10 years.
Rescission rights
The Argentine Civil and Commercial Code provides that tenants of properties for non-residential purposes may declare the early termination of lease agreements with other destiny than home destiny after the first six months of the effective date. Such termination is subject to penalties which range from one to one and a half months of rent. If the tenant terminates the agreement during the first year of the lease the penalty is one and a half month’s rent and if the termination occurs after the first year of lease the penalty is one month’s rent.
Other
Most of our leases provide that the tenants pay all costs and taxes related to the property in proportion to their respective leasable areas. Notwithstanding the foregoing, in accordance with the latest amendment to Article 1209 of the Argentine Civil and Commercial Code, the tenant is not responsible for the payment of charges and contributions levied on the property or extraordinary common expenses. In the event of a significant increase in the amount of such costs and taxes, the Argentine government may respond to political pressure to intervene by regulating this practice, thereby adversely affecting our rental income. Although the Argentine Code of Civil and Commercial Procedure allows the landlord, in the event of non-payment of rents, to proceed to collect the rents through an “executory proceeding”, there is a large amount of jurisprudence that holds that shopping center lease agreements do not fulfill the requirements of the law in force to be collected through the executory proceeding. In those cases, in which executory proceedings are granted, debtors have fewer defenses available to prevent foreclosure, making these proceedings substantially shorter than ordinary ones. In executory proceedings the origin of the debt is not under discussion; the trial focuses on the formalities of the debt instrument itself. The Code also permits special eviction proceedings, which are carried out in the same way as ordinary proceedings. The Argentine Civil and Commercial Code requires that a notice be given to the tenant demanding payment of the amounts due in the event of breach prior to eviction, of no less than ten days for leases for residential purposes and establishes no limitation or minimum notice for leases for other purposes. However, historically, large court dockets and numerous procedural hurdles have resulted in significant delays to eviction proceedings, which generally last from six months to two years from the date of filing of the suit to the time of actual eviction.
| 97 |
| Table of Contents |
Development and use of the land
Buenos Aires Urban Planning Code. Our real estate activities are subject to several municipal zoning, building, occupation, and environmental regulations. In the City of Buenos Aires, where the vast majority of our real estate properties are located, we are subject to the following regulations:
Buenos Aires Urban Planning Code
The Buenos Aires Urban Planning Code (Código de Planeamiento Urbano de la Ciudad de Buenos Aires) generally restricts the density and use of property and regulates physical features of improvements to property, such as height, design, set back and overhang, consistent with the city’s urban planning policy. The administrative agency in charge of the Urban Planning Code is the Secretary of Urban Planning of the City of Buenos Aires (Secretaría de Planeamiento Urbano) is responsible for implementing and enforcing the Buenos Aires Urban Planning Code.
Buenos Aires Building Code.
The Buenos Aires Building Code (Código de Edificación de la Ciudad de Buenos Aires) complements the Buenos Aires Urban Planning Code and regulates the structural use and development of property in the City of Buenos Aires. The Buenos Aires Building Code requires builders and developers to file applications for building permits, including the submission to the Secretary of Work and Public Services (Secretaría de Obras y Servicios Públicos) of architectural plans for review, to assure compliance therewith.
We believe that all of our real estate properties are in material compliance with all relevant laws, ordinances and regulations.
Sales and ownership
Buildings Law. Buildings Law No. 19,724 (Ley de Pre horizontalidad) was repealed by the new Argentine Civil and Commercial Code which became effective on August 1, 2015. The new regulations provide that for purposes of execution of agreements with respect to build units or units to be built under the building’s regime, the owner is required to purchase insurance in favor of prospective purchasers against the risk of frustration of the operation pursuant to the agreement for any reason. A breach of this obligation prevents the owner from exercising any right against the purchaser–such as demanding payment of any outstanding installments due – unless he/she fully complies with their obligations but does not prevent the purchaser from exercising its rights against the seller.
Protection for the Disabled Law. The Protection for the Disabled Law No. 22,431, enacted on March 20, 1981, as amended, provides that in connection with the construction and renovation of buildings, obstructions to access must be eliminated in order to enable access by handicapped individuals. In the construction of public buildings, entrances, transit pathways and adequate facilities for mobility impaired individuals must be provided for.
Buildings constructed before the enforcement of the Protection for the Disabled Law must be adapted to provide accesses, transit pathways and adequate facilities for mobility-impaired individuals.
Those pre-existing buildings, which due to their architectural design may not be adapted to the use by mobility-impaired individuals, are exempted from the fulfillment of these requirements.
The Protection for the Disabled Law provides that residential buildings must ensure access by mobility impaired individuals to elevators and aisles. Architectural requirements refer to pathways, stairs, ramps and parking.
Real Estate Installment Sales Law. The Real Estate Installment Sales Law No. 14,005, as amended by Law No. 23,266 and Decree No. 2015/85, imposes a series of requirements on contracts for the sale of subdivided real estate property regarding, for example, the sale price which is paid in installments and the deed, which is not conveyed until final payment of such price. The provisions of this law require, among other things:
| 98 |
| Table of Contents |
The registration of the intention to sell the property in subdivided plots with the Real Estate Registry corresponding to the jurisdiction of the property. Registration will only be possible with regard to unencumbered property. Mortgaged property may only be registered where creditors agree to divide the debt in accordance with the subdivided plots. However, creditors may be judicially compelled to agree to the division.
The preliminary registration with the Real Estate Registry of the purchase instrument within 30 days of execution of the agreements.
Once the property is registered, the installment sale may not occur in a manner inconsistent with the Real Estate Installment Sales Act, unless the seller registers its decision to desist from the sale in installments with the Real Estate Registry. In the event of a dispute over the title between the purchaser and third-party creditors of the seller, the installment purchaser who has duly registered the purchase instrument with the Real Estate Registry will obtain the deed to the plot. Further, the purchaser can demand conveyance of title after at least 25% of the purchase price has been paid, although the seller may demand a mortgage to secure payment of the balance of the purchase price.
After payment of 25% of the purchase price or the construction of improvements on the property equal to at least 50% of the property value, the Real Estate Installment Sales Act prohibits the rescission of the sales contract for failure by the purchaser to pay the balance of the purchase price. However, in such an event the seller may take action under any mortgage on the property.
Plan for the Transformation and Reconversion of the City of Buenos Aires Downtown.
In December 2021, the law for the transformation of the downtown area of the City of Buenos Aires was passed in order to convert that area into a residential, intelligent and sustainable urban area, through the promotion of the development of economic activities strategic activities, granting tax benefits to those who make investments aimed at the development of said area (such as the exemption of income derived from the development of strategic activities that will be exempt from gross income until December 2023). Additionally, it is expected that the Banco de la Ciudad will grant lines of credit aimed at promoting the realization of reconversion projects of real estate located within the downtown area (for example, incentives for the acquisition of housing and/or rental, “Move to the Microcentro” program), as well as for the acquisition of equipment related to the strategic activities to be developed in said area. Reconversion projects may be submitted until January 31, 2024.
Other regulations
Consumer Relationship. Consumer or End User Protection. The Argentine Constitution expressly established in Article 42 that consumers and users of goods and services have a right to protection of health, safety and economic interests in a consumer relationship. Consumer Protection Law No. 24,240, as amended, regulates several issues concerning the protection of consumers and end users in a consumer relationship, in the arrangement and execution of contracts.
The Consumer Protection Law, and the applicable sections of the Argentine Civil and Commercial Code are intended to regulate the constitutional right conferred under the Constitution on the weakest party of the consumer relationship and prevent potential abuses deriving from the stronger bargaining position of vendors of goods and services in a mass-market economy where standard form contracts are widespread.
As a result, the Consumer Protection Law and the Argentine Civil and Commercial Code deem void and unenforceable certain contractual provisions included in consumer contracts entered into with consumers or end users, including those which:
| · | deprive obligations of their nature or limit liability for damages. |
|
|
|
| · | imply a waiver or restriction of consumer rights and an extension of seller rights; and |
|
|
|
| · | impose the shifting of the burden of proof against consumers. |
| 99 |
| Table of Contents |
In addition, the Consumer Protection Law imposes penalties ranging from warnings to fines from 0.5 to 2,100 “canastas básicas total para el hogar 3” published by the INDEC, the seizure of merchandise, closing down of establishments for a term of up to 30 days, suspension of up to 5 years in the State suppliers register, the forfeiture of concession rights, privileges, tax regimes or special credits to which the sanctioned party was entitled. These penalties may be imposed separately or jointly. For reference, the current value of each “canasta básicas total para el hogar 3” is ARS 229,199.46, according to the INDEC.
The Consumer Protection Law and the Argentine Civil and Commercial Code define consumers or end users as the individuals or legal entities that acquire or use goods or services free of charge or for a price for their own final use or benefit or that of their family or social group. In addition, both laws provide that those who though not being parties to a consumer relationship as a result thereof acquire or use goods or services, for consideration or for non-consideration, for their own final use or that of their family or social group are entitled to such protection rights in a manner comparable to those engaged in a consumer relationship.
In addition, the Consumer Protection Law defines the suppliers of goods and services as the individuals or legal entities, either public or private that in a professional way, even occasionally, produce, import, distribute or commercialize goods or supply services to consumers or users.
The Argentine Civil and Commercial Code defines a consumer agreement as such agreement that is entered into between a consumer or end user and an individual or legal entity that acts professionally or occasionally either with a private or public company that manufactures goods or provides services, for the purpose of acquisition, use or enjoyment of goods or services by consumers or users for private, family or social use.
It is important to point out that the protection under the laws afforded to consumers and end users encompasses the entire consumer relationship process (from the offering of the product or service) and it is not only based on a contract, including the consequences thereof.
In addition, the Consumer Protection Law establishes a joint and several liability system under which for any damages caused to consumers, if resulting from a defect or risk inherent in the thing or the provision of a service, the producer, manufacturer, importer, distributor, supplier, seller and anyone who has placed its trademark on the thing or service shall be liable.
The Consumer Protection Law excludes the services supplied by professionals that require a college degree and registration in officially recognized professional organizations or by a governmental authority. However, this law regulates the advertisements that promote the services of such professionals.
The Consumer Protection Law determines that the information contained in the offer addressed to undetermined prospective consumers, binds the offeror during the period in which the offer takes place and until its public revocation. Further, it determines that specifications included in advertisements, announcements, prospectuses, circulars or other media bind the offeror and are considered part of the contract entered into by the consumer.
Pursuant to Resolution No. 104/05 issued by the Secretariat of Technical Coordination reporting to the Argentine Ministry of Economy, Consumer Protection Law adopted Resolution No. 21/2004 issued by the MERCOSUR which requires that those who engage in commerce over the Internet (E-Business) shall disclose in a precise and clear manner the characteristics of the products and/or services offered and the sale terms. Failure to comply with the terms of the offer is deemed an unjustified denial to sell and gives rise to sanctions.
On September 17, 2014, a new Consumer Protection Law was enacted by the Argentine Congress –Law No. 26,993. This law, known as “System for Conflict Resolution in Consumer Relationships,” provided for the creation of new administrative and judicial procedures for this field of Law. It created a two-instance administrative system: (i) the Preliminary Conciliation Service for Consumer Relationships (Servicio de Conciliación Previa en las Relaciones de Consumo, COPREC); and (ii) the Consumer Relationship Audit, and a number of courts assigned to resolution of conflicts between consumers and producers of goods and services (Fuero Judicial Nacional de Consumo). In order to file a claim, the amount so claimed should not exceed a fixed amount equivalent to 55 adjustable minimum living wages, which are determined by the Argentine Ministry of Labor, Employment and Social Security. The claim is required to be filed with the administrative agency. If an agreement is not reached between the parties, the claimant may file the claim in court. The administrative system known as COPREC is currently in full force and effect. However, the court system (fuero judicial nacional de consumo) was transferred to the scope of the City of Buenos Aires. creating the Jurisdiction in Contentious Administrative, Tax and Consumer Relations of the City of Buenos Aires, enacting Law 6407 by which was statutory the New Code of Procedure for Justice in the Consumer Relations of the City of Buenos Aires, which is currently in force, attributing jurisdiction for all consumer disputes that arise in the City of Buenos Aires without disregarding the full force and effect of different instances for administrative claims existing in the provincial sphere and the City of Buenos Aires, which remain in full force and effect, where potential claims related to this matter could also be filed.
| 100 |
| Table of Contents |
Antitrust Law
Law No. 27,442 and its administrative regulation’s goals are to prevent and punish anticompetitive practices and, accordingly, it requires administrative authorization for transactions that according to the Antitrust Law constitute an economic concentration. Pursuant to this law, mergers, transfers of goodwill, acquisitions of property or rights over shares, capital or other convertible securities, or similar operations by which the acquirer controls or substantially influences a company, are considered as an economic concentration. The Antitrust Law provides that whenever an economic concentration involves one or more companies and the total business volume of the group of the affected companies (which include the acquiring group, the target company and the controlled companies, group or assets subject to the acquisition, but excludes the volume of business of the companies of the selling group), exceeds in Argentina 100 million mobile units that, according to Resolution 63/2023 of the Secretary of Trade of the Ministry of Economy, published in the Official Gazette on February 3, 2023, is equivalent to the sum of ARS 16,225,000,000 (since the adjusted value of each mobile was set by such resolution at ARS 162.55), then the respective concentration must be filed with the CNDC for analysis and authorization. “Total business volume” means to be the amounts resulting from the sale of products, the provision of services performed, and the direct subsidies received by the companies affected during the last fiscal year that correspond to their ordinary activities, after the deduction of discounts on sales, as well as on VAT and other taxes directly related to turnover.
The request for authorization may be filed, either prior to the transaction or within a week after its completion. Nevertheless, upon the first anniversary of the establishment of the new CNDC (which is yet to be set up), the filing requesting the authorization may only be submitted in advance.
When a request for approval is filed, the CNDC may (i) authorize the transaction, (ii) subordinate the transaction to the accomplishment of certain conditions, or (iii) reject the authorization.
The Antitrust Law establishes exceptions to the notification obligation, including when economic concentrations in which the transaction amount and the value of the assets absorbed, acquired, transferred, or controlled in Argentina, do not exceed, in each case, 20 million mobile units that, according to the Resolution of the Secretary of Trade of the Ministry of Economy, currently represent ARS 3,251,000,000, such transactions are exempted from the administrative authorization. Notwithstanding the foregoing, when the transactions effected by the companies concerned during the prior 12-month period exceed 20 million mobile units (as of the date hereof, ARS 1,105,000,800) or 60 million mobile units in the previous 36 months that, according to said Resolution, is currently equivalent to the sum of ARS 9,753,000,000, these operations they must be notified to the CNDC.
As our consolidated annual sales volume and our parent’s consolidated annual sales volume exceed ARS 16,225,000,000, in cases of concentrations in which we are the acquiring party we should give notice to the CNDC of any concentration provided for by the Antitrust Law, provided that cases of exception to the notification obligation of article 11 of the Antitrust Law do not arise.
Money laundering
For more information about money laundering see, “Item 10. Additional Information—E. Money Laundering.”
| 101 |
| Table of Contents |
Environmental Law
Environment. Our activities are subject to several national, provincial, and municipal environmental provisions.
Article 41 of the Argentine Constitution, as amended in 1994, provides that all Argentine inhabitants have the right to a healthy and balanced environment fit for human development and have the duty to preserve it. Environmental damage shall bring about primarily the obligation to restore it as provided by applicable law. The authorities shall control the protection of this right, the rational use of natural resources, the preservation of the natural and cultural heritage and of biodiversity and shall also provide for environmental information and education. The Argentine Government has the authority to establish minimum standards for environmental protection whereas provincial and municipal Argentine governments have the authority fix specific standards and regulatory provisions.
On November 6, 2002, the Argentine Congress passed Law No. 25,675, which regulates the minimum standards for the achievement of a sustainable environment and the preservation and protection of biodiversity and fixes environmental policy goals.
Law No. 25,675 establishes the activities that will be subject to an environmental impact assessment procedure and certain requirements applicable thereto. In addition, this law sets forth the duties and obligations that will be triggered by any damage to the environment and mainly provides for restoration of the environment to its former condition or, if that is not technically feasible, for payment of compensation in lieu thereof. This law also fosters environmental education and provides for certain minimum reporting obligations to be fulfilled by natural and legal entities.
On August 4, 2004, the Argentine Congress passed Law No. 25,916 by means of which the minimum environmental protection guidelines for the integral management of residential, commercial and industrial waste were established. This law denotes integral management as a set of interdependent and complementary activities, which make up a process of actions for the management of household waste (that includes residence, urban, commercial and/or industrial, among others) in order to protect the environment and the population’s quality of life. This law establishes that the integral management of household waste consists of the following stages: generation, initial disposal, collection, transfer, transportation, treatment and final disposal. Competent authorities are determined by local jurisdictions.
Law No. 27,566, passed on October 16, 2020, approves the “Regional Agreement on Access to Information, Public Participation and Access to Justice in Environmental Matters in Latin America and the Caribbean” (the “Escazú Agreement”) by the Argentine Republic. The Escazú Agreement aims to guarantee the full and effective implementation in Latin America and the Caribbean of the rights of access to environmental information, public participation in environmental decision-making processes and access to justice in environmental matters, as well as the creation and strengthening of capacities and cooperation, contributing to the protection of the right of each person, of present and future generations, to live in a healthy environment and to sustainable development. It is the only binding agreement emanating from the United Nations Conference on Sustainable Development (Rio+20), the first regional environmental agreement in Latin America and the Caribbean and the first in the world to contain specific provisions on human rights defenders in environmental matters.
In addition, the CNV Rules require the obligation to report to the CNV any events of any nature and fortuitous acts that seriously hinder or could potentially hinder performance of our activities, including any events that generate or may generate significant impacts on the environment, providing details on the consequences thereof.
The New Argentine Civil and Commercial Code has introduced as a novel the acknowledgement of collective rights, including the right to a healthy and balanced environment. Accordingly, the Argentine Civil and Commercial Code expressly sets forth that the law does not protect an abusive exercise of individual rights if such exercise could have an adverse impact on the environment and the rights with a collective impact in general.
| 102 |
| Table of Contents |
Insurance
We carry all-risk insurance for our shopping malls and other buildings covering damages to the property caused by fire, acts of terrorism, explosion, gas leak, hail, storm and winds, earthquakes, vandalism, theft and business interruption. We also have civil liability insurance covering all potential damages to third parties or goods arising from the development of our businesses throughout the whole Argentine territory. We are in compliance with all the legal requirements relating to mandatory insurance, including statutory coverage under the Occupational Risk Law, life insurance required under collective bargaining agreements and other insurance required by the laws and decrees. Our history of damages is limited to only one claim made as a result of a fire in Alto Avellaneda Shopping in March 2006, in which the loss was substantially recovered from our insurers. These insurance policies have all the specifications, limits and deductibles that are customary in the market and which we believe are adequate for the risks to which we are exposed in our daily operations. We also purchased civil liability insurance to cover our Directors’ and officers’ liability.
Sustainability
Sustainability is a central pillar of our organization. Our policy is based on the United Nations Sustainable Development Goals, and we work in that direction internally in our work teams and externally through our value chain, operating as social and environmental change agents. We seek to achieve high quality standards in our real estate operations through the responsible use of resources and sustainable technologies and we seek to develop new projects in balance with the environment.
Our fifteen shopping malls are an ideal space for disseminating topics of interest to society and carrying out community activities given that more than 100 million people visit them annually. Regarding the office buildings, they are occupied by national and international organizations, committed to the triple impact of their actions.
We agree on the agenda with the social organizations of each community, the public sector and specialists in each subject. In this way, we strengthen ties and generate long-term alliances, incorporating actors in the value chain and collaborating with the communities where our business units operate.
Environmental Management
Environmental management is a commitment assumed by IRSA, which is declared through its Environmental Policy, and manifests itself in everyday management.
| · | We innovate in the use of best practices for the development of our activities. |
|
|
|
| · | We work to achieve a balance between the efficient use of resources and a growing real estate development. |
|
|
|
| · | We care about the relationship with our people and the communities where we choose to work, of which we are a part. |
|
|
|
| · | We plan for the long term, seeking to develop in a sustainable way so that our environment can also be enjoyed by future generations. |
|
|
|
| · | We work towards continuous improvement and compliance with current legislation and regulations, including those to which we voluntarily subscribe. |
|
|
|
| · | We are part of a process of cultural change, which we share and extend to the people with whom we interact. |
Environmental Certifications
As part of our strategy, we seek to achieve high standards of environmental certification in our real estate projects with the aim of having a modern and sustainable portfolio. Our shopping malls located in the City of Buenos Aires are already part of the Circular Economy Network. It is an initiative of the Government of the City of Buenos Aires that creates an articulated workspace between the different actors that are part of society (companies, NGOs and universities) to build a more sustainable city. Alto Palermo Shopping, Dot Baires Shopping, Alcorta Shopping, Patio Bullrich, Distrito Arcos and Abasto Shopping have already signed the adhesion.
| 103 |
| Table of Contents |
It implies our commitment and effort to work on different actions that strengthen recycling and promote the circular economy. This seeks to redefine what growth is, with an emphasis on the benefits for all of society. This implies separating economic activity from the use of non-renewable resources and reducing (or eliminating) the generation of garbage. It is made up of seven principles: reflect, reject, reduce, redistribute, reclaim, reuse and recycle.
Córdoba Shopping advanced with the second stage of the Comprehensive Waste Management Plan from the Circular Economy Paradigm. The implementation of new practices and habits was deepened to reduce waste generation, increasing reuse and recycling. The Circular Economy helps transform the economy towards a sustainable future. IRSA intends to implement this project in all the shopping malls in the country in the following years and Alto Palermo shopping mall joined this project with a diagnosis, survey and implementation of Comprehensive Waste Management under the paradigm of the circular economy.
The Ministry of Public Space and Urban Hygiene of the city of Buenos Aires granted the Green Seal to the Alto Palermo shopping:
| · | This Seal is part of the initiative of the Circular Economy Network. |
|
|
|
| · | Alto Palermo is the first shopping mall that is certified. It obtained a 2-star rating, which implies good practices and a commitment to responsible waste management. |
The certification process includes training for both tenants and their own employees and audits carried out by the local government.
During next year we will carry out the recertification of Alto Palermo and soon we will add Dot Baires Shopping to become the second shopping mall with a Green Seal. These actions not only benefit the malls but also encourage some tenants to certify this Seal. In this way we help a greater number of companies to be part of the Circular Economy Network.
Thanks to the Green Seal certification, our professionals were able to participate in various workshops and work groups, provided by the local government, such as the Training “Green City Ambassadors”, “Waste Management in the City”, among others.
The latest office buildings developed by the Company, “261 Della Paolera” and “Zetta” have the LEED Gold Core Shell (Leadership in Energy and Environmental Design) seal. This certification, renowned in the sector and valued by the market, recognizes the company’s commitment to sustainable real estate development, incorporating into construction aspects related to energy efficiency, improvement of indoor environmental quality, water consumption efficiency, the sustainable development of the free spaces on the plot and the selection and recycling of materials.
As of the date of presentation of the Financial Statements, 74% of the premium office portfolio has LEED certification and several tenants are in the process of certifying their interiors, promoting energy and environmental design, quality of life and healthy work spaces.
Energy, water and waste management
The efficient use of resources, as well as the proper management of the waste generated in our activities, are extremely important in our day to day. For this reason, we carry out various tasks to guarantee proper environmental management:
Energy: Actions are continuously carried out to minimize consumption as much as possible, which includes:
| · | Improvements in air conditioning technologies, |
|
|
|
| · | facilities maintenance and constant monitoring, |
|
|
|
| · | awareness campaigns on the care of the resource to own personnel, tenants, and customers, |
|
|
|
| · | in our offices we automate the meeting rooms lights turning on and off through sensors that detect movement, preventing the light from remaining on when the room is not being used, |
|
|
|
| · | we automate the speed of escalators, slowing them down when they are not being used, |
|
|
|
| · | regarding luminaires, in all our shopping centers the replacement towards LED technology is being carried out. |
| 104 |
| Table of Contents |
Water: Water consumption is mainly destined for sanitary supply, food court sector in shopping malls, facilities cleaning and irrigation.
| · | Sanitary facilities have a Pressmatic or similar command system that allows water savings of around 20% compared to past technologies. |
|
|
|
| · | In those establishments where it is possible, thanks to the facilities and availability of the place, rainwater is recovered for other uses, mainly irrigation. |
|
|
|
| · | Distrito Arcos is an open-air shopping mall with plant beds that are irrigated with rainwater. On rainy days, the water accumulates in underground tanks and is used to irrigate the beds on the days when it does not rain. |
|
|
|
| · | The chosen irrigation system is drip, as it is highly efficient. In the latest office buildings developed by the company: 261 Della Paolera and the “Zetta Building”, rainwater is also used to irrigate their flower beds. |
|
|
|
| · | In our properties’ toilets, low consumption sanitary fixtures and fittings are chosen, through timers installations, infrared sensors and aerators, making an efficient use of the resource. |
Waste: We promote the reduction of waste, and we are pioneers in management for recycling. In all our shopping centers, separation is carried out at source into Wet (non-recyclable) and Dry (recyclable) fractions. In four of them, Alto Rosario, Alcorta, Alto Palermo and Arcos Districts, a third fraction called Organic is separated, generated in the preparation of food in gastronomic establishments. These residues are removed by the Municipalities for composting. The material obtained is used for the landscaping of boulevards and public flowerbeds.
In the southern part of the City of Buenos Aires, in addition to the separation of organics, arid waste, PET and pruning remains are collected. There is a modern aerobic fermentation plant that speeds up the composting process of organic waste.
We continue working to add more properties and reduce the waste sent to landfills. We work on a waste management system that allows us to recycle a significant fraction of the material produced in our establishments. In turn, we develop new ways and opportunities to integrate with social organizations and cooperatives in order to value the recovered materials.
With a frequency of four times a week, up to daily, the removal of recyclable materials is carried out. We work with cooperatives and local organizations, that through the collection, classification and commercialization of recyclable materials, allow the neighbors to find a means of subsistence and a source of income.
We work with tenants continuously reinforcing the correct management of waste, communicating through circulars and tours. Remembering the materials to be separated in each of the three fractions (recyclable, humid and organic), the corresponding bag color (according to current regulations) and the sectors where they are collected.
We promote the transformation into biodiesel of the vegetable oil used by the gastronomic tenants of our shopping malls. Used vegetable oils (UVOs) are generated in the kitchens of gastronomic stores that are used in frying and cooking.
Each tenant has a collection and accumulation circuit for these oils to be used as an input in a production process: the production of biodiesel. We work with companies authorized for this purpose such as RBA Ambiental. In this way, contamination of the water is avoided by not draining the oils through the usual kitchen pipes and giving a second use to the resources.
Education and training program
We have developed an education and training program in environmental management, regarding waste and efficient use of resources such as water and energy. Training and actions are carried out aimed at shopping mall staff, establishment tenants and related suppliers, involving urban waste recovery cooperatives to share their experience, learn about their work and the importance of carrying out adequate waste management.
| 105 |
| Table of Contents |
Information Security
We believe that information security and governance of critical data is important to us. As a result, we have an information security management which is independent from the information technology management and is integrated into our compliance management. This information security management has an individual annual budget and a strategy which is based on two principles: (i) the continuous review and improvement of our information security model; and (ii) a National Institute of Standars and Technology (NIST)-based cybersecurity framework.
This strategy allows to identify, protect, detect, respond to and recover our systems and data against potential threats, and is constantly being evaluated. This strategy also generates an adequate integration of security in business processes, minimizing the risks and impact that may materially affect us or our subsidiaries.
This strategy allows to identify, protect, detect, respond to and recover our systems and data against potential threats, and is constantly being evaluated. This strategy also generates an adequate integration of security in business processes, minimizing the risks and impact that may materially affect us or our subsidiaries.
Within this governance model there are controls and processes that allow us to supervise and monitor our corporate information security strategy and to carry out investments and initiatives which allow us to achieve our business goals.
Cybersecurity
Our main Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) systems have the levels of protection and recovery against contingencies that allow us to be prepared for the constant evolution of cyberattacks. During 2023, some of our cybersecurity initiatives included raising awareness on various cybersecurity matters such as phishing, identity theft, secure password management and other cyber threats. Protective measures have also been strengthened through the use of expanded automated detection and response tools.
In recent years, the average number of cybersecurity incidents has increased significantly worldwide. Therefore, we focus on preventing the most frequent cyberattacks, which are related to ransomware (virtual file hacking), malware, phishing and executive impersonation (BEC - Business Email Compromise), among others.
Fundación IRSA
Fundación IRSA was created in 1996 with the purpose of generating programs and accompanying initiatives that promote the integral development of people with a special focus on education, human well-being and social inclusion. Likewise, it supports organizations in society with the conviction that only through joint work and networking can the true changes necessary to achieve full citizenship and an equitable and inclusive society be achieved.
The work of the Fundación IRSA is framed in 4 lines of action that open innovative paths in the construction of a sense of community. These pillars are:
Education: training, cultural learning and research in education are promoted to enhance the development of people. With the intention of accompanying and developing projects that provide new training opportunities in the formal and non-formal educational field for the growth of society.
Together with other social organizations, it works for the recognition of the value that exists in identity and respect for diversity, since its inception it finances the “Education Observatory” for the construction of statistical data on Argentine Education with evidence, consensus, and collaboration. Social. For 6 years, it has been promoting the training of young professionals in technical and bachelor’ degrees that make up the Argentine medical care system, with a special focus on nutrition, early childhood and nursing.
| 106 |
| Table of Contents |
Human well-being: understanding human well-being as an aspect that crosses the whole human being and brings it closer to its needs for access to information, material goods, psychological, affective, inspiring to lead a dignified life, good health, food, and good social relations. Fundación IRSA seeks to focus on research and assistance to help reduce differences in a context concerned with health. Since 2014, it has been investing in improving hospital equipment and providing state-of-the-art devices and health supplies to hospitals and health centers in our country. Fundación IRSA, together with other entities, financed the creation of the GDFE Health Observatory, an initiative that seeks to contribute to the construction of public-private consensus for the design, implementation, and support of State policies with health rationality, a legal perspective and effectiveness tested.
Also, with the aim of contributing to the most vulnerable populations having a healthy diet, it allocates economic resources for more than 20 community kitchens and 2,900 people with the objective that they complement the monthly diet with fruits, vegetables, meats, and dairy products and can provide themselves with cleaning and personal hygiene items.
Insertion / inclusion: contributes with special interest in an area that worries society, in the context of an economic and health crisis; with two specific lines of action, associated with “Employability” and “Violence”. “Employability”, associated with the set of skills and talents that allow a person to be able to find and keep a job. With a focus on the age group over 40 years old, generating new opportunities for job insertion and reinvention. And “Violence” through research and generating evidence that can collaborate with the updating and improvement of the public policy system.
Since 2021, Fundación IRSA has been the main investor in the creation of the first “Observatory on First Practices for Addressing Child Abuse”. During the first year, together with “Red por la Infancia”, a first survey was carried out on the regulatory framework and current public policies on all forms of violence that have an impact on the lives of children and adolescents. After completing its first stage, it is proposed to gather evidence to contribute to the construction of a diagnosis of the situation and identify the degree of normative development, the pending challenges at the legislative level, the degree of progress in public policies and in the administration of justice in protection of children against violence.
The need to influence 4 fundamental axes to generate a virtuous circle that produces systemic changes in prevention and response was confirmed:
1. Strengthen regulatory frameworks for the protection of children against violence.
2. Improve the architecture and design of prevention, protection, and response systems for violence against children and adolescents.
3. Influence the customs, beliefs, mandates, and values that tolerate, minimize, and therefore perpetuate violence against children intergenerationally.
4. Involve the private sector and the media in the protection of violence against children and adolescents.
Strengthening: strengthens the institutional capacity of non-profit organizations through their cooperation and alliance. In this sense, Fundación IRSA accompanies social organizations throughout the country so that they can achieve their mission, grow and develop.
Since March, for example, more than 1,060 outerwear and 170 items have been delivered to 5 foundations and NGOs through the “Revaluation of Materials” program, in which funds are collected and classified (lost objects of customers in shopping malls) to then be distributed.
Also, it continues with the internal MultipliDAR program through which all employees of the IRSA companies are offered the possibility of multiplying their personal donations to civil society organizations in their reference world to strengthen their solidarity initiative. Through the Multiplidar program, the amount that the collaborator has previously donated to the entity is equalized, doubled, and tripled.
During the fiscal year 2023, Fundación IRSA worked with 87 civil society organizations making a direct social investment of ARS 250.4 million.
Puerta 18 Foundation
“Puerta 18” Foundation is a free space for artistic and technological creation for young people from 13 to 24 years old. Through a non-formal education proposal, it encourages the development of skills, vocations and talents in young people through the multiple resources offered by technology.
| 107 |
| Table of Contents |
Throughout its 15 years, more than 5,000 young people received free training and today there are more than 250 who have found employment in areas related to their training at the institution. Two years ago, the foundation for pursuing objectives of “common good” achieved recognition from the IGJ so that through article 81c, the donations received can be deductible from profits, encouraging more companies to join and amplify the impact.
Our gaze is based on placing the young person at the center of the proposal, which revolves around his interests and needs, and where educators act as facilitators using technology as a tool. Some of the disciplines we work with are: Graphic Design, Photography, UX, Programming, Comprehensive Video Production, 3D Modeling and Animation, Videogames, Robotics, among others.
Currently, the Foundation offers activities for +70 young people per day on average, both in the 13-18 age bracket and +18, concentrating all its actions at the headquarters on Zelaya Street. In turn, together with #DigitAR, they awarded scholarships to 12 young people to continue their training studies in other study centers, expanding their social capital, deepening their knowledge, and significantly improving their job opportunities.
Fundación Museo de los Niños
Museo de los Niños Abasto is an interactive museum that recreates the spaces of a city where children can play to be a doctor, cameraman, captain, sailor, banker, cook, broadcaster, journalist, nurse, actress, mom, dad and many more things.
The Museum proposes an enriching and alternative meeting space that integrates play, movement, perception, understanding and expression, encouraging curiosity, interest in knowing and imagination from a transforming point of view. Based on the Declaration of the Rights of the Child, it has been designed to encourage each child to develop their own potential: “learning by doing” and “playing and having fun while learning” are fundamental concepts for the Museum.
The Museum is dedicated to children up to 12 years of age, their families, educators and, through all of them, the community. And for the little ones, up to 3 years old, it has two soft rooms specially built to stimulate their activity.
In addition, it has an Exhibition Hall and an Auditorium where shows, film screenings, conferences, book presentations and various events are held.
Museo de los Niños has been declared:
| - | Of educational interest by the Argentina’s Ministry of Education. Resolution No. 123. |
| - | Of cultural interest by the Secretary of Culture and Communication of the Presidency of Argentina. Resolution No. 1895. |
| - | Of cultural interest by the Secretary of Culture of the Buenos Aires City Government. |
| - | Of cultural interest by the INADI (National Institute against Discrimination, Xenophobia and Racism). |
| - | Of tourist interest by the Secretary of Tourism of the Presidency of Argentina. Resolution No. 281. |
| - | Sponsorship of the secretary of education of the government of the City of Buenos Aires. resolution no. 537. |
| 108 |
| Table of Contents |
C. Organizational Structure
The following table presents information relating to our ownership interest represented by our subsidiaries as of June 30, 2023:
|
|
| % of ownership interest held by the Company | ||
Name of the entity | Country | Main activity | 06.30.2023 | 06.30.2022 | 06.30.2021 |
IRSA’s direct interest: | (%) | ||||
E-Commerce Latina S.A. | Argentina | Investment | 100.00 | 100.00 | 100.00 |
Efanur S.A. (3) | Uruguay | Investment | — | 100.00 | 100.00 |
Hoteles Argentinos S.A.U. | Argentina | Hotel | 100.00 | 100.00 | 100.00 |
Inversora Bolívar S.A. | Argentina | Investment | 100.00 | 100.00 | 100.00 |
Llao Llao Resorts S.A. (1) | Argentina | Hotel | 50.00 | 50.00 | 50.00 |
Nuevas Fronteras S.A. | Argentina | Hotel | 76.34 | 76.34 | 76.34 |
Palermo Invest S.A. | Argentina | Investment | 100.00 | 100.00 | 100.00 |
Ritelco S.A. | Uruguay | Investment | 100.00 | 100.00 | 100.00 |
Tyrus S.A. | Uruguay | Investment | 100.00 | 100.00 | 100.00 |
U.T. IRSA y Galerias Pacifico (1) | Argentina | Investment | 50.00 | 50.00 | 50.00 |
Arcos del Gourmet S.A. | Argentina | Real estate | 90.00 | 90.00 | 90.00 |
Emprendimiento Recoleta S.A. | Argentina | Real estate | 53.68 | 53.68 | 53.68 |
Fibesa S.A.U. | Argentina | Real estate | 100.00 | 100.00 | 100.00 |
Panamerican Mall S.A. | Argentina | Real estate | 80.00 | 80.00 | 80.00 |
Shopping Neuquén S.A. | Argentina | Real estate | 99.95 | 99.95 | 99.95 |
Torodur S.A. | Uruguay | Investment | 100.00 | 100.00 | 100.00 |
EHSA | Argentina | Investment | 70.00 | 70.00 | 70.00 |
Centro de Entretenimiento La Plata | Argentina | Real estate | 100.00 | 100.00 | 100.00 |
We Are Appa S.A. | Argentina | Design and software development | 98.67 | 93.63 | 93.63 |
Tyrus S.A.’s direct interest: | |||||
DFL and DN BV | Bermuda’s / Netherlands | Investment | 99.59 | 99.50 | 99.50 |
IRSA International LLC | USA | Investment | 100.00 | 100.00 | 100.00 |
Jiwin S.A. (3) | Uruguay | Investment | — | 100.00 | 100.00 |
Liveck S.A. (2) | British Virgin Islands | Investment | 100.00 | 100.00 | 100.00 |
Real Estate Strategies LLC | USA | Investment | 100.00 | 100.00 | 100.00 |
Efanur S.A.’s direct interest: | |||||
Real Estate Investment Group VII LP (REIG VII) (3) | Bermuda’s | Investment | — | 100.00 | 100.00 |
DFL’s and DN BV’s direct interest: | |||||
Dolphin IL Investment Ltd. | Israel | Investment | 100.00 | 100.00 | 100.00 |
(1) | The Company has consolidated the investment in Llao Llao Resorts S.A. and UT IRSA and Galerías Pacífico considering its equity interest and a shareholder agreement that confers its majority of votes in the decision making process. |
(2) | Includes Tyrus’ and IRSA S.A.’s equity interests. |
(3) | Liquidated in October 2022. |
The Company takes into account both quantitative and qualitative aspects in order to determine which non-controlling interests in subsidiaries are considered significant.
We have a significant interest in Banco Hipotecario, an Argentine company incorporated under Argentine law and engaged in the banking business. As of June 30, 2023, we held, directly and indirectly, 29.91% of the equity of Banco Hipotecario.
D. Property, Plant and Equipment
In the ordinary course of business, the leases property or spaces for administrative or commercial use both under operating lease arrangements. The agreements include several clauses, including but not limited, to fixed, variable or adjustable payments.
| 109 |
| Table of Contents |
The following table sets forth certain information about our properties as of June 30, 2023:
Property(6) |
| Date of Acquisition |
| Leasable/ Sale sqm / Rooms (1) |
| Location |
| Net Book Value ARS(2) |
| Use |
| Occupancy rate |
|
Bankboston Tower (13) |
| Aug-07 |
| — |
| City of Buenos Aires |
| 719 |
| Office Rental |
| N/A |
|
Bouchard 551 |
| Mar-07 |
| — |
| City of Buenos Aires |
| 1,470 |
| Office Rental |
| N/A |
|
Intercontinental Plaza Building |
| Nov-97 |
| 2,979 |
| City of Buenos Aires |
| 5,198 |
| Office Rental |
| 100.0% |
|
Dot Building |
| Nov-06 |
| 11,242 |
| City of Buenos Aires |
| 18,704 |
| Office Rental |
| 51.6% |
|
Zetta Building |
| Jun-19 |
| 32,173 |
| City of Buenos Aires |
| 56,758 |
| Office Rental |
| 94.6% |
|
Phillips Building |
| Jun-17 |
| 8,017 |
| City of Buenos Aires |
| 11,755 |
| Office Rental |
| 41.9% |
|
San Martín plot (ex Nobleza Picardo) |
| May-11 |
| 109,610 |
| Province of Buenos Aires, Argentina |
| 20,949 |
| Other Rentals |
| 22.5% |
|
Other Properties (5) |
| N/A |
| N/A |
| City and Province of Buenos Aires / Detroit U.S |
| 14,900 |
| Other Rentals |
| N/A |
|
Abasto Shopping |
| Nov-99 |
| 37,167 |
| City of Buenos Aires, Argentina |
| 25,991 |
| Shopping Mall |
| 99.5% |
|
Alto Palermo Shopping |
| Dec-97 |
| 20,629 |
| City of Buenos Aires, Argentina |
| 30,110 |
| Shopping Mall |
| 100.0% |
|
Alto Avellaneda |
| Dec-97 |
| 39,457 |
| Province of Buenos Aires, Argentina |
| 17,874 |
| Shopping Mall |
| 92.5% |
|
Alcorta Shopping (16) |
| Jun-97 |
| 15,839 |
| City of Buenos Aires, Argentina |
| 19,341 |
| Shopping Mall |
| 96.1% |
|
Patio Bullrich |
| Oct-98 |
| 11,396 |
| City of Buenos Aires, Argentina |
| 8,212 |
| Shopping Mall |
| 92.7% |
|
Alto Noa |
| Nov-95 |
| 19,427 |
| City of Salta, Argentina |
| 4,375 |
| Shopping Mall |
| 100.0% |
|
Mendoza Plaza |
| Dec-94 |
| 41,511 |
| Mendoza, Argentina |
| 6,566 |
| Shopping Mall |
| 99.1% |
|
Alto Rosario |
| Dec-04 |
| 34,859 |
| Santa Fe, Argentina |
| 17,542 |
| Shopping Mall |
| 9.4% |
|
Córdoba Shopping –Villa Cabrera (11) |
| Dec-06 |
| 15,368 |
| City of Córdoba, Argentina |
| 5,048 |
| Shopping Mall |
| 97.7% |
|
Dot Baires Shopping |
| May-09 |
| 47,811 |
| City of Buenos Aires, Argentina |
| 20,200 |
| Shopping Mall |
| 98.6% |
|
Soleil Premium Outlet |
| Jul-10 |
| 15,673 |
| Province of Buenos Aires, Argentina |
| 7,495 |
| Shopping Mall |
| 100.0% |
|
La Ribera Shopping |
| Aug-11 |
| 10,531 |
| Santa Fe, Argentina |
| 2,505 |
| Shopping Mall |
| 96.8% |
|
Distrito Arcos |
| Dec-14 |
| 14,458 |
| City of Buenos Aires, Argentina |
| 10,560 |
| Shopping Mall |
| 100.0% |
|
Alto Comahue |
| Mar-15 |
| 11,700 |
| Neuquén, Argentina |
| 6,252 |
| Shopping Mall |
| 96.7% |
|
Patio Olmos |
| Sep-97 |
| — |
| City of Córdoba, Argentina |
| 3,778 |
| Shopping Mall |
| N/A |
|
Beruti Parking Space |
| N/A |
| — |
| Ciudad de Buenos Aires |
| 2,221 |
| Shopping Mall |
| N/A |
|
Caballito Plot of Land |
| Nov-97 |
| — |
| City of Buenos Aires |
| 15,033 |
| Land Reserve |
| N/A |
|
Santa María del Plata |
| Oct-97 |
| 693,445 |
| City of Buenos Aires |
| 172,562 |
| Other Rentals |
| 25.9% |
|
Ezpeleta Plot of land |
| May-22 |
| — |
| Province of Buenos Aires, Argentina |
| 7,932 |
| Other Rentals |
| N/A |
|
Beruti and Coronel Diaz Building |
| Jun-22 |
| — |
| City of Buenos Aires |
| 6,273 |
| Other Rentals |
| N/A |
|
Paseo Colon Building |
| May-23 |
| — |
| City of Buenos Aires |
| 2,255 |
| Other Rentals |
| N/A |
|
Catalinas Building |
| May-10 |
| 8,516 |
| City of Buenos Aires |
| 22,754 |
| Offices and Other Rentals |
| 100.0% |
|
Luján plot of land |
| May-08 |
| 1,160,000 |
| Province of Buenos Aires, Argentina |
| 4,210 |
| Mixed uses |
| N/A |
|
Other Land Reserves (4) |
| N/A |
| N/A |
| City and Province of Buenos Aires |
| 30,389 |
| Land Reserve |
| N/A |
|
Other Developments (15) |
| N/A |
| N/A |
| City of Buenos Aires |
| 78 |
| Properties under development |
| N/A |
|
Buildable potentials (14) |
| N/A |
| N/A |
| City of Buenos Aires, Córdoba and Santa Fé |
| 13,005 |
| Other Rentals |
| N/A |
|
Intercontinental Hotel (7) (12) |
| Nov-97 |
| 313 |
| City of Buenos Aires |
| 5,132 |
| Hotel |
| 66.4% |
|
Libertador Hotel (8) (12) |
| Mar-98 |
| 200 |
| City of Buenos Aires |
| 936 |
| Hotel |
| 57.2% |
|
Llao Llao Hotel (9)(10) (12) |
| Jun-97 |
| 205 |
| City of Bariloche |
| 7,194 |
| Hotel |
| 76.7% |
|
Others (3) |
| N/A |
| N/A |
| City and Province of Buenos Aires |
| 520 |
| Others |
| N/A |
|
(1) | Total leasable area for each property. Excludes common areas and parking spaces. |
(2) | Shopping Malls, Offices and Land Reserves are valued at fair value. Our Hotels are valued at cost of acquisition or development plus improvements, less accumulated depreciation, less allowances. |
(3) | Includes EH UT. |
(4) | Includes the following land reserves: Pontevedra plot, San Luis Plot, Pilar plot and Intercontinental Plot, Annexed to Dot Plot, Mendoza Plot, Casona Husdon Plot, Mendoza 2.992 East Av. Plot, Mendoza Bandera de los Andes 3027 plot, Güemes 902 plot (Conil), Córdoba plot, Neuquén plot and La Plata plot. |
(5) | Includes the following properties: Anchorena 665, Anchorena 545 (Chanta IV), Zelaya 3102 y 3103, Madero 1020, Abasto Offices, Suipacha 664, La Adela, Paseo del Sol, Libertador 498, Beruti 3330/3336/3358 Paseo del sol. |
(6) | Percentage of occupation of each property. Land reserves are assets that the company keeps in the portfolio for future developments. |
(7) | Through Nuevas Fronteras S.A. |
(8) | Through Hoteles Argentinos S.A.U. |
(9) | Through Llao Llao Resorts S.A. |
(10) | Includes “Terreno Bariloche.” |
(11) | The cinema building located at Córdoba Shopping – Villa Cabrera is included in Investment Properties, which is encumbered by a right of antichresis as a result of loan due to Empalme by NAI INTERNACIONAL II Inc. |
(12) | Express in number of rooms. |
(13) | The offices were totally sold during the fiscal year ended June 30, 2021. |
(14) | Includes buildable potentials related to the following shopping malls: Patio Bullrich, Alto Palermo, Córdoba Shopping and Alto Rosario. |
(15) | Includes PH Office Park. |
(16) | Includes “Ocampo parking spaces”. |
| 110 |
| Table of Contents |
ITEM 4A. Unresolved staff comments
This item is not applicable.
ITEM 5. Operating and Financial Review and Prospects
A. Operating Results
The following management’s discussion and analysis of our financial condition and results of operations should be read together with our Audited Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis of our financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. These forward-looking statements include such words as, “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ materially and adversely from those anticipated in these forward-looking statements as a result of many factors, including without limitation those set forth elsewhere in this Annual Report. See Item 3 “Key Information – D. Risk Factors” for a more complete discussion of the economic and industry-wide factors relevant to us.
The objective of this Management’s Discussion and Analysis section is to provide a description of our economic and financial condition as of June 30, 2023 and for the fiscal year then ended, particularly considering the operating results for fiscal year 2021 that have been affected by the restrictions due to the Covid-19 pandemic. Our shopping malls and hotels were closed for most of the year 2021 while the offices remained operational, even though most of the tenants adopted the remote work modality. In this sense, the purpose of this management’s discussion and analysis is to describe the impact of the pandemic and other macroeconomic or operational drivers over our business segments in order to explain the reasons or causes that originate our results of operations.
General
We prepare our Audited Consolidated Financial Statements in Pesos and in accordance with IFRS, as issued by the IASB, and with CNV Rules.
We have determined that, as of July 1, 2018, the Argentine economy qualifies as a hyperinflationary economy according to the guidelines of IAS 29 since the total cumulative inflation in Argentina in the 36 months prior to July 1, 2018, exceeded 100%. IAS 29 requires that the financial information recorded in a hyperinflationary currency be adjusted by applying a general price index and expressed in the measuring unit (the hyperinflationary currency) at the end of the reporting period. Therefore, our Audited Consolidated Financial Statements included in this Annual Report have been adjusted by applying a general price index and expressed in the measuring unit (the hyperinflationary currency) currently at the end of the reporting period (June 30, 2023). See “Risk Factors—Risks Relating to Argentina—A high level of uncertainty with regard to these economic variables, and a general lack of stability in terms of inflation, could have a negative impact on economic activity and adversely affect our financial condition.”
| 111 |
| Table of Contents |
Overview
We are engaged, directly and indirectly through subsidiaries and joint ventures, in a range of diversified activities, primarily in real estate, including:
| i. | the acquisition, development and operation of shopping malls, |
|
|
|
| ii. | the acquisition and development of office buildings and other non-shopping mall properties primarily for rental purposes, |
|
|
|
| iii. | the development and sale of residential properties, |
|
|
|
| iv. | the acquisition and operation of luxury hotels, |
|
|
|
| v. | the acquisition of land reserves for future development or sale, and |
|
|
|
| vi. | selective investments outside Argentina. |
Effects of the global macroeconomic factors
Most of our assets are located in Argentina, where we conduct our operations. Therefore, our financial condition and the results of our operations are significantly dependent upon economic conditions prevailing in such country.
The table below shows Argentina’s GDP, inflation rates, dollar exchange rates, the appreciation (depreciation) of the Peso against the U.S. dollar for the indicated periods (inter-annual information—which is the 12 month period preceding the dates presented—is presented to conform to our fiscal year periods).
|
| Fiscal year ended June 30, |
| |||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
|
| (inter‑annual data) |
| |||||||||
GDP(1) |
|
| (4.9 | )% |
|
| 6.9 | % |
|
| 17.9 | % |
Inflation (IPIM)(2) |
|
| 112.8 | % |
|
| 57.3 | % |
|
| 65.1 | % |
Inflation (CPI) |
|
| 115.6 | % |
|
| 64.0 | % |
|
| 50.2 | % |
Depreciation of the Peso against the U.S. dollar |
| (105.0 | %) |
| (30.9 | %) |
| (35.9 | %) | |||
Average exchange rate per USD 1.00(3) |
| ARS 256.50 |
|
| ARS 125.13 |
|
| ARS 95.62 |
| |||
(1) | Represents inter annual growth of the second quarter GDP at constant prices (2004). Historical data is maintained, as exposed originally by us in previous 20-Fs. |
(2) | IPIM (Índice de Precios Internos al por Mayor) is the wholesale price index as measured by the Argentine Ministry of Treasury. |
(3) | Represents average of the selling and buying exchange rate quoted by Banco de la Nación Argentina as of June 30. As of October 18, 2023, the exchange rate was ARS 350.10 per U.S. dollar. |
Sources: INDEC and Banco de la Nación Argentina.
Argentine GDP decreased 4.9% inter annually during the second quarter of 2023, compared to an increase of 6.9% in the same period of 2022. Nationally, shopping mall sales at current prices in the month of July 2023 relevant to the survey reached a total of ARS 166,472.4 million, which represents an increase of 137.9% compared to July 2022. Accumulated sales for the first seven months of the year 2023, represent a 142.2% in current terms and 12.3% increase in real terms as compared to the same period of 2022. The monthly estimate of EMAE as of July 31, 2023, decreased by 1.3% compared to the same month in 2022. As of June 30, 2023, the unemployment rate was at 6.2% of the country’s economically active population, compared to 6.9% as of June 30, 2022. On the other hand, in the second quarter of 2023, the activity rate stood at 47.6% compared to 47.9% in the same quarter of the previous year. While the employment rate rose to 44.6% in the second quarter of 2023, compared to 44.6% in the second quarter of the previous year.
Changes in short- and long-term interest rates, unemployment and inflation rates may reduce the availability of consumer credit and the purchasing power of individuals who frequent shopping malls. These factors, combined with low GDP growth, may reduce general consumption rates at our shopping malls. Since most of the lease agreements at our shopping malls, our main source of revenue, require tenants to pay a percentage of their total sales as rent, a general reduction in consumption may reduce our revenue. A reduction in the number of shoppers at our shopping malls and, consequently, in the demand for parking, may also reduce our revenue from services rendered.
| 112 |
| Table of Contents |
Effects of inflation
The following are annual inflation rates during the fiscal years indicated, based on information published by the INDEC, an entity dependent of the Argentine Ministry of Treasury.
|
| Consumer price index |
|
| Wholesale price index |
| ||
Fiscal year ended June 30, |
| (inter‑annual data) |
| |||||
2021 |
|
| 50.2 | % |
|
| 65.1 | % |
2022 |
|
| 64.0 | % |
|
| 57.3 | % |
2023 |
|
| 115.6 | % |
|
| 112.8 | % |
The current structure of IRSA lease contracts for shopping mall tenants generally includes provisions that provide for payment of variable rent, which is a percentage of IRSA’s shopping mall tenants’ sales. Therefore, the projected cash flows for these shopping malls generally are highly correlated with GDP growth and consumption power.
For the leases of spaces at our shopping malls we use for most tenants a standard lease agreement, the terms and conditions of which are described elsewhere in this Annual Report. However, our largest tenants generally negotiate better terms for their respective leases. No assurance can be given that lease terms will be as set forth in the standard lease agreement.
The rent specified in our leases generally is the higher of (i) a monthly Base Rent and (ii) a specified percentage of the store’s monthly gross sales, which generally ranges between 2% and 12% of such sales. In addition, pursuant to the rent escalation clause in most of our leases, a tenant’s Base Rent generally increases on a monthly or quarterly and cumulative basis following the IPC index. In the event of litigation regarding these adjustment provisions, there can be no assurance that we may be able to enforce such clauses contained in our lease agreements. See “Item 4. Information of the Company—B. Business Overview—Shopping Malls—Principal Terms of our Leases.”
Continuing increases in the rate of inflation are likely to have an adverse effect on our operations. Although higher inflation rates in Argentina may increase minimum lease payments, given that tenants tend to pass on any increases in their expenses to consumers, higher inflation may lead to an increase in the prices our tenants charge consumers for their products and services, which may ultimately reduce their sales volumes and consequently the portion of rent we receive based on our tenants’ gross sales. In addition, we measure the fair market value of our shopping malls based upon the estimated cash flows generated by such assets which, as discussed in previous paragraphs, is directly related to consumer spending since a significant component of the rent payment received from our tenants is tied to the sales realized by such tenants (i.e is a percentage of the sales of our tenants). Therefore, macroeconomic conditions in Argentina have an impact on the fair market value of our shopping malls as measured in Pesos. Specifically, since our tenant’s products have been adjusted (increased) to account for inflation of the Peso, our expected cash flows from our shopping malls have similarly increased in nominal terms since rent is largely dependent on sales of our tenants in Pesos.
Seasonality
Our business is directly affected by seasonality, influencing the level of our tenants’ sales. During Argentine summer holidays (January and February) our tenants’ sales typically reach their lowest level, whereas during winter holidays (July) and in Christmas (December) they reach their maximum level. Clothing retailers generally change their collections in spring and autumn, positively affecting our shopping malls’ sales. Discount sales at the end of each season are also one of the main seasonal factors affecting our business.
Effects of interest rate fluctuations
Most of our U.S. dollar-denominated debt accrues interest at a fixed rate. An increase in interest rates will result in a significant increase in our financing costs and may materially affect our financial condition or our results of operations.
| 113 |
| Table of Contents |
In addition, a significant increase of interest rates could deteriorate the terms and conditions in which our tenants obtain financing from banks and financial institutions in the market. As a consequence of that, if they suffer liquidity problems the collection of our lease contracts could be affected by an increase in the level of delinquency.
Effects of foreign currency fluctuations
A significant portion of our financial debt is denominated in U.S. dollars. Therefore, a devaluation or depreciation of the Peso against the U.S. dollar would increase our indebtedness measured in Pesos and materially affect our results of operations. Foreign currency exchange restrictions imposed by the Argentine government could prevent or restrict our access to U.S. dollars, affecting our ability to service our U.S. dollar denominated‑ liabilities.
In addition, contracts for the rental of office buildings are generally stated in U.S. dollars, so a devaluation or depreciation of the Peso against the U.S. dollar would increase the risk of delinquency on our lease receivables.
As discussed above, we calculate the fair market value of our office properties based on comparable sales transactions. Typically, real estate transactions in Argentina are transacted in U.S. dollars. Therefore, a devaluation or depreciation of the Peso against the U.S. dollar would increase the value of our real estate properties measured in Pesos and an appreciation of the Peso would have the opposite effect. In addition, foreign currency exchange restrictions imposed by Argentine government could prevent or restrict the access to U.S. dollars for the acquisition of real estate properties, which are denominated and transacted in U.S dollars in Argentina, that could affect our ability to sell or acquire real estate properties and could have an adverse impact in real estate prices.
For more information about the evolution of the U.S dollar / Peso exchange rate, see “Item 3. Key Information—A1. Local Exchange Market and Exchange Rates.”
Fluctuations in the market value of our investment properties as a result of revaluations
Currently, our interests in investment properties are revalued quarterly. Any increase or decrease in the fair value of our investment properties, based on appraisal reports prepared by appraisers, is recorded in our consolidated statement of income and other comprehensive income for the fiscal year during which the revaluation occurs. The revaluation of our properties may therefore result in significant fluctuations in the results of our operations.
Property values are affected by, among other factors, a) shopping malls, which are mainly impacted by the discount rate used (WACC), the projected GDP growth and the projected inflation and devaluation of the Peso for future periods and b) office buildings, which are mostly impacted by the supply and demand of comparable properties and the U.S. dollar / Peso exchange rate at the reporting period, as office buildings fair value is generally established in U.S. dollars. For example:
| · | during the 2021 fiscal year, there was a 35.9% depreciation of the Peso from ARS 70.36 to USD 1.00 as of June 30, 2020 to ARS 95.62 to USD 1.00 as of June 30, 2021; |
|
|
|
| · | during the 2022 fiscal year, there was a 30.9% depreciation of the Peso from ARS 95.62 to USD 1.00 as of June 30, 2021 to ARS 125.13 to USD 1.00 as of June 30, 2022; and |
|
|
|
| · | during the 2023 fiscal year, there was a 105.0% depreciation of the Peso from ARS 125.13 to USD 1.00 as of June 30, 2022 to ARS 256.50 to USD 1.00 as of June 30, 2023. |
The value of the Company investment properties is determined in U.S. dollar pursuant to the methodologies further described in “Critical Accounting Policies and estimates” and then determined in Pesos (the Company functional and presentation currency).
In the past, purchases and sales of office buildings were usually settled in U.S. dollars, However, as a consequence of the restrictions imposed by the Central Bank on foreign exchange transactions, purchase and sales of office buildings are now usually settled in Pesos, using an implicit exchange rate that is higher than the official one (as it was the case in the operations carried out by IRSA in the last two years).
| 114 |
| Table of Contents |
Factors Affecting Comparability of our Results
Comparability of information
Covid-19 Pandemic
The impacts of the Covid-19 pandemic on us as of the date of this Annual Report are described below:
| · | During the fourth quarter of fiscal year 2021, shopping centers in the Buenos Aires metropolitan area suspended their operations between April 16 and June 11, operating only those segments considered essential such as pharmacies, supermarkets, and banks. The impact on Revenues for the closing months due to the pandemic was 40.3% in fiscal year 2021. Due to the flexibility that has occurred in the economic activities since the beginning of this fiscal year 2022, 100% of the shopping malls were operational. |
|
|
|
| · | Regarding the office segment, although most of the tenants continue to work in the home office mode, they are operational with strict safety and hygiene protocols. We have experienced a slight increase in the vacancy rates, although we have not suffered a deterioration in collections. |
|
|
|
| · | La Rural, the Buenos Aires and Punta del Este Convention Centers and the Arena stadium, establishments that we own directly or indirectly, were closed from March 20, 2020, to July 12, 2021, date from which the protocols for holding events, conferences and exhibitions were activated. Exhibitions began at La Rural and different corporate events and congresses were held both at La Rural and at the Buenos Aires Convention Center. As of March 2022, all the protocols for holding events as normal were released and in this way the operations of La Rural, the Buenos Aires and Punta del Este Convention Centers were able to resume their operations. |
|
|
|
| · | Libertador and Intercontinental hotels in the City of Buenos Aires have been operating since December 2020, although with low occupancy levels. The Llao Llao Resort, located in Bariloche, was able to operate during the fourth quarter with average occupancy levels thanks to the domestic tourism. |
The final extent of the Coronavirus outbreak and its impact on the country’s economy is still uncertain. However, although it has produced significant short-term effects, they are not expected to affect business continuity and the Company’s ability to meet its financial commitments for the next twelve months.
Office buildings
During the year ended June 30, 2020, we have incorporated as an investment property the building “Della Paolera” located in Catalinas District in Buenos Aires. It consists of 35,208 square meters of gross leasable area over 30 office floors and includes 316 parking spaces in 4 basements. On April 29, 2021, the Company inaugurated its newest office development in Buenos Aires, which was operational from December 2020. During the fiscal years 2023, 2022 and 2021, we sold and transferred floors of the building for a total area of approximately 9,500 sqm, 9,674 sqm and 2,369 sqm, respectively. As a subsequent event, on August 9, 2023 we sold and transferred one floor for a total leasable area of approximately 1,184 sqm and 10 parking lots located in the building. As of the date of this Annual Report, IRSA retains its rights for 4 floors of the building with an approximate leasable area of 4,937 sqm.
On July 15, 2020, we signed an agreement to sell a mid-rise floor with an area of approximately 1,063 sqm and 5 parking spaces of BankBoston Tower located at 265 Della Paolera in Catalinas district of Buenos Aires City. Likewise, on August 25, 2020, we sold and transferred 5 additional floors with a gross rental area of 6,235 sqm and 25 garages located in the building. On November 5, 2020, we signed a purchase and sale agreement with possession of 4 floors for a gross rental area of approximately 3,892 square meters and 15 parking lots located in the building, and on November 12, 2020, we have entered into a purchase and sale agreement with an unrelated third party pursuant to which it has sold 3 floors for a gross rental area of approximately 3,266 square meters, a commercial space located on the ground floor of approximately 225 square meters and 15 parking lots located in the building. After this transaction, IRSA has no remaining offices leasable area in the building.
| 115 |
| Table of Contents |
On July 30, 2020, we sold the entire “Bouchard 710” tower, located in Plaza Roma District of Buenos Aires City. The building has 15,014 sqm of gross leasable area 12 office floors and 116 parking spaces.
On April 19, 2022, we sold 100% of the “República” building, located next to the “Catalinas Norte” area in the City of Buenos Aires. The tower has 19,885 sqm of gross leasable area on 20 office floors and 178 parking spaces.
As a subsequent event, on July 24, 2023, we sold the “Suipacha 652/64” office building, located in the Microcentro district of the Autonomous City of Buenos Aires. The class B building, with 7 office floors and 62 parking lots, acquired by IRSA in 1991, has a gross leasable area of 11,465 sqm, which was vacant at the moment of the transaction.
Shopping malls
During the fiscal years ended June 30, 2023, 2022 and 2021, we maintained the same portfolio of operating shopping malls.
Business Segment Information
IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM. According to IFRS 8, the CODM represents a function whereby strategic decisions are made and resources are assigned. The CODM function is carried out by the President of the Company, Mr. Eduardo S. Elsztain.
Segment information is reported from the perspective of products and services, considering separately the various activities being developed, which represent reporting operating segments given the nature of its products, services, operations and risks.
After the merger of the Company with IRSA CP, the structure is made up of the following five segments: Shopping Malls, Offices, Hotels, Sales and development, and Others.
The “Offices and Other Rental Properties” segment is renamed “Offices” and will exclusively include the results from the company’s six office buildings. The other rental properties that were part of this segment were allocated to the “Sales and Developments” segment, which will include the results generated by these assets, as well as those from Land Reserves, Barter Agreements and Properties for Sale. Likewise, the “Others” segment is incorporated, which will group the results from investments in associates and foreign companies that were previously allocated in the “Corporate” and “International” segments. The “Shopping Malls” and “Hotels” segments did not undergo any changes.
| 116 |
| Table of Contents |
Below is the segment information which was prepared as follows:
The Company operates in the following segments:
| · | The “Shopping Malls” segment includes results principally consisting of lease and service revenues related to rental of commercial space and other spaces in the shopping malls of the Company. |
|
|
|
| · | The “Offices” segment includes the operating results from lease revenues of offices and other service revenues related to the office activities. |
|
|
|
| · | The “Sales and Developments” segment includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results and other rental spaces are also included. |
|
|
|
| · | The “Hotels” segment includes the operating results mainly consisting of room, catering and restaurant revenues. |
|
|
|
| · | The “Others” segment includes the entertainment activities through La Arena S.A., La Rural S.A. and Centro de Convenciones Buenos Aires (concession), We Are Appa investments in associates such as GCDI and the financial activities carried out through BHSA / BACS, as well as other investments in associates. |
The CODM periodically reviews the results and certain asset categories and assesses performance of operating segments based on a measure of profit or loss of the segment composed by the operating income plus the share of profit / (loss) of joint ventures and associates. The valuation criteria used in preparing this information are consistent with IFRS standards used for the preparation of our Audited Financial Statements, except for the following:
| · | Operating results from joint ventures are evaluated by the CODM applying proportional consolidation method. Under this method the profit/loss generated and assets are reported in the Statement of Income line-by-line based on the percentage held in joint ventures rather than in a single item as required by IFRS. Management believes that the proportional consolidation method provides more useful information to understand the business return. On the other hand, the investment in the joint venture La Rural S.A. is accounted for under the equity method since this method is considered to provide more accurate information in this case. |
|
|
|
| · | Operating results from Shopping Malls and Offices segments do not include the amounts pertaining to building administration expenses and FPC as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and FPC and recoverable expenses). |
The assets’ categories examined by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, right to receive future units under barter agreements, investment in associates and goodwill. The sum of these assets, classified by business segment, is reported under “assets by segment”. Assets are allocated to each segment based on the operations and/or their physical location.
Most revenue from its operating segments is derived from, and their assets are located in, Argentina, except for some share of profit / (loss) of associates included in the “Others” segment located in the United States.
Revenues for each reporting segment derive from a large and diverse client base and, therefore, there is no revenue concentration in any particular segment.
Until September 2020 we used to report our financial performance separately in two Operations Centers.
On September 25, 2020, the District Court in Tel-Aviv-Jaffa with competent jurisdiction decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed, therefore, the Company lost control on that date. For comparability purposes and as required by IFRS 5, the results of the Israel Operations Center have been reclassified to discontinued operations for all the years presented.
As of June 30, 2023, we no longer own any capital stock of IDBD while we have an investment in DIC that amounts to 1.5 million of shares representing 1.1% of its capital stock.
| 117 |
| Table of Contents |
However, as described in Note 1 to the Consolidated Financial Statements as of June 30, 2020, during September 2020 we lost control of IDBD and, then, have reclassified the results of the Israel Operations Center to discontinued operations. As a consequence of the situation described, from October 1, 2020, we report our financial performance through a single Operation Center. Segment information for the previous fiscal years has been recast for comparability purposes.
Below is a summary of the Company’s lines of business and a reconciliation between the results from operations as per segment information and the results from operations as per the Consolidated Statements of Income and Other Comprehensive Income for the years ended June 30, 2023, 2022 and 2021:
|
| June 30, 2023 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
|
| (in million of ARS) |
| |||||||||||||||||
Revenues |
|
| 72,303 |
|
|
| (453 | ) |
|
| 17,435 |
|
|
| - |
|
|
| 89,285 |
|
Costs |
|
| (13,251 | ) |
|
| 198 |
|
|
| (17,751 | ) |
|
| - |
|
|
| (30,804 | ) |
Gross profit / (loss) |
|
| 59,052 |
|
|
| (255 | ) |
|
| (316 | ) |
|
| - |
|
|
| 58,481 |
|
Net loss from fair value adjustment of investment properties |
|
| (51,180 | ) |
|
| 2,035 |
|
|
| - |
|
|
| - |
|
|
| (49,145 | ) |
General and administrative expenses |
|
| (23,888 | ) |
|
| 67 |
|
|
| - |
|
|
| 52 |
|
|
| (23,769 | ) |
Selling expenses |
|
| (4,538 | ) |
|
| 27 |
|
|
| - |
|
|
| - |
|
|
| (4,511 | ) |
Other operating results, net |
|
| (7,284 | ) |
|
| (25 | ) |
|
| 166 |
|
|
| (52 | ) |
|
| (7,195 | ) |
Loss from operations |
|
| (27,838 | ) |
|
| 1,849 |
|
|
| (150 | ) |
|
| - |
|
|
| (26,139 | ) |
Share of profit of associates and joint ventures |
|
| 3,889 |
|
|
| (1,267 | ) |
|
| - |
|
|
| - |
|
|
| 2,622 |
|
Segment loss |
|
| (23,949 | ) |
|
| 582 |
|
|
| (150 | ) |
|
| - |
|
|
| (23,517 | ) |
Reportable assets |
|
| 635,002 |
|
|
| (3,588 | ) |
|
| - |
|
|
| 80,198 |
|
|
| 711,612 |
|
Reportable liabilities (i) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (327,229 | ) |
|
| (327,229 | ) |
Net reportable assets |
|
| 635,002 |
|
|
| (3,588 | ) |
|
| - |
|
|
| (247,031 | ) |
|
| 384,383 |
|
|
| June 30, 2022 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
|
| (in million of ARS) |
| |||||||||||||||||
Revenues |
|
| 55,174 |
|
|
| (502 | ) |
|
| 14,496 |
|
|
| - |
|
|
| 69,168 |
|
Costs |
|
| (11,498 | ) |
|
| 196 |
|
|
| (14,817 | ) |
|
| - |
|
|
| (26,119 | ) |
Gross profit / (loss) |
|
| 43,676 |
|
|
| (306 | ) |
|
| (321 | ) |
|
| - |
|
|
| 43,049 |
|
Net gain / (loss) from fair value adjustment of investment properties |
|
| 26,576 |
|
|
| 2,851 |
|
|
| - |
|
|
| - |
|
|
| 29,427 |
|
General and administrative expenses |
|
| (11,484 | ) |
|
| 57 |
|
|
| - |
|
|
| 50 |
|
|
| (11,377 | ) |
Selling expenses |
|
| (4,834 | ) |
|
| 12 |
|
|
| - |
|
|
| - |
|
|
| (4,822 | ) |
Other operating results, net |
|
| 61 |
|
|
| - |
|
|
| 120 |
|
|
| (50 | ) |
|
| 131 |
|
Profit / (loss) from operations |
|
| 53,995 |
|
|
| 2,614 |
|
|
| (201 | ) |
|
| - |
|
|
| 56,408 |
|
Share of profit of associates and joint ventures |
|
| 1,005 |
|
|
| (1,769 | ) |
|
| - |
|
|
| - |
|
|
| (764 | ) |
Segment profit / (loss) |
|
| 55,000 |
|
|
| 845 |
|
|
| (201 | ) |
|
| - |
|
|
| 55,644 |
|
Reportable assets |
|
| 702,440 |
|
|
| (4,180 | ) |
|
| - |
|
|
| 105,407 |
|
|
| 803,667 |
|
Reportable liabilities (i) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (437,767 | ) |
|
| (437,767 | ) |
Net reportable assets |
|
| 702,440 |
|
|
| (4,180 | ) |
|
| - |
|
|
| (332,360 | ) |
|
| 365,900 |
|
| 118 |
| Table of Contents |
|
| June 30, 2021 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
|
| (in million of ARS) |
| |||||||||||||||||
Revenues |
|
| 35,754 |
|
|
| (179 | ) |
|
| 10,415 |
|
|
| (110 | ) |
|
| 45,880 |
|
Costs |
|
| (12,214 | ) |
|
| 247 |
|
|
| (11,237 | ) |
|
| - |
|
|
| (23,204 | ) |
Gross profit / (loss) |
|
| 23,540 |
|
|
| 68 |
|
|
| (822 | ) |
|
| (110 | ) |
|
| 22,676 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (27,040 | ) |
|
| (429 | ) |
|
| - |
|
|
| - |
|
|
| (27,469 | ) |
General and administrative expenses |
|
| (10,885 | ) |
|
| 48 |
|
|
| - |
|
|
| 170 |
|
|
| (10,667 | ) |
Selling expenses |
|
| (5,338 | ) |
|
| 71 |
|
|
| - |
|
|
| - |
|
|
| (5,267 | ) |
Other operating results, net |
|
| (551 | ) |
|
| (71 | ) |
|
| 378 |
|
|
| (60 | ) |
|
| (304 | ) |
(Loss) / profit from operations |
|
| (20,274 | ) |
|
| (313 | ) |
|
| (444 | ) |
|
| - |
|
|
| (21,031 | ) |
Share of (loss) / profit of associates and joint ventures |
|
| (14,102 | ) |
|
| (1,381 | ) |
|
| - |
|
|
| - |
|
|
| (15,483 | ) |
Segment (loss) / profit |
|
| (34,376 | ) |
|
| (1,694 | ) |
|
| (444 | ) |
|
| - |
|
|
| (36,514 | ) |
Reportable assets |
|
| 724,290 |
|
|
| (5,348 | ) |
|
| - |
|
|
| 68,624 |
|
|
| 787,566 |
|
Reportable liabilities (i) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (495,128 | ) |
|
| (495,128 | ) |
Net reportable assets |
|
| 724,290 |
|
|
| (5,348 | ) |
|
| - |
|
|
| (426,504 | ) |
|
| 292,438 |
|
(1) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
(2) | Includes deferred income tax assets, income tax and minimum presumed income tax credits, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements, net of investments in associates with negative equity which are included in provisions in the amount of ARS 1, ARS 17 and ARS 26, as of June 30, 2023, 2022 and 2021, respectively. |
(i) | The CODM centers the review on reportable assets. |
Below is a summarized analysis of the lines business for the fiscal years ended June 30, 2023, 2022 and 2021:
|
| June 30, 2023 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
|
| (in million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 47,438 |
|
|
| 4,584 |
|
|
| 4,382 |
|
|
| 14,964 |
|
|
| 935 |
|
|
| 72,303 |
|
Costs |
|
| (3,213 | ) |
|
| (379 | ) |
|
| (1,333 | ) |
|
| (7,580 | ) |
|
| (746 | ) |
|
| (13,251 | ) |
Gross profit |
|
| 44,225 |
|
|
| 4,205 |
|
|
| 3,049 |
|
|
| 7,384 |
|
|
| 189 |
|
|
| 59,052 |
|
Net loss from fair value adjustment of investment properties |
|
| (11,169 | ) |
|
| (4,546 | ) |
|
| (35,352 | ) |
|
| - |
|
|
| (113 | ) |
|
| (51,180 | ) |
General and administrative expenses |
|
| (6,682 | ) |
|
| (745 | ) |
|
| (2,560 | ) |
|
| (3,275 | ) |
|
| (10,626 | ) |
|
| (23,888 | ) |
Selling expenses |
|
| (2,168 | ) |
|
| (103 | ) |
|
| (1,123 | ) |
|
| (1,028 | ) |
|
| (116 | ) |
|
| (4,538 | ) |
Other operating results, net |
|
| (585 | ) |
|
| (69 | ) |
|
| (884 | ) |
|
| (143 | ) |
|
| (5,603 | ) |
|
| (7,284 | ) |
Profit / (loss) from operations |
|
| 23,621 |
|
|
| (1,258 | ) |
|
| (36,870 | ) |
|
| 2,938 |
|
|
| (16,269 | ) |
|
| (27,838 | ) |
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,889 |
|
|
| 3,889 |
|
Segment profit / (loss) |
|
| 23,621 |
|
|
| (1,258 | ) |
|
| (36,870 | ) |
|
| 2,938 |
|
|
| (12,380 | ) |
|
| (23,949 | ) |
Investment properties and trading properties |
|
| 186,816 |
|
|
| 120,482 |
|
|
| 279,821 |
|
|
| - |
|
|
| 804 |
|
|
| 587,923 |
|
Investment in associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 28,698 |
|
|
| 28,698 |
|
Other operating assets |
|
| 662 |
|
|
| 107 |
|
|
| 7,359 |
|
|
| 8,783 |
|
|
| 1,470 |
|
|
| 18,381 |
|
Reportable assets |
|
| 187,478 |
|
|
| 120,589 |
|
|
| 287,180 |
|
|
| 8,783 |
|
|
| 30,972 |
|
|
| 635,002 |
|
| (i) | Includes the result for the investment in GCDI and BHSA for ARS 137 million and ARS 3,083 million respectively, in the line “Share of profit of associates and joint ventures”. |
| 119 |
| Table of Contents |
From all the revenues corresponding to the segments, ARS 69,765 million originated in Argentina, and ARS 2,538 million in other countries, principally in Uruguay for ARS 2,516 million and USA for ARS 22 million. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets corresponding to the segments, ARS 631,211 million are located in Argentina and ARS 3,791 million in other countries, principally in the USA for ARS 528 million and Uruguay for ARS 3,244 million.
|
| June 30, 2022 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
|
| (in million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 37,369 |
|
|
| 6,556 |
|
|
| 1,608 |
|
|
| 9,270 |
|
|
| 371 |
|
|
| 55,174 |
|
Costs |
|
| (3,223 | ) |
|
| (632 | ) |
|
| (1,253 | ) |
|
| (5,295 | ) |
|
| (1,095 | ) |
|
| (11,498 | ) |
Gross profit / (loss) |
|
| 34,146 |
|
|
| 5,924 |
|
|
| 355 |
|
|
| 3,975 |
|
|
| (724 | ) |
|
| 43,676 |
|
Net gain / (loss) from fair value adjustment of investment properties |
|
| 1,192 |
|
|
| (11,622 | ) |
|
| 36,877 |
|
|
| - |
|
|
| 129 |
|
|
| 26,576 |
|
General and administrative expenses |
|
| (6,170 | ) |
|
| (735 | ) |
|
| (2,281 | ) |
|
| (1,574 | ) |
|
| (724 | ) |
|
| (11,484 | ) |
Selling expenses |
|
| (1,826 | ) |
|
| (168 | ) |
|
| (1,988 | ) |
|
| (733 | ) |
|
| (119 | ) |
|
| (4,834 | ) |
Other operating results, net |
|
| (306 | ) |
|
| (50 | ) |
|
| (103 | ) |
|
| (127 | ) |
|
| 647 |
|
|
| 61 |
|
Profit / (loss) from operations |
|
| 27,036 |
|
|
| (6,651 | ) |
|
| 32,860 |
|
|
| 1,541 |
|
|
| (791 | ) |
|
| 53,995 |
|
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,005 |
|
|
| 1,005 |
|
Segment profit / (loss) |
|
| 27,036 |
|
|
| (6,651 | ) |
|
| 32,860 |
|
|
| 1,541 |
|
|
| 214 |
|
|
| 55,000 |
|
Investment properties and trading properties |
|
| 197,838 |
|
|
| 147,020 |
|
|
| 307,225 |
|
|
| - |
|
|
| 927 |
|
|
| 653,010 |
|
Investment in associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 24,960 |
|
|
| 24,960 |
|
Other operating assets |
|
| 645 |
|
|
| 5,469 |
|
|
| 6,433 |
|
|
| 9,018 |
|
|
| 2,905 |
|
|
| 24,470 |
|
Reportable assets |
|
| 198,483 |
|
|
| 152,489 |
|
|
| 313,658 |
|
|
| 9,018 |
|
|
| 28,792 |
|
|
| 702,440 |
|
| (i) | Includes the result for the investment in GCDI and BHSA for ARS (1,537) million and ARS 1,882 million respectively, in the line “Share of profit of associates and joint ventures”. |
From all the revenues included in the segments ARS 55,143 million originated in Argentina and ARS 31 million originated in the USA. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets included in the segments, ARS 698,267 million are located in Argentina and ARS 4,174 million in other countries, principally in the USA for ARS 638 million and Uruguay for ARS 3,514 million.
|
| June 30, 2021 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
|
| (in million of ARS) |
| |||||||||||||||||||||
Revenues |
|
| 18,814 |
|
|
| 9,488 |
|
|
| 2,740 |
|
|
| 3,256 |
|
|
| 1,456 |
|
|
| 35,754 |
|
Costs |
|
| (3,079 | ) |
|
| (509 | ) |
|
| (2,973 | ) |
|
| (3,765 | ) |
|
| (1,888 | ) |
|
| (12,214 | ) |
Gross profit / (loss) |
|
| 15,735 |
|
|
| 8,979 |
|
|
| (233 | ) |
|
| (509 | ) |
|
| (432 | ) |
|
| 23,540 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (71,894 | ) |
|
| 19,592 |
|
|
| 25,131 |
|
|
| - |
|
|
| 131 |
|
|
| (27,040 | ) |
General and administrative expenses |
|
| (5,062 | ) |
|
| (1,478 | ) |
|
| (2,510 | ) |
|
| (1,506 | ) |
|
| (329 | ) |
|
| (10,885 | ) |
Selling expenses |
|
| (1,594 | ) |
|
| (661 | ) |
|
| (2,468 | ) |
|
| (498 | ) |
|
| (117 | ) |
|
| (5,338 | ) |
Other operating results, net |
|
| (445 | ) |
|
| (18 | ) |
|
| (18 | ) |
|
| (42 | ) |
|
| (28 | ) |
|
| (551 | ) |
(Loss) / profit from operations |
|
| (63,260 | ) |
|
| 26,414 |
|
|
| 19,902 |
|
|
| (2,555 | ) |
|
| (775 | ) |
|
| (20,274 | ) |
Share of loss of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| (57 | ) |
|
| - |
|
|
| (14,045 | ) |
|
| (14,102 | ) |
Segment (loss) / profit |
|
| (63,260 | ) |
|
| 26,414 |
|
|
| 19,845 |
|
|
| (2,555 | ) |
|
| (14,820 | ) |
|
| (34,376 | ) |
Investment properties and trading properties |
|
| 192,018 |
|
|
| 256,568 |
|
|
| 220,787 |
|
|
| - |
|
|
| 911 |
|
|
| 670,284 |
|
Investment in associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 31,495 |
|
|
| 31,495 |
|
Other operating assets |
|
| 941 |
|
|
| 3,963 |
|
|
| 7,052 |
|
|
| 9,202 |
|
|
| 1,353 |
|
|
| 22,511 |
|
Reportable assets |
|
| 192,959 |
|
|
| 260,531 |
|
|
| 227,839 |
|
|
| 9,202 |
|
|
| 33,759 |
|
|
| 724,290 |
|
| (i) | Includes the result for the investment in GCDI and BHSA for ARS (7,537) million and ARS (2,673) million respectively, in the line “Share of loss of associates and joint ventures”. |
From all the revenues corresponding included in the segments ARS 35,694 million are originated in Argentina and ARS 60 million are originated in the USA. No external client represents 10% or more of revenue of any of the reportable segments. From all of the assets included in the segments, ARS 708,964 million are located in Argentina and ARS 15,328 million in other countries, principally in the USA for ARS 12,271 million and Uruguay for ARS 3,165 million.
| 120 |
| Table of Contents |
Results of Operations for the fiscal years ended June 30, 2023 and 2022
Below is a summary of the operating segments by geography and a reconciliation between the total of the operating result according to the information by segments and the operating result according to the income statement for the years ended June 30, 2023 and 2022.
|
| Total Segment Information |
|
| Joint Ventures |
|
| Expenses and Collective Promotion Fund |
|
| Inter-segment eliminations and non-reportable assets / liabilities |
|
| Total income statement / statement of financial position |
| |||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
| |||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 72,303 |
|
|
| 55,174 |
|
|
| 17,129 |
|
|
| (453 | ) |
|
| (502 | ) |
|
| 49 |
|
|
| 17,435 |
|
|
| 14,496 |
|
|
| 2,939 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 89,285 |
|
|
| 69,168 |
|
|
| 20,117 |
|
Costs |
|
| (13,251 | ) |
|
| (11,498 | ) |
|
| (1,753 | ) |
|
| 198 |
|
|
| 196 |
|
|
| 2 |
|
|
| (17,751 | ) |
|
| (14,817 | ) |
|
| (2,934 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (30,804 | ) |
|
| (26,119 | ) |
|
| (4,685 | ) |
Gross profit / (loss) |
|
| 59,052 |
|
|
| 43,676 |
|
|
| 15,376 |
|
|
| (255 | ) |
|
| (306 | ) |
|
| 51 |
|
|
| (316 | ) |
|
| (321 | ) |
|
| 5 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 58,481 |
|
|
| 43,049 |
|
|
| 15,432 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (51,180 | ) |
|
| 26,576 |
|
|
| (77,756 | ) |
|
| 2,035 |
|
|
| 2,851 |
|
|
| (816 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (49,145 | ) |
|
| 29,427 |
|
|
| (78,572 | ) |
General and administrative expenses |
|
| (19,438 | ) |
|
| (11,484 | ) |
|
| (7,954 | ) |
|
| 67 |
|
|
| 57 |
|
|
| 10 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 52 |
|
|
| 50 |
|
|
| 2 |
|
|
| (19,319 | ) |
|
| (11,377 | ) |
|
| (7,942 | ) |
Selling expenses |
|
| (4,538 | ) |
|
| (4,834 | ) |
|
| 296 |
|
|
| 27 |
|
|
| 12 |
|
|
| 15 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,511 | ) |
|
| (4,822 | ) |
|
| 311 |
|
Other operating results, net |
|
| (7,284 | ) |
|
| 61 |
|
|
| (7,345 | ) |
|
| (25 | ) |
|
| - |
|
|
| (25 | ) |
|
| 166 |
|
|
| 120 |
|
|
| 46 |
|
|
| (52 | ) |
|
| (50 | ) |
|
| (2 | ) |
|
| (7,195 | ) |
|
| 131 |
|
|
| (7,326 | ) |
(Loss) / profit from operations |
|
| (23,388 | ) |
|
| 53,995 |
|
|
| (77,383 | ) |
|
| 1,849 |
|
|
| 2,614 |
|
|
| (765 | ) |
|
| (150 | ) |
|
| (201 | ) |
|
| 51 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (21,689 | ) |
|
| 56,408 |
|
|
| (78,097 | ) |
Share of profit / (loss) of associates and joint ventures |
|
| 3,889 |
|
|
| 1,005 |
|
|
| 2,884 |
|
|
| (1,267 | ) |
|
| (1,769 | ) |
|
| 502 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,622 |
|
|
| (764 | ) |
|
| 3,386 |
|
Segment (loss) / profit |
|
| (19,499 | ) |
|
| 55,000 |
|
|
| (74,499 | ) |
|
| 582 |
|
|
| 845 |
|
|
| (263 | ) |
|
| (150 | ) |
|
| (201 | ) |
|
| 51 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (19,067 | ) |
|
| 55,644 |
|
|
| (74,711 | ) |
Reportable assets |
|
| 635,002 |
|
|
| 702,440 |
|
|
| (67,438 | ) |
|
| (3,588 | ) |
|
| (4,180 | ) |
|
| 592 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 80,198 |
|
|
| 105,407 |
|
|
| (25,209 | ) |
|
| 711,612 |
|
|
| 803,667 |
|
|
| (92,055 | ) |
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (324,337 | ) |
|
| (437,767 | ) |
|
| 113,430 |
|
|
| (324,337 | ) |
|
| (437,767 | ) |
|
| 113,430 |
|
Net reportable assets |
|
| 635,002 |
|
|
| 702,440 |
|
|
| (67,438 | ) |
|
| (3,588 | ) |
|
| (4,180 | ) |
|
| 592 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (244,139 | ) |
|
| (332,360 | ) |
|
| 88,221 |
|
|
| 387,275 |
|
|
| 365,900 |
|
|
| 21,375 |
|
Below is a summary analysis of the operating segments by products and services for the years ended June 30, 2023 and 2022
|
| Shopping Malls |
|
| Offices |
|
| Sales and Developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
|
| 06.30.23 |
|
| 06.30.22 |
|
| Var. |
| ||||||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 47,438 |
|
|
| 37,369 |
|
|
| 10,069 |
|
|
| 4,584 |
|
|
| 6,556 |
|
|
| (1,972 | ) |
|
| 4,382 |
|
|
| 1,608 |
|
|
| 2,774 |
|
|
| 14,964 |
|
|
| 9,270 |
|
|
| 5,694 |
|
|
| 935 |
|
|
| 371 |
|
|
| 564 |
|
|
| 72,303 |
|
|
| 55,174 |
|
|
| 17,129 |
|
Costs |
|
| (3,213 | ) |
|
| (3,223 | ) |
|
| 10 |
|
|
| (379 | ) |
|
| (632 | ) |
|
| 253 |
|
|
| (1,333 | ) |
|
| (1,253 | ) |
|
| (80 | ) |
|
| (7,580 | ) |
|
| (5,295 | ) |
|
| (2,285 | ) |
|
| (746 | ) |
|
| (1,095 | ) |
|
| 349 |
|
|
| (13,251 | ) |
|
| (11,498 | ) |
|
| (1,753 | ) |
Gross profit / (loss) |
|
| 44,225 |
|
|
| 34,146 |
|
|
| 10,079 |
|
|
| 4,205 |
|
|
| 5,924 |
|
|
| (1,719 | ) |
|
| 3,049 |
|
|
| 355 |
|
|
| 2,694 |
|
|
| 7,384 |
|
|
| 3,975 |
|
|
| 3,409 |
|
|
| 189 |
|
|
| (724 | ) |
|
| 913 |
|
|
| 59,052 |
|
|
| 43,676 |
|
|
| 15,376 |
|
Net (loss) / gain from fair value adjustment of investment properties |
|
| (11,169 | ) |
|
| 1,192 |
|
|
| (12,361 | ) |
|
| (4,546 | ) |
|
| (11,622 | ) |
|
| 7,076 |
|
|
| (35,352 | ) |
|
| 36,877 |
|
|
| (72,229 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (113 | ) |
|
| 129 |
|
|
| (242 | ) |
|
| (51,180 | ) |
|
| 26,576 |
|
|
| (77,756 | ) |
General and administrative expenses |
|
| (6,682 | ) |
|
| (6,170 | ) |
|
| (512 | ) |
|
| (745 | ) |
|
| (735 | ) |
|
| (10 | ) |
|
| (2,560 | ) |
|
| (2,281 | ) |
|
| (279 | ) |
|
| (3,275 | ) |
|
| (1,574 | ) |
|
| (1,701 | ) |
|
| (6,176 | ) |
|
| (724 | ) |
|
| (5,452 | ) |
|
| (19,438 | ) |
|
| (11,484 | ) |
|
| (7,954 | ) |
Selling expenses |
|
| (2,168 | ) |
|
| (1,826 | ) |
|
| (342 | ) |
|
| (103 | ) |
|
| (168 | ) |
|
| 65 |
|
|
| (1,123 | ) |
|
| (1,988 | ) |
|
| 865 |
|
|
| (1,028 | ) |
|
| (733 | ) |
|
| (295 | ) |
|
| (116 | ) |
|
| (119 | ) |
|
| 3 |
|
|
| (4,538 | ) |
|
| (4,834 | ) |
|
| 296 |
|
Other operating results, net |
|
| (585 | ) |
|
| (306 | ) |
|
| (279 | ) |
|
| (69 | ) |
|
| (50 | ) |
|
| (19 | ) |
|
| (884 | ) |
|
| (103 | ) |
|
| (781 | ) |
|
| (143 | ) |
|
| (127 | ) |
|
| (16 | ) |
|
| (5,603 | ) |
|
| 647 |
|
|
| (6,250 | ) |
|
| (7,284 | ) |
|
| 61 |
|
|
| (7,345 | ) |
Profit / (loss) from operations |
|
| 23,621 |
|
|
| 27,036 |
|
|
| (3,415 | ) |
|
| (1,258 | ) |
|
| (6,651 | ) |
|
| 5,393 |
|
|
| (36,870 | ) |
|
| 32,860 |
|
|
| (69,730 | ) |
|
| 2,938 |
|
|
| 1,541 |
|
|
| 1,397 |
|
|
| (11,819 | ) |
|
| (791 | ) |
|
| (11,028 | ) |
|
| (23,388 | ) |
|
| 53,995 |
|
|
| (77,383 | ) |
Share of profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,889 |
|
|
| 1,005 |
|
|
| 2,884 |
|
|
| 3,889 |
|
|
| 1,005 |
|
|
| 2,884 |
|
Segment profit / (loss) |
|
| 23,621 |
|
|
| 27,036 |
|
|
| (3,415 | ) |
|
| (1,258 | ) |
|
| (6,651 | ) |
|
| 5,393 |
|
|
| (36,870 | ) |
|
| 32,860 |
|
|
| (69,730 | ) |
|
| 2,938 |
|
|
| 1,541 |
|
|
| 1,397 |
|
|
| (7,930 | ) |
|
| 214 |
|
|
| (8,144 | ) |
|
| (19,499 | ) |
|
| 55,000 |
|
|
| (74,499 | ) |
Reportable assets |
|
| 187,478 |
|
|
| 198,483 |
|
|
| (11,005 | ) |
|
| 120,589 |
|
|
| 152,489 |
|
|
| (31,900 | ) |
|
| 287,180 |
|
|
| 313,658 |
|
|
| (26,478 | ) |
|
| 8,783 |
|
|
| 9,018 |
|
|
| (235 | ) |
|
| 30,972 |
|
|
| 28,792 |
|
|
| 2,180 |
|
|
| 635,002 |
|
|
| 702,440 |
|
|
| (67,438 | ) |
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net reportable assets |
|
| 187,478 |
|
|
| 198,483 |
|
|
| (11,005 | ) |
|
| 120,589 |
|
|
| 152,489 |
|
|
| (31,900 | ) |
|
| 287,180 |
|
|
| 313,658 |
|
|
| (26,478 | ) |
|
| 8,783 |
|
|
| 9,018 |
|
|
| (235 | ) |
|
| 30,972 |
|
|
| 28,792 |
|
|
| 2,180 |
|
|
| 635,002 |
|
|
| 702,440 |
|
|
| (67,438 | ) |
| 121 |
| Table of Contents |
Revenues June 2023 vs June 2022
Shopping Malls. Revenues from the Shopping Malls segment increased by 26.9% from ARS 37,369 million during the fiscal year ended June 30, 2022, to ARS 47,438 million during the fiscal year ended June 30, 2023. This increase is due to the fact that, during the fiscal year ended June 30, 2022, although the shopping malls were open, a policy of support for tenants was maintained in all shopping malls. In addition, there were more vacancies, reduced opening hours and less public attendance in the fiscal year of 2022. In the fiscal year of 2023, the increase in rental income occurred mainly due to: (i) an increase of ARS 5,894 million in base rent revenue; (ii) an increase of ARS 1,494 million in contingent rent revenue; (iii) an ARS 979 million increase in admission rights; (iv) an ARS 852 million increase in revenue from parking; and (v) an ARS 606 million increase in the revenue from averaging of scheduled rent escalation.
Offices. Revenues from the Offices segment decreased by 30.1% from ARS 6,556 million during the fiscal year ended June 30, 2022, to ARS 4,584 million during the fiscal year ended June 30, 2023. This variation is mainly explained by a decrease in revenue from leases by 28.8% from ARS 6,411 million during the fiscal year ended June 30, 2022 to ARS 4,563 million during the fiscal year ended June 30, 2023 mainly as a result of lower rental income due to the sale of the República building in April 2022 and the sale of floors in the tower “261 Della Paolera” (located in the Catalinas neighbourhood of the Autonomous City of Buenos Aires). There is also a drop in the rate in real terms as the inflation rate was higher than the exchange rate variation.
Sales and Developments. Revenues from the Sales and Developments segment recorded a 172.5% increase from ARS 1,608 million during the fiscal year ended June 30, 2022, to ARS 4,382 million during the fiscal year ended June 30, 2023. This segment often varies significantly from period to period due to the non-recurrence of different sales transactions carried out by the Company over time.
Hotels. Revenues from our Hotels segment increased by 61.4% from ARS 9,270 million during the fiscal year ended June 30, 2022, to ARS 14,964 million during the fiscal year ended June 30, 2023, mainly due to higher occupancy with the consequent increase in revenues. The Hotel Llao Llao, and Libertador reached the pre-pandemic occupancy levels in the fiscal year of 2023.
Others. Revenues from the Others segment increased by 152.0% from ARS 371 million during the fiscal year ended June 30, 2022, to ARS 935 million during the fiscal year ended June 30, 2023, mainly due to the greater number of congresses and fairs held at the Buenos Aires Convention Centre (LA RURAL S.A. - OFC S.R.L. - OGDEN S.A - ENTRETENIMIENTO UNIVERSAL S.A. - Unión transitoria - (administrator of the Convention and Exhibition Centre of the City of Buenos Aires)) and the fee charged by We Are APPA for the services of the APPA application for promotions and actions of the Shopping Malls.
Costs 2023 vs 2022
Shopping Malls. Costs associated with the Shopping Malls segment decreased by 0.3%, from ARS 3,223 million during the fiscal year ended June 30, 2022, to ARS 3,213 million during the fiscal year ended June 30, 2023, mainly due to: (i) a decrease in leases and expenses of ARS 480 million; partially offset by: (ii) an increase in maintenance, security, cleaning, repairs and other expenses of ARS 275 million and (iii) an increase in salaries, social security charges and other personnel administrative expenses of ARS 170 million. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, decreased from 8.6% during the fiscal year ended June 30, 2022, to 6.8% during the fiscal year ended June 30, 2023.
Offices. Costs associated with the Offices segment decreased by 40.0%, from ARS 632 million during the fiscal year ended June 30, 2022, to ARS 379 million during the fiscal year ended June 30, 2023, mainly due to (i) a decrease in leases and expenses of ARS 117 million; (ii) a decrease in amortization and depreciation charges of ARS 81 million; and (iii) a decrease in taxes, rates and contributions of ARS 61 million. Costs associated with the Offices segment, measured as a percentage of the revenues from this segment, decreased from 9.6% during the fiscal year ended June 30, 2022, to 8.3% during the fiscal year ended June 30, 2023.
| 122 |
| Table of Contents |
Sales and Developments. Costs associated with our Sales and Developments segment recorded a 6.4% increase from ARS 1,253 million during the fiscal year ended June 30, 2022, to ARS 1,333 million during the fiscal year ended June 30, 2023 mainly due to (i) an increase of ARS 178 million in the cost of sale of goods and services which correspond to the barter agreement of “Lot 16” located in the province of Córdoba (Argentina), the sale of 2 units of Tower 1 of Carrasco Boating (Montevideo, Uruguay), the sale of a plot of land by Zetol S.A. (Canelones, Uruguay), and the barter agreement entered into with Abasto Twins S.A. (Buenos Aires, Argentina); partially offset by: (ii) an ARS 46 million decrease in fees and compensation services; and (iii) a decrease in leases and expenses of ARS 41 million. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 77.9% during the fiscal year ended June 30, 2022, to 30.4% during the fiscal year ended June 30, 2023.
Hotels. Costs in the Hotels segment increased by 43.2%, from ARS 5,295 million during the fiscal year ended June 30, 2022, to ARS 7,580 million during the fiscal year ended June 30, 2023, mainly as a result of (i) an ARS 1,555 million increase in the costs of salaries, social security and other personnel expenses; (ii) an ARS 523 million increase in food, beverages and other hotel expenses; and (iii) an ARS 184 million increase in traveling, transportation and stationery. Costs in the Hotels segment, measured as a percentage of revenues from this segment, decreased from 57.1% during the fiscal year ended June 30, 2022, to 50.7% during the fiscal year ended June 30, 2023.
Others. Costs in the Others segment decreased by 31.9%, from ARS 1,095 million during the fiscal year ended June 30, 2022, to ARS 746 million during the fiscal year ended June 30, 2023, mainly as a result of (i) a decrease in the costs of salaries, social security and other personnel expenses of ARS 283 million; (ii) a decrease in fees and compensation for services of ARS 115 million; (iii) a decrease in taxes, rates and contributions of ARS 23 million; partially offset by: (iv) an increase in amortization and depreciation charges of ARS 80 million.
Gross profit 2023 vs 2022
Shopping Malls. Gross profit from the Shopping Malls segment increased by 29.5%, from a profit of ARS 34,146 million during the fiscal year ended June 30, 2022, to an ARS 44,225 million profit during the fiscal year ended June 30, 2023, mainly as a result of increased revenues and higher public attendance in shopping malls. Gross profit from the Shopping Malls segment, measured as a percentage of revenues from this segment, increased from 91.4% positive during the fiscal year ended June 30, 2022, to 93.2% positive during the fiscal year ended June 30, 2023.
Offices. Gross profit from the Offices segment decreased by 29.0%, from a profit of ARS 5,924 million during the fiscal year ended June 30, 2022, to an ARS 4,205 million profit during the fiscal year ended June 30, 2023. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, increased from 90.4% positive during the fiscal year ended June 30, 2022, to 91.7% positive during the fiscal year ended June 30, 2023.
Sales and developments. Gross profit from the Sales and Developments segment increased by 758.9%, from a profit of ARS 355 million during the fiscal year ended June 30, 2022, to an ARS 3,049 million profit during the fiscal year ended June 30, 2023. Gross profit from the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 22.1% positive during the fiscal year ended June 30, 2022, to 69.6% positive during the fiscal year ended June 30, 2023.
Hotels. Gross profit from the Hotels segment increased by 85.8%, from a profit of ARS 3,975 million during the fiscal year ended June 30, 2022, to an ARS 7,384 million profit during the fiscal year ended June 30, 2023. Gross profit from the Hotels segment, measured as a percentage of revenues from this segment, increased from 42.9% positive during the fiscal year ended June 30, 2022, to 49.3% positive during the fiscal year ended June 30, 2023.
| 123 |
| Table of Contents |
Others. Gross profit / (loss) from the Others segment increased by 126.1%, from a loss of ARS 724 million during the fiscal year ended June 30, 2022, to an ARS 189 million profit during the fiscal year ended June 30, 2023. Gross profit / (loss) from the Others segment, measured as a percentage of revenues from this segment, increased from 195.1% negative during the fiscal year ended June 30, 2022, to 20.2% positive during the fiscal year ended June 30, 2023.
Net (loss) / gain from fair value adjustment of investment properties 2023 vs 2022
Total consolidated net (loss) / gain from fair value adjustment of investment properties, according to the income statement, decreased by ARS 78,572 million, from a net gain of ARS 29,427 million during the fiscal year ended June 30, 2022, to a net loss of ARS 49,145 million during the fiscal year ended June 30, 2023.
According to information by segments, the net (loss) / gain from fair value adjustment of investment properties went from a gain of ARS 26,576 million (out of which an ARS 1,192 million gain derives from our Shopping Malls segment; an ARS 11,622 million loss from our Offices segment; an ARS 36,877 million gain from our Sales and Developments segment and an ARS 129 million gain from our Others segment) during the fiscal year ended June 30, 2022, to a loss of ARS 51,180 million during the fiscal year ended June 30, 2023 (out of which an ARS 11,169 million loss derives from our Shopping Malls segment; an ARS 4,546 million loss from our Offices segment; an ARS 35,352 million loss from our Sales and Developments segment and an ARS 113 million loss from our Others segment).
The net impact in the Peso values of our shopping malls was primarily a consequence of: (i) an improvement in the estimate of the perpetual dollar discount rate, and (ii) more favorable macroeconomic projections in relation to the projected real exchange rate, (iii) this was partially offset by the moderation of the projected growth rate of some shopping malls.
The offices market in Argentina is a liquid market, in which a great number of counterparties participate carrying out sale-purchase transactions. This situation results in significant and representative sale-purchase prices. Furthermore, lease agreements are denominated in U.S. dollars and are usually executed for three-year terms, hence this business produces stable cash flows in U.S. dollars. We use the Market Approach method to determine the fair value of our Offices and Sales and developments segment, the value per sqm, being the most representative measurement. The variation in the net loss from fair value adjustment of investment properties in the Offices and Sales and Developments segment was mainly due to the decrease in real terms of the exchange rate used, from the sales of Catalinas building’s floors during the fiscal year ended 2023 and the revaluation of Costa Urbana in the fiscal year ended 2022.
General and administrative expenses 2023 vs 2022
Shopping Malls. General and administrative expenses of Shopping Malls increased by 8.3%, from ARS 6,170 million during the fiscal year ended June 30, 2022, to ARS 6,682 million during the fiscal year ended June 30, 2023, mainly due to: (i) an increase of ARS 378 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase of ARS 250 million in fees payable to directors; and (iii) an increase in bank expense of ARS 27 million; partially offset by: (iv) a decrease of ARS 67 million in maintenance, security, cleaning, repairs and other expenses; (v) a decrease in traveling, transportation and stationery of ARS 33 million; and (vi) a decrease in amortization and depreciation charges of ARS 28 million. General and administrative expenses, measured as a percentage of revenues from such segments, decreased from 16.5% during the fiscal year ended June 30, 2022, to 14.1% during the fiscal year ended June 30, 2023. The variation is mainly explained by the increase in salaries. Unlike previous years, salary updates were given to employees in June 2023, which also had an impact on the bonuses provided.
| 124 |
| Table of Contents |
Offices. General and administrative expenses of our Offices segment increased by 1.4%, from ARS 735 million during the fiscal year ended June 30, 2022, to ARS 745 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase of ARS 53 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase in fees payable to directors of ARS 34 million; partially offset by: (iii) a decrease in amortization and depreciation charges of ARS 72 million. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 11.2% during the fiscal year ended June 30, 2022, to 16.3% during the fiscal year ended June 30, 2023. The variation is mainly explained by the increase in salaries. Unlike previous years, salary updates were given to employees in June 2023, which also had an impact on the bonuses provided.
Sales and Developments. General and administrative expenses associated with our Sales and Developments segment increased by 12.2%, from ARS 2,281 million during the fiscal year ended June 30, 2022, to ARS 2,560 million during the fiscal year ended June 30, 2023. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 141.9% during the fiscal year ended June 30, 2022, to 58.4% during the fiscal year ended June 30, 2023.
Hotels. General and administrative expenses associated with our Hotels segment increased by 108.1%, from ARS 1,574 million during the fiscal year ended June 30, 2022, to ARS 3,275 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an ARS 848 million increase in fees payable to directors; (ii) an ARS 384 million increase in fees and compensation for services; and (iii) an ARS 237 million increase in taxes, rates and contributions; (iv) an ARS 150 million increase in salaries, social security charges and other personnel administrative expenses; and (v) an ARS 61 million increase in maintenance, security, cleaning, repairs and other expenses. General and administrative expenses, measured as a percentage of revenues from this segment, increased from 17.0% during the fiscal year ended June 30, 2022, to 21.9% during the fiscal year ended June 30, 2023.
Others. General and administrative expenses associated with our Others segment increased by 753.0%, from ARS 724 million during the fiscal year ended June 30, 2022, to ARS 6,176 million during the fiscal year ended June 30, 2023, mainly due to (i) an increase of ARS 4,992 million in payable to directors; (ii) an ARS 522 million increase in salaries, social security charges and other personnel administrative expenses; (iii) an ARS 68 million increase in maintenance, security, cleaning, repairs and other expenses; partially offset by: (iv) a decrease of ARS 113 million in taxes, rates and contributions.
Selling expenses 2023 vs 2022
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 18.7%, from ARS 1,826 million during the fiscal year ended June 30, 2022, to ARS 2,168 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase in the charge of taxes, rates and contributions of ARS 222 million; ii) an increase in the salaries, social security charges and other personnel administrative expenses of ARS 186 million; (iii) an increase in the charge of doubtful accounts of ARS 155 million; partially offset by: (iv) a decrease in the charge of publicity, advertising and other commercial expenses of ARS 227 million. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, decreased from 4.9% during the fiscal year ended June 30, 2022, to 4.6% during the fiscal year ended June 30, 2023.
Offices. Selling expenses associated with our Offices segment decreased by 38.7%, from ARS 168 million during the fiscal year ended June 30, 2022, to ARS 103 million during the fiscal year ended June 30, 2023. Such variation was mainly generated as a result of: (i) an ARS 69 million decrease in the charge of taxes, rates and contributions; (ii) a decrease in the charge of publicity, advertising and other commercial expenses of ARS 24 million; partially offset by: (iii) an ARS 21 million increase in salaries, social security and other personnel administrative expenses and (iv) a decrease in the charge of doubtful accounts of ARS 10 million. Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, decreased from 2.6% during the fiscal year ended June 30, 2022, to 2.2% during the fiscal year ended June 30, 2023.
Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 43.5%, from ARS 1,988 million during the fiscal year ended June 30, 2022, to ARS 1,123 million during the fiscal year ended June 30, 2023. Such variation was mainly generated by: (i) an ARS 603 million decrease in the charge of taxes, rates and contributions; and (ii) a decrease of ARS 263 million in fees and compensation for services. Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 123.6% during the fiscal year ended June 30, 2022, to 25.6% during the fiscal year ended June 30, 2023.
| 125 |
| Table of Contents |
Hotels. Selling expenses associated with our Hotels segment increased by 40.2%, from ARS 733 million during the fiscal year ended June 30, 2022, to ARS 1,028 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an ARS 106 million increase in fees and compensation for services; (ii) an ARS 83 million increase in salaries, social security and other personnel administrative expenses; (iii) an ARS 78 million increase in taxes, rates and contributions; and (iv) an ARS 12 million increase in publicity, advertising and other commercial expenses. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, decreased from 7.9% during the fiscal year ended June 30, 2022, to 6.9% during the fiscal year ended June 30, 2023.
Others. Selling expenses associated with our Others segment decreased by 2.5%, from ARS 119 million during the fiscal year ended June 30, 2022, to ARS 116 million during the fiscal year ended June 30, 2023. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, decreased from 32.1% during the fiscal year ended June 30, 2022, to 12.4% during the fiscal year ended June 30, 2023.
Other operating results, net 2023 vs 2022
Shopping Malls. Other operating results, net associated with our Shopping Malls segment decreased by 91.2%, from a net loss of ARS 306 million during the fiscal year ended June 30, 2022, to a net loss of ARS 585 million during the fiscal year ended June 30, 2023, mainly as a result of: (i) an increase of ARS 542 million in the loss for lawsuits; (ii) an increase of ARS 58 million in donations, partially offset by; (iii) an increase of ARS 342 million in interest and allowance generated by operating credits. Other operating results, net, from this segment, as a percentage of revenues from this segment, increased from 0.8% negative during the fiscal year ended June 30, 2022, to 1.2% negative during the fiscal year ended June 30, 2023.
Offices. Other operating results, net associated with our Offices segment decreased by 38.0%, from a net loss of ARS 50 million during the fiscal year ended June 30, 2022, to a net loss of ARS 69 million during the fiscal year ended June 30, 2023, mainly as a consequence of (i) an increase of ARS 29 million in the loss for lawsuits; partially offset by: (ii) a decrease of ARS 6 million in donations. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 0.8% negative during the fiscal year ended June 30, 2022, to 1.5% negative during the fiscal year ended June 30, 2023.
Sales and Developments. Other operating results, net associated with our Sales and Developments segment decreased by 758.3%, from a net loss of ARS 103 million during the fiscal year ended June 30, 2022, to a net loss of ARS 884 million during the fiscal year ended June 30, 2023, mainly due to (i) a loss from disposal of property, plant and equipment for ARS 684 million which corresponds to the sale of the 8th floor of the tower “261 Della Paolera” (located in the Catalinas neighborhood of the Autonomous City of Buenos Aires) occupied by IRSA; and (ii) a credit for the late payment penalty in the barter agreement with Fideicomiso Esquina Güemes for ARS 138 million. Other operating results, net from this segment, as a percentage of the revenues of this segment, increased from 6.4% negative during the fiscal year ended June 30, 2022, to 20.2% negative during the fiscal year ended June 30, 2023.
Hotels. Other operating results, net associated with the Hotels segment decreased by 12.6%, from a net loss of ARS 127 million during the fiscal year ended June 30, 2022, to a net loss of ARS 143 million during the fiscal year ended June 30, 2023, mainly due to lower revenues in other operating income of ARS 18 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, decreased from 1.4% negative during the fiscal year ended June 30, 2022, to 1.0% negative during the fiscal year ended June 30, 2023.
Others. Other operating results, net associated with the Others segment decreased by 966.0%, from a net profit of ARS 647 million during the fiscal year ended June 30, 2022, to a net loss of ARS 5,603 million during the fiscal year ended June 30, 2023, mainly due to (i) an increase in the loss for lawsuits for ARS 6,318 million due to the constitution of a provision for the IDBD lawsuit; and (ii) a lower income from the royalty corresponding to La Rural S.A.; partially offset by (iii) the realization of currency translation adjustment due to the liquidation of Condor, Real Estate Investment Group VII LP and Jiwin S.A. generating a positive result of ARS 428 million. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 174.4% positive during the fiscal year ended June 30, 2022, to 599.3% negative during the fiscal year ended June 30, 2023.
| 126 |
| Table of Contents |
Operating results 2023 vs 2022
Shopping Malls. Operating results associated with the Shopping Malls segment decreased by 12.6%, from a net profit of ARS 27,036 million during the fiscal year ended June 30, 2022, to a net profit of ARS 23,621 million during the fiscal year ended June 30, 2023.
Offices. Operating results associated with our Offices segment increased by 81.1%, from a net loss of ARS 6,651 million during the fiscal year ended June 30, 2022, a net loss of ARS 1,258 million during the fiscal year ended June 30, 2023. Such variation was mainly due to an ARS 7,076 million decrease in the loss from fair value adjustments of investment properties. Operating results associated with the Offices segment, as a percentage of revenues from such segments, decreased from 101.4% negative during the fiscal year ended June 30, 2022, to 27.4% negative during the fiscal year ended June 30, 2023.
Sales and Developments. Operating results associated with our Sales and Developments segment decreased by 212.2%, from a net profit of ARS 32,860 million during the fiscal year ended June 30, 2022, to a net loss of ARS 36,870 million during the fiscal year ended June 30, 2023. Such decrease is mainly due to the (loss) / gain from fair value adjustments of investment properties. Operating results associated with the Sales and Developments segment, as a percentage of revenues from this segment, decreased from 2,043.5% positive during the fiscal year ended June 30, 2022, to 841.4% negative during the fiscal year ended June 30, 2023.
Hotels. Operating results associated with the Hotels segment increased by 90.7%, from a net profit of ARS 1,541 million during the fiscal year ended June 30, 2022, to a net profit of ARS 2,938 million during the fiscal year ended June 30, 2023. Such increase is mainly due to a higher occupancy with a consequent increase in revenues, reaching, for the most part, pre-pandemic occupancy levels. Operating results associated with the Hotels segments, as a percentage of revenues from such segment, increased from 16.6% positive during the fiscal year ended June 30, 2022, to 19.6% positive during the fiscal year ended June 30, 2023.
Others. Operating results associated with the Others segment decreased from a net loss of ARS 791 million during the fiscal year ended June 30, 2022, to a net loss of ARS 11,819 million during the fiscal year ended June 30, 2023. Such decrease is mainly due to the increase in administrative expenses and a negative result in other operating results, net.
Share of profit / (loss) of associates and joint ventures 2023 vs 2022
The share of profit / (loss) of associates and joint ventures, according to the income statement, increased by 443.2%, from a net loss of ARS 764 million during the fiscal year ended June 30, 2022 to a net profit of ARS 2,622 million during the fiscal year ended June 30, 2023, mainly due to the positive results from the Others segment.
Also, the net share of loss of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest S.A. and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 28.4% increase, from a loss of ARS 1,769 million during the fiscal year ended June 30, 2022, to a loss of ARS 1,267 million during the fiscal year ended June 30, 2023, mainly due to results from the joint venture Quality Invest S.A., mainly attributable to the (loss) / gain from fair value adjustments of investment properties.
Shopping Malls. In the information by segments, the share of profit / (loss) of the joint venture Nuevo Puerto Santa Fe S.A. is recorded on a consolidated basis, line by line in this segment.
Offices. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
| 127 |
| Table of Contents |
Sales and Developments. The share of profit / (loss) of the joint ventures Quality Invest S.A., Cyrsa S.A. and Puerto Retiro S.A is recorded on a consolidated basis, line by line.
Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Other. The share of profit of associates from the Others segment increased by 287.0%, from a net profit of ARS 1,005 million during the fiscal year ended June 30, 2022, to a net profit of ARS 3,889 million during the fiscal year ended June 30, 2023, mainly as a result of the variation from our investments in GCDI by ARS 1,674 million positive, Banco Hipotecario by ARS 1,200 positive partially offset by our investment in Condor by ARS 838 million negative.
Financial results, net
The financial results went from a profit of ARS 25,549 million during the fiscal year ended June 30, 2022 to a profit of ARS 15,536 million during the fiscal year ended June 30, 2023. This variation is mainly attributable to less gain due to exchange rate differences, which was partially offset by the inflation adjustment, fair value gains on financial assets and liabilities at fair value through profit or loss, and reduced interest expenses.
Income Tax
The Company applies the deferred tax method to calculate the income tax for the reported years, thus recognizing temporary differences as tax assets and liabilities. The income tax charge went from a loss of ARS 5,971 million during the fiscal year ended June 30, 2022, to a profit of ARS 64,517 million during the fiscal year ended June 30, 2023. During the current year, the Company determined it was appropriate to reverse the provision for the income tax registered as of June 30, 2022 and 2021 for ARS 13,979 million, the provisioned interest accounted at the closing of the Annual Financial Statements for ARS 366 million and register in the deferred income tax, the updating of the remaining losses. In addition, for the year ended June 30, 2023, IRSA applied the systemic and integral inflation adjustment criteria as the restatement of its accumulated losses. See Note 21 to the Consolidated Financial Statements for more information.
Profit for the year
As a result of the factors described above, the profit for the year went from a profit of ARS 75,222 million during the fiscal year ended June 30, 2022, to a profit of ARS 60,986 million during the fiscal year ended June 30, 2023.
| 128 |
| Table of Contents |
Results of Operations for the fiscal years ended June 30, 2022 and 2021
Below is a summary of the operating segments by geography and a reconciliation between the total of the operating result according to the information by segments and the operating result according to the income statement for the years ended June 30, 2022 and 2021.
|
| Total Segment Information |
|
| Joint Ventures |
|
| Expenses and Collective Promotion Fund |
|
| Inter-segment eliminations and non-reportable assets / liabilities |
|
| Total income statement / statement of financial position |
| |||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
| |||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 55,174 |
|
|
| 35,754 |
|
|
| 19,420 |
|
|
| (502 | ) |
|
| (179 | ) |
|
| (323 | ) |
|
| 14,496 |
|
|
| 10,415 |
|
|
| 4,081 |
|
|
| - |
|
|
| (110 | ) |
|
| 110 |
|
|
| 69,168 |
|
|
| 45,880 |
|
|
| 23,288 |
|
Costs |
|
| (11,498 | ) |
|
| (12,214 | ) |
|
| 716 |
|
|
| 196 |
|
|
| 247 |
|
|
| (51 | ) |
|
| (14,817 | ) |
|
| (11,237 | ) |
|
| (3,580 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (26,119 | ) |
|
| (23,204 | ) |
|
| (2,915 | ) |
Gross profit / (loss) |
|
| 43,676 |
|
|
| 23,540 |
|
|
| 20,136 |
|
|
| (306 | ) |
|
| 68 |
|
|
| (374 | ) |
|
| (321 | ) |
|
| (822 | ) |
|
| 501 |
|
|
| - |
|
|
| (110 | ) |
|
| 110 |
|
|
| 43,049 |
|
|
| 22,676 |
|
|
| 20,373 |
|
Net gain / (loss) from fair value adjustment of investment properties |
|
| 26,576 |
|
|
| (27,040 | ) |
|
| 53,616 |
|
|
| 2,851 |
|
|
| (429 | ) |
|
| 3,280 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 29,427 |
|
|
| (27,469 | ) |
|
| 56,896 |
|
General and administrative expenses |
|
| (11,484 | ) |
|
| (10,885 | ) |
|
| (599 | ) |
|
| 57 |
|
|
| 48 |
|
|
| 9 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 50 |
|
|
| 170 |
|
|
| (120 | ) |
|
| (11,377 | ) |
|
| (10,667 | ) |
|
| (710 | ) |
Selling expenses |
|
| (4,834 | ) |
|
| (5,338 | ) |
|
| 504 |
|
|
| 12 |
|
|
| 71 |
|
|
| (59 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,822 | ) |
|
| (5,267 | ) |
|
| 445 |
|
Other operating results, net |
|
| 61 |
|
|
| (551 | ) |
|
| 612 |
|
|
| - |
|
|
| (71 | ) |
|
| 71 |
|
|
| 120 |
|
|
| 378 |
|
|
| (258 | ) |
|
| (50 | ) |
|
| (60 | ) |
|
| 10 |
|
|
| 131 |
|
|
| (304 | ) |
|
| 435 |
|
Profit / (loss) from operations |
|
| 53,995 |
|
|
| (20,274 | ) |
|
| 74,269 |
|
|
| 2,614 |
|
|
| (313 | ) |
|
| 2,927 |
|
|
| (201 | ) |
|
| (444 | ) |
|
| 243 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 56,408 |
|
|
| (21,031 | ) |
|
| 77,439 |
|
Share of profit / (loss) of associates and joint ventures |
|
| 1,005 |
|
|
| (14,102 | ) |
|
| 15,107 |
|
|
| (1,769 | ) |
|
| (1,381 | ) |
|
| (388 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (764 | ) |
|
| (15,483 | ) |
|
| 14,719 |
|
Segment profit / (loss) |
|
| 55,000 |
|
|
| (34,376 | ) |
|
| 89,376 |
|
|
| 845 |
|
|
| (1,694 | ) |
|
| 2,539 |
|
|
| (201 | ) |
|
| (444 | ) |
|
| 243 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 55,644 |
|
|
| (36,514 | ) |
|
| 92,158 |
|
Reportable assets |
|
| 702,440 |
|
|
| 724,290 |
|
|
| (21,850 | ) |
|
| (4,180 | ) |
|
| (5,348 | ) |
|
| 1,168 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 105,407 |
|
|
| 68,624 |
|
|
| 36,783 |
|
|
| 803,667 |
|
|
| 787,566 |
|
|
| 16,101 |
|
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (437,769 | ) |
|
| (495,128 | ) |
|
| 57,359 |
|
|
| (437,769 | ) |
|
| (495,128 | ) |
|
| 57,359 |
|
Net reportable assets |
|
| 702,440 |
|
|
| 724,290 |
|
|
| (21,850 | ) |
|
| (4,180 | ) |
|
| (5,348 | ) |
|
| 1,168 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (332,362 | ) |
|
| (426,504 | ) |
|
| 94,142 |
|
|
| 365,898 |
|
|
| 292,438 |
|
|
| 73,460 |
|
Below is a summary analysis of the operating segments by products and services for the years ended June 30, 2022 and 2021.
|
| Shopping Malls |
|
| Offices |
|
| Sales and Developments |
|
| Hotels |
|
| Others |
|
| Total |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
|
| 06.30.22 |
|
| 06.30.21 |
|
| Var. |
| ||||||||||||||||||
|
| (in Million ARS) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
|
| 37,369 |
|
|
| 18,814 |
|
|
| 18,555 |
|
|
| 6,556 |
|
|
| 9,488 |
|
|
| (2,932 | ) |
|
| 1,608 |
|
|
| 2,740 |
|
|
| (1,132 | ) |
|
| 9,270 |
|
|
| 3,256 |
|
|
| 6,014 |
|
|
| 371 |
|
|
| 1,456 |
|
|
| (1,085 | ) |
|
| 55,174 |
|
|
| 35,754 |
|
|
| 19,420 |
|
Costs |
|
| (3,223 | ) |
|
| (3,079 | ) |
|
| (144 | ) |
|
| (632 | ) |
|
| (509 | ) |
|
| (123 | ) |
|
| (1,253 | ) |
|
| (2,973 | ) |
|
| 1,720 |
|
|
| (5,295 | ) |
|
| (3,765 | ) |
|
| (1,530 | ) |
|
| (1,095 | ) |
|
| (1,888 | ) |
|
| 793 |
|
|
| (11,498 | ) |
|
| (12,214 | ) |
|
| 716 |
|
Gross profit / (loss) |
|
| 34,146 |
|
|
| 15,735 |
|
|
| 18,411 |
|
|
| 5,924 |
|
|
| 8,979 |
|
|
| (3,055 | ) |
|
| 355 |
|
|
| (233 | ) |
|
| 588 |
|
|
| 3,975 |
|
|
| (509 | ) |
|
| 4,484 |
|
|
| (724 | ) |
|
| (432 | ) |
|
| (292 | ) |
|
| 43,676 |
|
|
| 23,540 |
|
|
| 20,136 |
|
Net gain / (loss) from fair value adjustment of investment properties |
|
| 1,192 |
|
|
| (71,894 | ) |
|
| 73,086 |
|
|
| (11,622 | ) |
|
| 19,592 |
|
|
| (31,214 | ) |
|
| 36,877 |
|
|
| 25,131 |
|
|
| 11,746 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 129 |
|
|
| 131 |
|
|
| (2 | ) |
|
| 26,576 |
|
|
| (27,040 | ) |
|
| 53,616 |
|
General and administrative expenses |
|
| (6,170 | ) |
|
| (5,062 | ) |
|
| (1,108 | ) |
|
| (735 | ) |
|
| (1,478 | ) |
|
| 743 |
|
|
| (2,281 | ) |
|
| (2,510 | ) |
|
| 229 |
|
|
| (1,574 | ) |
|
| (1,506 | ) |
|
| (68 | ) |
|
| (724 | ) |
|
| (329 | ) |
|
| (395 | ) |
|
| (11,484 | ) |
|
| (10,885 | ) |
|
| (599 | ) |
Selling expenses |
|
| (1,826 | ) |
|
| (1,594 | ) |
|
| (232 | ) |
|
| (168 | ) |
|
| (661 | ) |
|
| 493 |
|
|
| (1,988 | ) |
|
| (2,468 | ) |
|
| 480 |
|
|
| (733 | ) |
|
| (498 | ) |
|
| (235 | ) |
|
| (119 | ) |
|
| (117 | ) |
|
| (2 | ) |
|
| (4,834 | ) |
|
| (5,338 | ) |
|
| 504 |
|
Other operating results, net |
|
| (306 | ) |
|
| (445 | ) |
|
| 139 |
|
|
| (50 | ) |
|
| (18 | ) |
|
| (32 | ) |
|
| (103 | ) |
|
| (18 | ) |
|
| (85 | ) |
|
| (127 | ) |
|
| (42 | ) |
|
| (85 | ) |
|
| 647 |
|
|
| (28 | ) |
|
| 675 |
|
|
| 61 |
|
|
| (551 | ) |
|
| 612 |
|
Profit / (loss) from operations |
|
| 27,036 |
|
|
| (63,260 | ) |
|
| 90,296 |
|
|
| (6,651 | ) |
|
| 26,414 |
|
|
| (33,065 | ) |
|
| 32,860 |
|
|
| 19,902 |
|
|
| 12,958 |
|
|
| 1,541 |
|
|
| (2,555 | ) |
|
| 4,096 |
|
|
| (791 | ) |
|
| (775 | ) |
|
| (16 | ) |
|
| 53,995 |
|
|
| (20,274 | ) |
|
| 74,269 |
|
Share of (loss) / profit of associates and joint ventures |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (57 | ) |
|
| 57 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,005 |
|
|
| (14,045 | ) |
|
| 15,050 |
|
|
| 1,005 |
|
|
| (14,102 | ) |
|
| 15,107 |
|
Segment profit / (loss) |
|
| 27,036 |
|
|
| (63,260 | ) |
|
| 90,296 |
|
|
| (6,651 | ) |
|
| 26,414 |
|
|
| (33,065 | ) |
|
| 32,860 |
|
|
| 19,845 |
|
|
| 13,015 |
|
|
| 1,541 |
|
|
| (2,555 | ) |
|
| 4,096 |
|
|
| 214 |
|
|
| (14,820 | ) |
|
| 15,034 |
|
|
| 55,000 |
|
|
| (34,376 | ) |
|
| 89,376 |
|
Reportable assets |
|
| 198,483 |
|
|
| 192,959 |
|
|
| 5,524 |
|
|
| 152,489 |
|
|
| 260,531 |
|
|
| (108,042 | ) |
|
| 313,658 |
|
|
| 227,839 |
|
|
| 85,819 |
|
|
| 9,018 |
|
|
| 9,202 |
|
|
| (184 | ) |
|
| 28,792 |
|
|
| 33,759 |
|
|
| (4,967 | ) |
|
| 702,440 |
|
|
| 724,290 |
|
|
| (21,850 | ) |
Reportable liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net reportable assets |
|
| 198,483 |
|
|
| 192,959 |
|
|
| 5,524 |
|
|
| 152,489 |
|
|
| 260,531 |
|
|
| (108,042 | ) |
|
| 313,658 |
|
|
| 227,839 |
|
|
| 85,819 |
|
|
| 9,018 |
|
|
| 9,202 |
|
|
| (184 | ) |
|
| 28,792 |
|
|
| 33,759 |
|
|
| (4,967 | ) |
|
| 702,440 |
|
|
| 724,290 |
|
|
| (21,850 | ) |
| 129 |
| Table of Contents |
Revenue 2022 vs 2021
Shopping Malls. Revenues from the Shopping Malls segment increased by 98.6% from ARS 18,814 million during the fiscal year ended June 30, 2021, to ARS 37,369 million during the fiscal year ended June 30, 2022. Such increase is due to the fact that during the fiscal year ended in 2021, a support policy was maintained for tenants in all shopping malls, where, due to the Covid-19 pandemic, the contractual monthly insured value (VMA) was not invoiced, but rather a percentage of sales. In the fiscal year ended June 30, 2022, although these policies were maintained in the first part of it, in the second half of the fiscal year there was evidence of a recovery in rental income, generating: (i) an increase of ARS 7,255 million in base rent revenue; (ii) an increase of ARS 12,497 million in contingent rent revenue; (iii) an ARS 1,113 million increase in revenue from parking; partially offset by (iv) an ARS 2,760 million decrease in the revenue from averaging of scheduled rent escalation.
Offices. Revenues from the Offices segment decreased by 30.9% from ARS 9,488 million during the fiscal year ended June 30, 2021, to ARS 6,556 million during the fiscal year ended June 30, 2022. This variation is mainly explained by the decrease in revenue from leases by 30.8%, going from ARS 9,268 million during the fiscal year ended June 30, 2021, to ARS 6,411 million during the fiscal year ended June 30, 2022, mainly as a result of a decrease in revenue from leases due to the sale of the Bouchard building and the sale of the floors of the Torre Boston building during the year ended June 30, 2021 and the sale of the República building in the year 2022.
Sales and Developments. Revenues from the Sales and Developments segment recorded a 41.3% decrease from ARS 2,740 million during the fiscal year ended June 30, 2021, to ARS 1,608 million during the fiscal year ended June 30, 2022. This segment often varies significantly from period to period due to the non-recurrence of different sales transactions carried out by the Company over time.
Hotels. Revenues from our Hotels segment increased by 184.7% from ARS 3,256 million during the fiscal year ended June 30, 2021, to ARS 9,270 million during the fiscal year ended June 30, 2022, mainly due to higher occupancy because of the effects of the Covid-19 pandemic in the fiscal year 2021, with the consequent increase in income. With the exception of the Hotel Llao Llao, Intercontinental and Libertador still do not reach the pre-pandemic occupancy levels.
Others. Revenues from the Others segment decreased by 74.5% from ARS 1,456 million during the fiscal year ended June 30, 2021, to ARS 371 million during the fiscal year ended June 30, 2022, mainly due to the sale of Stowe House in USD 3.45 million during the fiscal year ended June 30, 2021, generating a profit of USD 0.3 million.
Costs 2022 vs 2021
Shopping Malls. Costs associated with the Shopping Malls segment increased by 4.7%, from ARS 3,079 million during the fiscal year ended June 30, 2021, to ARS 3,223 million during the fiscal year ended June 30, 2022, mainly due to: (i) an increase in maintenance, security, cleaning, repairs and other expenses of ARS 182 million; (ii) an increase in leases and expenses of ARS 80 million and (iii) an increase in taxes, rates and contributions of ARS 29 million; partially offset by: (iv) a decrease in amortization and depreciation charges of ARS 98 million and (v) a decrease of ARS 77 million in salaries, social security charges and other personnel administrative expenses. Costs associated with the Shopping Malls segment, measured as a percentage of the revenues from this segment, decreased from 16.4% during the fiscal year ended June 30, 2021, to 8.6% during the fiscal year ended June 30, 2022.
Offices. Costs associated with the Offices segment increased by 24.2%, from ARS 509 million during the fiscal year ended June 30, 2021, to ARS 632 million during the fiscal year ended June 30, 2022, mainly due to (i) an increase in amortization and depreciation charges of ARS 84 million; (ii) an increase in leases and expenses of ARS 61 million; (iii) an increase in taxes, rates and contributions of ARS 53 million; partially offset by: (iv) a decrease in maintenance, security, cleaning, repairs and other expenses of ARS 32 million and (v) a decrease of ARS 31 million in salaries, social security charges and other personnel administrative expenses. Costs associated with the Offices segment, measured as a percentage of the revenues from this segment, increased from 5.4% during the fiscal year ended June 30, 2021, to 9.6% during the fiscal year ended June 30, 2022.
| 130 |
| Table of Contents |
Sales and Developments. Costs associated with our Sales and Developments segment recorded a 57.9% decrease from ARS 2,973 million during the fiscal year ended June 30, 2021, to ARS 1,253 million during the fiscal year ended June 30, 2022 mainly due to (i) a decrease of ARS 1,660 million in the cost of sale of goods and services; (ii) a decrease in maintenance, security, cleaning, repairs and other expenses of ARS 75 million; and (iii) an ARS 40 million decrease in taxes, rates and contributions; partially offset by: (iv) an increase in leases and expenses of ARS 37 million. Costs in the Sales and Developments segment, measured as a percentage of revenues from this segment, decreased from 108.5% during the fiscal year ended June 30, 2021, to 77.9% during the fiscal year ended June 30, 2022.
Hotels. Costs in the Hotels segment increased by 40.6%, from ARS 3,765 million during the fiscal year ended June 30, 2021, to ARS 5,295 million during the fiscal year ended June 30, 2022, mainly as a result of (i) an ARS 593 million increase in the costs of salaries, social security and other personnel expenses; (ii) an ARS 526 million increase in food, beverages and other hotel expenses; (iii) an ARS 319 million increase in maintenance, security, cleaning, repairs and other expenses; and (iv) an ARS 120 million increase in fees and compensation services. Costs in the Hotels segment, measured as a percentage of revenues from this segment, decreased from 115.6% during the fiscal year ended June 30, 2021, to 57.1% during the fiscal year ended June 30, 2022.
Others. Costs in the Others segment decreased by 42.0%, from ARS 1,888 million during the fiscal year ended June 30, 2021, to ARS 1,095 million during the fiscal year ended June 30, 2022, mainly as a result of the cost of selling properties due to the sale of Stowe House and also due to the development and implementation of Appa Shops generating an increase in salaries, social security costs and other personnel administrative expenses, both events in the comparative fiscal year.
Gross profit 2022 vs 2021
Shopping Malls. Gross profit from the Shopping Malls segment increased by 117.0%, from a profit of ARS 15,735 million during the fiscal year ended June 30, 2021, to an ARS 34,146 million profit during the fiscal year ended June 30, 2022, mainly as a result of a reopening of Shopping Malls in the fiscal year ended June 30, 2022 unlike the fiscal year ended June 30, 2021 which had progressive openings and with more restrictions. Gross profit from the Shopping Malls segment, measured as a percentage of revenues from this segment, increased from 83.6% positive during the fiscal year ended June 30, 2021, to 91.4% positive during the fiscal year ended June 30, 2022.
Offices. Gross profit from the Offices segment decreased by 34.0%, from a profit of ARS 8,979 million during the fiscal year ended June 30, 2021, to an ARS 5,924 million profit during the fiscal year ended June 30, 2022. Gross profit from the Offices segment, measured as a percentage of revenues from this segment, decreased from 94.6% positive during the fiscal year ended June 30, 2021, to 90.4% positive during the fiscal year ended June 30, 2022.
Sales and developments. Gross profit / (loss) from the Sales and Developments segment increased by 252.4%, from a loss of ARS 233 million during the fiscal year ended June 30, 2021, to an ARS 355 million profit during the fiscal year ended June 30, 2022. Gross profit / (loss) from the Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 8.5% negative during the fiscal year ended June 30, 2021, to 22.1% positive during the fiscal year ended June 30, 2022.
Hotels. Gross profit / (loss) from the Hotels segment increased by 880.9%, from a loss of ARS 509 million during the fiscal year ended June 30, 2021, to an ARS 3,975 million profit during the fiscal year ended June 30, 2022. Gross profit / (loss) from the Hotels segment, measured as a percentage of revenues from this segment, increased from 15.6% negative during the fiscal year ended June 30, 2021, to 42.9% positive during the fiscal year ended June 30, 2022.
| 131 |
| Table of Contents |
Others. Gross loss from the Others segment decreased by 67.6%, from a loss of ARS 432 million during the fiscal year ended June 30, 2021, to an ARS 724 million loss during the fiscal year ended June 30, 2022. Gross loss from the Others segment, measured as a percentage of revenues from this segment, increased from 29.7% negative during the fiscal year ended June 30, 2021, to 195.1% negative during the fiscal year ended June 30, 2022.
Net gain (loss) from fair value adjustment of investment properties 2022 vs 2021
Total consolidated net gain / (loss) from fair value adjustment of investment properties, according to the income statement, increased by ARS 56,896 million, from a net loss of ARS 27,469 million during the fiscal year ended June 30, 2021, to a net profit of ARS 29,427 million during the fiscal year ended June 30, 2022.
According to information by segments, the net gain / (loss) from fair value adjustment of investment properties went from a loss of ARS 27,040 million (out of which an ARS 71,894 million loss derives from our Shopping Malls segment; an ARS 19,592 million gain from our Offices segment; an ARS 25,131 million gain from our Sales and Developments segment and an ARS 131 million gain from our Others segment) during the fiscal year ended June 30, 2021, to a gain of ARS 26,576 million during the fiscal year ended June 30, 2022 (out of which an ARS 1,192 million profit derives from our Shopping Malls segment; an ARS 11,622 million loss from our Offices segment; an ARS 36,877 million gain from our Sales and Developments segment and an ARS 129 million gain from our Others segment).
The net impact in the Peso value of our shopping malls was primarily a consequence of: (i) a solid real recovery in the performance of the shopping malls during the fiscal year ended June 30, 2022 and better future revenue prospects, (ii) more favorable macroeconomic projections, and (iii) improvements in operating margins, (iv) this was partially offset by a 100 basis point increase in the dollar discount rate at which projected cash flow is discounted.
The offices market in Argentina is a liquid market, in which a great number of counterparties participate carrying out sale-purchase transactions. This situation results in significant and representative sale-purchase prices. Furthermore, lease agreements are denominated in U.S. dollars and are usually executed for three-year terms, hence this business produces stable cash flows in U.S. dollars. In this sense, we use the Market Approach method to determine the fair value of our Offices and Others segment, the value per sqm, being the most representative measurement. The consolidated net (loss) from fair value adjustment of investment properties of our Offices segment was mainly due to the appreciation of the Peso against “dólar MEP”
The consolidated net gain from fair value adjustment of investment properties of our Sales and development segment was mainly due to the increase in the fair value adjustment of “Costa Urbana” and sales of República Building and floors of Catalinas Building.
General and administrative expenses 2022 vs 2021
Shopping Malls. General and administrative expenses of Shopping Malls increased by 21.9%, from ARS 5,062 million during the fiscal year ended June 30, 2021, to ARS 6,170 million during the fiscal year ended June 30, 2022, mainly due to: (i) an increase of ARS 737 million in salaries, social security charges and other personnel administrative expenses; (ii) an increase of ARS 361 million in fees and compensation for services; and (iii) an increase in traveling, transportation and stationery of ARS 92 million; partially offset by: (iv) a decrease of ARS 81 million in taxes, rates and contributions. General and administrative expenses of Shopping Malls, measured as a percentage of revenues from such segments, decreased from 26.9% during the fiscal year ended June 30, 2021, to 16.5% during the fiscal year ended June 30, 2022.
Offices. General and administrative expenses of our Offices segment decreased by 50.3%, from ARS 1,478 million during the fiscal year ended June 30, 2021, to ARS 735 million during the fiscal year ended June 30, 2022, mainly as a result of: (i) a decrease in fees payable to directors of ARS 321 million; (ii) a decrease of ARS 280 million in salaries, social security charges and other personnel administrative expenses; (iii) an ARS 55 million decrease in maintenance, security, cleaning, repairs and other expenses; (iv) a decrease of ARS 43 million in fees and compensation for services; and (v) a decrease in leases and expenses of ARS 33 million. General and administrative expenses, measured as a percentage of revenues from the same segment, decreased from 15.6% during the fiscal year ended June 30, 2021, to 11.2% during the fiscal year ended June 30, 2022.
| 132 |
| Table of Contents |
Sales and Developments. General and administrative expenses associated with our Sales and Developments segment decreased by 9.1%, from ARS 2,510 million during the fiscal year ended June 30, 2021, to ARS 2,281 million during the fiscal year ended June 30, 2022. General and administrative expenses, measured as a percentage of revenues from the same segment, increased from 91.6% during the fiscal year ended June 30, 2021, to 141.9% during the fiscal year ended June 30, 2022.
Hotels. General and administrative expenses associated with our Hotels segment increased by 4.5%, from ARS 1,506 million during the fiscal year ended June 30, 2021, to ARS 1,574 million during the fiscal year ended June 30, 2022, mainly as a result of: (i) an ARS 61 million increase in taxes, rates and contributions; (ii) an ARS 29 million increase in fees and compensation for services; and (iii) an ARS 19 million increase in bank expenses; partially offset by: (iv) a decrease of ARS 52 million in salaries, social security charges and other personnel administrative expenses. General and administrative expenses associated with the Hotels segment, measured as a percentage of revenues from this segment, decreased from 46.3% during the fiscal year ended June 30, 2021, to 17.0% during the fiscal year ended June 30, 2022.
Others. General and administrative expenses associated with our Others segment increased by 120.1%, from ARS 329 million during the fiscal year ended June 30, 2021, to ARS 724 million during the fiscal year ended June 30, 2022, mainly due to (i) an increase of ARS 370 million in fees and compensation for services; and (ii) an ARS 60 million increase in taxes, rates and contributions.
Selling expenses 2022 vs 2021
Shopping Malls. Selling expenses of the Shopping Malls segment increased by 14.6%, from ARS 1,594 million during the fiscal year ended June 30, 2021, to ARS 1,826 million during the fiscal year ended June 30, 2022, mainly as a result of: (i) an increase in the charge of taxes, rates and contributions of ARS 653 million; ii) an increase in the charge of publicity, advertising and other commercial expenses of ARS 367 million; partially offset by: (iii) a decrease in the charge of doubtful accounts of ARS 703 million, and (iv) a decrease of ARS 86 million in salaries, social security charges and other personnel administrative expenses. Selling expenses, measured as a percentage of revenues from the Shopping Malls segment, decreased from 8.5% during the fiscal year ended June 30, 2021, to 4.9% during the fiscal year ended June 30, 2022.
Offices. Selling expenses associated with our Offices segment decreased by 74.6%, from ARS 661 million during the fiscal year ended June 30, 2021, to ARS 168 million during the fiscal year ended June 30, 2022. Such variation was mainly generated as a result of: (i) an ARS 313 million decrease in the charge of taxes, rates and contributions; (ii) a decrease in the charge of doubtful accounts of ARS 121 million; (iii) an ARS 47 million decrease in salaries, social security and other personnel administrative expenses; and (iv) an ARS 13 million decrease in fees and compensation for services. Selling expenses associated with our Offices segment, measured as a percentage of revenues from this segment, decreased from 7.0% during the fiscal year ended June 30, 2021, to 2.6% during the fiscal year ended June 30, 2022.
Sales and Developments. Selling expenses associated with our Sales and Developments segment decreased by 19.4%, from ARS 2,468 million during the fiscal year ended June 30, 2021, to ARS 1,988 million during the fiscal year ended June 30, 2022. Such variation was mainly generated by: (i) an ARS 606 million decrease in the charge of taxes, rates and contributions; partially offset by: (ii) an increase of ARS 78 million in fees and compensation for services, and, (iii) an increase of ARS 62 million in the charge of publicity, advertising and other commercial expenses. Selling expenses associated with our Sales and Developments segment, measured as a percentage of revenues from this segment, increased from 90.1% during the fiscal year ended June 30, 2021, to 123.6% during the fiscal year ended June 30, 2022.
| 133 |
| Table of Contents |
Hotels. Selling expenses associated with our Hotels segment increased by 47.2%, from ARS 498 million during the fiscal year ended June 30, 2021, to ARS 733 million during the fiscal year ended June 30, 2022, mainly as a result of: (i) an ARS 254 million increase in taxes, rates and contributions; and (ii) an ARS 60 million increase in fees and compensation for services; partially offset by: (iii) an ARS 45 million decrease in salaries, social security and other personnel administrative expenses; and (iv) an ARS 35 million decrease in leases and expenses. Selling expenses associated with our Hotels segment, measured as a percentage of revenues from this segment, decreased from 15.3% during the fiscal year ended June 30, 2021, to 7.9% during the fiscal year ended June 30, 2022.
Others. Selling expenses associated with our Others segment increased by 1.7%, from ARS 117 million during the fiscal year ended June 30, 2021, to ARS 119 million during the fiscal year ended June 30, 2022. Selling expenses associated with our Others segment, measured as a percentage of revenues from this segment, increased from 8.0% during the fiscal year ended June 30, 2021, to 32.1% during the fiscal year ended June 30, 2022.
Other operating results, net 2022 vs 2021
Shopping Malls. Other operating results, net associated with our Shopping Malls segment increased by 31.2%, from a net loss of ARS 445 million during the fiscal year ended June 30, 2021, to a net loss of ARS 306 million during the fiscal year ended June 30, 2022, mainly as a result of: (i) an increase of ARS 215 million in interest and allowances generated by operating credits, (ii) an increase of ARS 36 million in management fees, partially offset by; (iii) an increase of ARS 133 million in the loss for lawsuits. Other operating results, net, from this segment, as a percentage of revenues from this segment, decreased from 2.4% negative during the fiscal year ended June 30, 2021, to 0.8% negative during the fiscal year ended June 30, 2022.
Offices. Other operating results, net associated with our Offices segment decreased by 177.8%, from a net loss of ARS 18 million during the fiscal year ended June 30, 2021, to a net loss of ARS 50 million during the fiscal year ended June 30, 2022, mainly as a consequence of (i) an increase of ARS 111 million in interest and allowances generated by operating credits; partially offset by: (ii) a decrease of ARS 41 million in donations; and (iii) a decrease of ARS 22 million in the loss for lawsuits. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 0.2% negative during the fiscal year ended June 30, 2021, to 0.8% negative during the fiscal year ended June 30, 2022.
Sales and Developments. Other operating results, net associated with our Sales and Developments segment decreased by 472.2%, from a net loss of ARS 18 million during the fiscal year ended June 30, 2021, to a net loss of ARS 103 million during the fiscal year ended June 30, 2022, mainly due to (i) an decrease of ARS 129 million due to the sale of shares of Manibil S.A. in the fiscal year 2021; (ii) a decrease of ARS 40 million in management fees; and (iii) an increase of ARS 35 million in the loss for lawsuits; partially offset by: (iv) a decrease of ARS 139 million in donations. Other operating results, net from this segment, as a percentage of the revenues of this segment, increased from 0.7% negative during the fiscal year ended June 30, 2021, to 6.4% negative during the fiscal year ended June 30, 2022.
Hotels Other operating results, net associated with the Hotels segment decreased by 202.4%, from a net loss of ARS 42 million during the fiscal year ended June 30, 2021, to a net loss of ARS 127 million during the fiscal year ended June 30, 2022, mainly due to an increase of ARS 93 million in the loss for lawsuits. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 1.3% negative during the fiscal year ended June 30, 2021, to 1.4% negative during the fiscal year ended June 30, 2022.
Others. Other operating results, net associated with the Others segment increased by 2,410.7%, from a net loss of ARS 28 million during the fiscal year ended June 30, 2021, to a net profit of ARS 647 million during the fiscal year ended June 30, 2022, mainly due to an ARS 397 million recovery of fees for consultancy in Dolphin for and the income of fee charged to La Rural S.A in the fiscal year ended June 30, 2022. Other operating results, net from this segment, as a percentage of the revenues from this segment, increased from 1.9% negative during the fiscal year ended June 30, 2021, to 174.4% positive during the fiscal year ended June 30, 2022.
| 134 |
| Table of Contents |
Operating results 2022 vs 2021
Shopping Malls. Operating results associated with the Shopping Malls segment increased by 142.7%, from a net loss of ARS 63,260 million during the fiscal year ended June 30, 2021, to a net profit of ARS 27,036 million during the fiscal year ended June 30, 2022. Such an increase is due to the fact of the recovery in rental income due to the end of restrictions from Covid-19 pandemic.
Offices. Operating results associated with our Offices segment decreased by 125.2%, from a net profit of ARS 26,414 million during the fiscal year ended June 30, 2021, to a net loss of ARS 6,651 million during the fiscal year ended June 30, 2022. Such variation was mainly due to an ARS 31,214 million decrease in the gain / (loss) from fair value adjustments of investment properties. Operating results associated with the Offices segment, as a percentage of revenues from such segments, decreased from 278.4% positive during the fiscal year ended June 30, 2021, to 101.4% negative during the fiscal year ended June 30, 2022.
Sales and Developments. Operating results associated with our Sales and Developments segment increased by 65.1%, from a net profit of ARS 19,902 million during the fiscal year ended June 30, 2021, to a net profit of ARS 32,860 million during the fiscal year ended June 30, 2022. Such increase is mainly due to the gain / (loss) from fair value adjustments of investment properties. Operating results associated with the Sales and Developments segment, as a percentage of revenues from this segment, increased from 726.4% positive during the fiscal year ended June 30, 2021, to 2,043.5% positive during the fiscal year ended June 30, 2022.
Hotels. Operating results associated with the Hotels segment increased by 160.3%, from a net loss of ARS 2,555 million during the fiscal year ended June 30, 2021, to a net profit of ARS 1,541 million during the fiscal year ended June 30, 2022. Such increase is mainly due to higher occupancy with the consequent increase in income, which was affected in the fiscal year ended June 30, 2021, due to Covid-19 pandemic. Operating results associated with the Hotels segment, as a percentage of revenues from such segments, increased from 78.5% negative during the fiscal year ended June 30, 2021, to 16.6% positive during the fiscal year ended June 30, 2022.
Others. Operating results associated with the Others segment decreased from a net loss of ARS 775 million during the fiscal year ended June 30, 2021, to a net loss of ARS 791 million during the fiscal year ended June 30, 2022. Such increase is mainly due to the decrease in gross loss and administrative expenses partially offset by a positive result in other operating results, net
Share of profit / (loss) of associates and joint ventures 2022 vs 2021
The share of profit / (loss) of associates and joint ventures, according to the income statement, increased by 95.1%, from a net loss of ARS 15,483 million during the fiscal year ended June 30, 2021 to a net loss of ARS 764 million during the fiscal year ended June 30, 2022, mainly due to the positive results from the Others segment.
Also, the net share of profit / (loss) of joint ventures, mainly from Nuevo Puerto Santa Fe S.A. (Shopping Malls segment), Quality Invest S.A. (Offices segment) and Cyrsa S.A. and Puerto Retiro S.A. (Sales and Developments segment), showed a 28.1% decrease, from a loss of ARS 1,381 million during the fiscal year ended June 30, 2021, to a loss of ARS 1,769 million during the fiscal year ended June 30, 2022, mainly due to results from the joint venture Quality Invest S.A., mainly attributable to the gain / (loss) from fair value adjustments of investment properties.
Shopping Malls. In the information by segments, the share of profit / (loss) of the joint venture Nuevo Puerto Santa Fe S.A. is recorded on a consolidated basis, line by line in this segment.
| 135 |
| Table of Contents |
Offices. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Sales and Developments. The share of profit / (loss) of the joint ventures Quality Invest S.A., Cyrsa S.A. and Puerto Retiro S.A is recorded on a consolidated basis, line by line.
Hotels. This segment does not show results from the share of profit / (loss) of associates and joint ventures.
Other. The share of profit / (loss) of associates from the Others segment increased by 107.2%, from a net loss of ARS 14,045 million during the fiscal year ended June 30, 2021, to a net profit of ARS 1,005 million during the fiscal year ended June 30, 2022, mainly as a result of the variation from our investments in TGLT by ARS 6,000 million positive, Banco Hipotecario by ARS 4,556 positive and New Lipstick by ARS 1,987 million positive.
Financial results, net
The financial results went from a profit of ARS 11,791 million during the fiscal year ended June 30, 2021 to a profit of ARS 25,549 million during the fiscal year ended June 30, 2022. Such variation is mainly due to the variation of the exchange rate and a decrease in interest expenses.
Income Tax
The Company applies the deferred tax method to calculate the income tax for the reported years, thus recognizing temporary differences as tax assets and liabilities. The income tax charge went from a loss of ARS 76,617 million during the fiscal year ended June 30, 2021, to a loss of ARS 5,971 million during the fiscal year ended June 30, 2022, due to the impact on deferred income tax. Such variation is mainly due to the modification in the income tax rates in Argentina according to the Law 27,630 published in the Official Gazette on June 16, 2021, which explains the increase in the expense on income tax during the fiscal year ended June 30, 2021, due to the impact on deferred income tax. During the fiscal year ended June 30, 2022, the deferred income tax was affected by the increase in the net gain from fair value adjustment of investment properties.
Profit for the year
As a result of the factors described above, the profit / (loss) for the year went from a loss of ARS 132,885 million (that includes a loss of ARS 31,545 for the effect of discontinued operations) during the fiscal year ended June 30, 2021, to a profit of ARS 75,222 million during the fiscal year ended June 30, 2022.
C. Liquidity and Capital Resources
Our principal sources of liquidity have historically been:
| · | Cash generated by operations; |
|
|
|
| · | Cash generated by issuance of debt securities; |
|
|
|
| · | Cash from borrowing and financing arrangements; and |
|
|
|
| · | Cash proceeds from the sale of real estate assets. |
Our principal cash requirements or uses (other than in connection with our operating activities) have historically been:
| · | capital expenditures for acquisition or construction of investment properties and property, plant and equipment; |
|
|
|
| · | interest payments and repayments of debt; |
|
|
|
| · | acquisition of equity interests in companies; |
|
|
|
| · | payments of dividends; and |
|
|
|
| · | acquisition of real estate. |
| 136 |
| Table of Contents |
Our liquidity and capital resources include our cash and cash equivalents, proceeds from bank borrowings and long-term debt, capital financing and sales of real estate investments.
As of June 30, 2023 we had a negative working capital of ARS 5,496 million (calculated as current assets less current liabilities as of that date).
As of the same date, we had cash and cash equivalents for ARS 8,735 million, which represents the total of cash and cash equivalents at a consolidated level.
As stated in Note 1 to the consolidated financial statements as of June 30, 2020, on September 25, 2020 the Court decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed from its functions, therefore, the Company lost control on that date. For comparability purposes and as required by IFRS 5, the results of the Israel Operations Center have been reclassified to discontinued operations for fiscal year ended June 30, 2021.
The following table shows our cash flow for the fiscal years ended June 30, 2023, 2022 and 2021:
|
| Year ended June 30, |
| |||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
Net cash generated from operating activities |
|
| 36,494 |
|
|
| 27,329 |
|
|
| 5,150 |
|
Net cash generated from investing activities |
|
| 26,442 |
|
|
| 24,134 |
|
|
| 238,119 |
|
Net cash used in financing activities |
|
| (81,124 | ) |
|
| (29,455 | ) |
|
| (170,813 | ) |
Net (decrease) / increase in cash and cash equivalents |
|
| (18,188 | ) |
|
| 22,008 |
|
|
| 72,456 |
|
Cash Flow Information
Operating activities
Fiscal year ended June 30, 2023
Our operating activities for the fiscal year ended June 30, 2023 generated net cash inflows of ARS 36,494 million, mainly due to (i) operating income of ARS 39,500 million, (ii) an increase in salaries and social security liabilities of ARS 920 million, partially offset by (iii) ARS 2,894 million related to Income Tax paid, and (iv) an increase in trade and other receivables of ARS 704 million.
Fiscal year ended June 30, 2022
Our operating activities for the fiscal year ended June 30, 2022 generated net cash inflows of ARS 27,329 million, mainly due to (i) operating income of ARS 27,077 million, (ii) an increase in trade and other payables of ARS 1,345 million, partially offset by (iii) ARS 1,061 million related to Income Tax paid.
Fiscal year ended June 30, 2021
Our operating activities for the fiscal year ended June 30, 2021 generated net cash inflows of ARS 5,150 million, of which ARS 11,141 are originated in discontinued operations inflows and ARS 5,991 from continuing operations outflows, mainly due to (i) a decrease in trade and other payables of ARS 11,971 million, and (ii) a decrease in provisions of ARS 379 million, partially offset by (iii) an increase in trade and other receivables of ARS 5,353 million (iv) an operating income of ARS 973 million, and (v) an increase in salaries and social security liabilities of ARS 188 million.
| 137 |
| Table of Contents |
Investment activities
Fiscal year ended June 30, 2023
Our investing activities resulted in net cash inflows of ARS 26,442 million for the fiscal year ended June 30, 2023, mainly due to (i) ARS 43,823 million from proceeds from disposal of investments in financial assets, (ii) ARS 22,644 million from sales of investment properties and (iii) ARS 2,427 million from sales of property, plant and equipment, partially offset by (iv) ARS 36,238 million used in the acquisition of investments in financial assets and (v) ARS 5,904 million used in the acquisitions and improvements of investment properties.
Fiscal year ended June 30, 2022
Our investing activities resulted in net cash inflows of ARS 24,134 million for the fiscal year ended June 30, 2022, mainly due to (i) ARS 56,001 million from sales of investment properties, (ii) ARS 22,638 from proceeds from disposal of investments in financial assets and (iii) ARS 7,731 million from dividends collected from associates and joint ventures, partially offset by (iv) ARS 49,305 million used in the acquisition of investments in financial assets and (v) ARS 13,224 million used in the acquisitions and improvements of investment properties.
Fiscal year ended June 30, 2021
Our investing activities resulted in net cash inflows of ARS 238,119 million, comprised of ARS 155,966 million from discontinued activities inflows and ARS 82,153 million from continuing operations inflows for the fiscal year ended June 30, 2021, mainly due to (i) ARS 64,107 million from sales of investment properties and (ii) ARS 58,821 million from proceeds from disposal of investments in financial assets, partially offset by (iii) ARS 37,625 million used in the acquisition of investments in financial assets and (iv) ARS 3,531 million used in the acquisitions and improvements of investment properties.
Financing activities
Fiscal year ended June 30, 2023
Our financing activities for the fiscal year ended June 30, 2023 resulted in net cash outflows of ARS 81,124 million, mainly due to (i) the payment of loans and principal on notes of ARS 67,217 million, (ii) ARS 32,284 million from dividends paid, (iii) ARS 13,097 million from interest paid, (iv) ARS 3,745 million from the repurchase of non-convertible notes and (v) the repurchase of treasury shares for ARS 1,744 million, partially offset by (vi) an increase in borrowings, issuance and new placement of non-convertible notes for ARS 38,460 million.
Fiscal year ended June 30, 2022
Our financing activities for the fiscal year ended June 30, 2022 resulted in net cash outflows of ARS 29,455 million, mainly due to (i) the payment of loans and principal on notes of ARS 23,554 million, (ii) ARS 17,647 million from interest paid, (iii) ARS 3,721 million from the repurchase of non-convertible notes, (iv) the payment of short term loans of ARS 2,154 million, and (v) the payment of borrowings with related parties for ARS 1,037 million, partially offset by (vi) an increase in borrowings, issuance and new placement of non-convertible notes for ARS 19,680.
Fiscal year ended June 30, 2021
Our financing activities for the fiscal year ended June 30, 2021 resulted in net cash outflows of ARS 170,813 million, of which ARS 64,209 million derive from discontinued operations and ARS 106,604 million derive from continuing activities, mainly due to (i) the payment of borrowings and non-convertible notes of ARS 140,726 million, (ii) ARS 29,069 million from interest paid, (iii) ARS 18,135 million used in the repurchase of non-convertible notes, and (iv) ARS 9,145 million from dividends paid, partially offset by (v) an increase in borrowings, issuance and new placement of non-convertible notes for ARS 58,051 million, (vi) ARS 18,125 million from collections of short term loans and (vii) ARS 14,611 million from issuance of shares.
| 138 |
| Table of Contents |
Capital expenditures
Fiscal year ended June 30, 2023
During the fiscal year ended June 30, 2023, we invested ARS 6,886 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 793 million, primarily i) ARS 11 million in buildings and facilities, ii) ARS 303 million in machinery and equipment and others and iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 13 million, ARS 432 million and ARS 34 million, respectively); (b) improvements in our rental properties for ARS 3,508 million and (c) the development of properties for ARS 2,585 million.
Fiscal year ended June 30, 2022
During the fiscal year ended June 30, 2022, we invested ARS 21,112 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 722 million, primarily i) ARS 24 million in buildings and facilities, ii) ARS 114 million in machinery and equipment and others and iii) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 24 million, ARS 545 million and ARS 15 million, respectively); (b) improvements in our rental properties for ARS 6,103 million and (c) the development of properties for ARS 14,287 million.
Fiscal year ended June 30, 2021
During the fiscal year ended June 30, 2021, we invested ARS 9,593 million, as follows: (a) acquisitions and improvements of property, plant and equipment of ARS 5,853 million, primarily i) ARS 558 million in buildings and facilities, ii) ARS 2,054 million in communication networks, iii) ARS 2,891 million in machinery and equipment and others, iv) improvements in our hotels Libertador, Llao Llao and Intercontinental (ARS 29 million, ARS 71 million and ARS 56 million, respectively) and v) ARS 194 million in farmlands and (b) improvements in our rental properties for ARS 3,740 million, out of which ARS 3,546 million derive from our Operations Center in Argentina and ARS 194 million derive from the Operations Center in Israel.
Indebtedness
The following table sets forth the scheduled maturities of our outstanding debt as of June 30, 2023:
|
| Total |
| |
|
| (in million of ARS) |
| |
Less than 1 year |
|
| 40,617 |
|
More than 1 and up to 2 years |
|
| 27,349 |
|
More than 2 and up to 3 years |
|
| 20,908 |
|
More than 3 and up to 4 years |
|
| 7,025 |
|
More than 4 and up to 5 years |
|
| 12,042 |
|
Total |
|
| 107,941 |
|
| 139 |
| Table of Contents |
The following table sets forth the scheduled maturities of our outstanding debt as of June 30, 2023:
Description | Currency | Annual Average Interest Rate |
| Nominal value |
| Book value |
| ||
|
|
|
|
|
| (in million) |
| (in million of ARS) |
|
IRSA’s 2023 Notes – Series VIII | USD | 10.00% | 11 | 2,805 |
| ||||
IRSA’s 2024 Notes – Series XI | USD | 5.00% | 13 | 3,310 |
| ||||
IRSA’s 2024 Notes – Series XII (1) | UVA | 4.00% | 46 | 12,553 |
| ||||
IRSA’s 2024 Notes – Series XIII (2) | USD | 3.90% | 30 | 7,696 |
| ||||
IRSA’s 2028 Notes – Series XIV | USD | 8.75% | 157 | 40,219 |
| ||||
IRSA’s 2025 Notes – Series XV | USD | 8.00% | 62 | 16,249 |
| ||||
IRSA’s 2025 Notes – Series XVI | USD | 7.00% | 28 | 7,404 |
| ||||
IRSA’s 2025 Notes – Series XVII | USD | 5.00% | 25 | 6,363 |
| ||||
Loans with non-controlling interests | USD | 5.00% | 1 | 455 |
| ||||
Related Party | ARS | Badlar | 5 | 17 |
| ||||
Related Party | USD | Libor + 2.25% | - | 70 |
| ||||
Bank loans | ARS | Badlar | 2,000 | 2,325 |
| ||||
Bank loans | ARS | 84.00% | 250 | 250 |
| ||||
Seller financing | USD | N/A | 2 | 599 |
| ||||
Others | USD | 3.50% | 3 | 1,034 |
| ||||
Bank overdrafts | ARS | Float | - | 6,592 |
| ||||
Total | 107,941 |
|
(1) | Series XII denominated in UVA and payable in ARS. |
(2) | On September 13, 2023, the amortization payment was made for 25% of the principal. |
Series VIII and IX Notes
On November 12, 2020, the company carried out an exchange offer of its Series I Notes, for a face value of USD 181.5 million.
Face Value of Series I Notes presented and accepted for the Exchange (for both Series): approximately USD 178.5 which represents 98.31% acceptance, through the participation of 6,571 orders.
As a result of the exchange, Series VIII and IX Notes were issued, which are described below:
| · | Series VIII: denominated and payable in U.S. dollars for USD 31.7 million at a fixed rate of 10.0%, with quarterly payments. The principal payment was set in three installments of the capital: 33% which was paid on November 12, 2021, 33% which was paid on November 12, 2022, and 34% to pay on November 12, 2023. The issuance price was 100.0% of the face value. |
|
|
|
| · | Series IX: denominated and payable in U.S. dollars for USD 80.7 million (includes USD 6,505,560 that were subscribed in cash) at a fixed rate of 10.0%, with quarterly payments. The principal payment was due in one installment on March 1, 2023. The issuance price was 100.0% of the face value. On February 10, 2023, we announced the full redemption of the Series IX notes, which was effective on February 17, 2023, and the Series IX notes were fully canceled. |
Series X, XI and XII Notes
On March 31, 2021, the company issued in the local market a total amount of USD 65.5 million through the following Notes:
| · | Series X: denominated and payable in Pesos for ARS 701.6 million (equivalent at the time of issuance to USD 7.6 million) at a variable rate (private BADLAR + 5.0%) with quarterly payments. Price of issuance was 100.0% of the nominal value. The principal was paid on March 31, 2022. On March 31, 2022, Series X notes were fully canceled. |
|
|
|
| · | Series XI: denominated in USD and payable in ARS at the applicable exchange rate for USD 15.8 million at a fixed rate of 5.0%, with semiannual payments plus, if applicable, the Premium Factor in the first year (as defined in the corresponding prospectus supplement) and principal expiring on March 31, 2024. Price of issuance was 98.39% of the face value (IRR 5.6%). |
|
|
|
| · | Series XII: denominated in UVA and payable in ARS at the applicable UVA value for UVA 53.8 million (equivalent at the time of issuance to ARS 3,868.2 million and USD 42.1 million) at a fixed rate of 4.0%, with semiannual payments and principal expiring on March 31, 2024. Price of issuance was 100.0% of the face value. |
The proceeds have been used to refinance short-term liabilities and working capital.
Series XIII
On August 26, 2021, the company issued in the local market a total amount of USD 58.1 million through the following Notes:
| · | Series XIII: denominated in U.S. dollars and payable in Pesos at the applicable exchange rate for USD 58.1 million at a fixed rate of 3.9%, with semi-annual payments. The principal payment was set in three installments: 25% which was paid on August 26, 2023; 25% to pay on February 26, 2024; and 50% to pay on August 26, 2024. The price of issuance was 100.0% of the face value. |
| 140 |
| Table of Contents |
The proceeds will be used to refinance short-term liabilities.
Series XIV Notes
As a consequence of the regulations established by the Central Bank, on July 6, 2022, the company completed the exchange of its Series II Notes, originally issued by IRSA Commercial Properties S.A., in an aggregate principal amount of USD 360 million, maturing on March 23, 2023. On July 6, 2022, the expiration of the exchange was announced, USD 238,985,000 of Series II Notes were validly tendered and accepted, representing an acceptance of 66.38%. On July 8, the exchange offer was settled, the new Series XIV Notes were issued for an amount of USD 171.2 million and the Series II Notes were partially canceled, the outstanding principal amount is USD 121,015,000. On February 3, 2023, we announced the full redemption of the Series II notes, which was effective on February 8, 2023, and the Series II notes were fully canceled.
The exchange offered two alternatives:
| - | Option A: Cash payment for up to 30% of the total amount of participation in the exchange, and the difference to complete the exchanged face value, in Series XIV Notes with a premium of 1,015 times. For each USD 1,000 tendered, the bondholder received USD 493.18 in cash and USD 514.42 in Series XIV Notes. Under Option A, 60.83% of the notes which participated in the exchange were accepted. |
|
|
|
| - | Option B: For each USD 1,000 of Series II Notes the bondholder received 1,030 of Series XIV Notes. Under Option B, 39.17% of the notes which participated in the exchange were accepted. |
In both options, the interest accrued as of settlement date was paid.
Series XIV Notes were issued under New York Law, will mature on June 22, 2028 and will accrue interest at a fixed rate of 8.75%, with interest payable semi-annually on June 22 and December 22 of each year, until expiration. Amortization will be in annual installments payable on June 22 of each year, each for 17.5% from 2024 to 2027 and the remaining 30% on June 22, 2028. The issue price was 100%.
Series XIV Notes due 2028 are subject to certain covenants, events of default and limitations, such as the limitation on incurrence of additional indebtedness, limitation on restricted payments, limitation on transactions with affiliates, and limitation on merger, consolidation and sale of all or substantially all assets.
To incur additional indebtedness, IRSA is required to meet a minimum 2.00 to 1.00 Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio is defined as Consolidated EBITDA divided by consolidated net interest expense. Consolidated EBITDA is defined as operating income plus depreciation and amortization and other consolidated non-cash charges.
The Series XIV Notes contain financial covenants limiting IRSA’s ability to declare or pay dividends in cash or in kind, unless the following conditions are met at the time of payment:
| (a) | no Event of Default shall have occurred and be continuing; |
|
|
|
| (b) | IRSA may incur at least USD 1.00 worth of additional debt pursuant to the “Restriction on Additional Indebtedness”; |
|
|
|
| (c) | and the aggregate amount of such dividend exceeds the sum of: |
| (i) | 100% of cumulative EBITDA for the period (treated as one accounting period) from July 1, 2020 through the last day of the last fiscal quarter ended prior to the date of such Restricted Payment minus an amount equal to 150% of consolidated interest expense for such period; and |
|
|
|
| (ii) | any reductions of Indebtedness of IRSA on a consolidated basis after the Issue Date any reductions of Indebtedness of after the Issue Date exchanged for to Capital Stock of the IRSA or its Subsidiaries. |
| 141 |
| Table of Contents |
Series XV and XVI Notes
On January 31, 2023, the company issued in the local market a total amount of USD 90 million through the following Notes:
| · | Series XV Notes: denominated and payable in U.S. dollars for a total of USD 61.7 million at a fixed rate of 8.0%, with semi-annual payments. The principal payment will be in one installment at maturity on March 25, 2025. The issue price was 100.0% of the face value. |
|
|
|
| · | Series XVI Notes: denominated and payable in U.S. dollars for a total of USD 28.2 million at a fixed rate of 7.0%, with semi-annual payments. The principal payment will be in one installment at maturity on July 25, 2025. The issue price was 100.0% of the face value. |
The proceeds were used mainly to refinance short-term liabilities and working capital.
Series XVII Notes
On June 7, 2023, IRSA issued in the local market a total amount of USD 25 million, the main characteristics of the issuance are detailed below:
| · | Series XVII Notes: denominated and payable in U.S. dollars for a total of USD 25 million at a fixed rate of 5.0%, with semi-annual payments (except for the first interest payment, which will be nine months from the settlement). The capital payment will be done in one installment at maturity on December 7, 2025. The issue price was 100.0% of the face value. |
The proceeds will mainly be used to refinance short-term liabilities and working capital.
C. Research and Development, Patents and Licenses, Etc.
We have several trademarks registered with the Instituto Nacional de la Propiedad Industrial, the Argentine institute for industrial property. We do not own any patents nor benefit from licenses from third parties.
D. Trend Information
International Macroeconomic Outlook
As reported in the IMF’s WEO, the worldwide GDP is expected to grow 3.0% in 2023 and 2024. As with the July 2023 WEO projections the rise in central bank policy rates to fight inflation continues to weigh on economic activity.
Global headline inflation is expected to fall from 8.7 percent in 2022 to 6.8 percent in 2023 and 5.2 percent in 2024, according to IMF’s WEO. Inflation could remain high and even rise if further shocks occur, including those from an intensification of the war in Ukraine and extreme weather-related events, triggering more restrictive monetary policy. On the upside, inflation could fall faster than expected, reducing the need for tight monetary policy, and domestic demand could again prove more resilient. In this sense, the buildup of gas inventories in Europe and weaker-than-expected demand in China, energy and food prices have dropped substantially from their 2022 peaks, although food prices remain elevated.
The global recovery from the Covid-19 pandemic and Russia’s invasion of Ukraine is slowing amid widening divergences among economic sectors and regions. China’s recovery could slow, in part as a result of unresolved real estate problems, with negative cross-border spillovers.
| 142 |
| Table of Contents |
Manufacturing activity and consumption of services in China rebounded when Chinese authorities abandoned their strict lockdown policies; net exports contributed strongly to sequential growth in February and March as supply chains normalized and firms swiftly put backlogs of orders into production. Nonetheless, continued weakness in the real estate sector is weighing on investment, and foreign demand remains weak.
In addition, banking scare remained contained and limited to problematic regional banks in the United States and Credit Suisse in Switzerland. Accordingly, since the April 2023 WEO, global financial conditions have eased, a sign that financial markets may have become less concerned about risks to financial stability coming from the banking sector. But tight monetary policy continues to put some banks under pressure, both directly (through higher costs of funding) and indirectly (by increasing credit risk).
Argentine macroeconomic context
Shopping malls sales reached a total ARS 144,743.3 million in June 2023, which represents a 149.5% increase as compared to June 2022. Accumulated sales for the first six months, represent a 143.3% in current terms and 12.8% increase in real terms as compared to the same period of 2022.
The INDEC reported that, for the eight months ended August 31, 2023, industrial activity in Argentina decreased by 3.1% compared to the same period in 2022. The textile industry accumulated a 2.7% growth during the first eight months of 2023 as compared to the same period last year. Moreover, the EMAE as of July 31, 2023, decreased by 1.3% compared to the same month in 2022.
Regarding the balance of payments, in the second quarter of 2023 the current account deficit reached USD 6.351 million, with USD 3,662 million allocated to the goods and services trade balance, and USD 3,409 million to the net primary deficit, and a surplus of USD 719 million to net secondary income.
During the second quarter of 2023, the financial account recorded a net capital inflow of USD 7,602 million, which was the result of a net fall in external financial assets held by residents of USD 5,166 million and a net increase in external liabilities of USD 2,436 million. This represents an increase in the net capital inflow of USD 4,513 million in relation to with what was estimated for the same quarter of the previous year.
As of June 30, 2023, international reserves reached USD 27,926 million, which implied an accounting decrease of USD 11,134 million compared to the previous quarter. This effect is mainly explained by balance of payments transactions for USD 10,058 million, and by a decreased of USD 1,076 million, driven by the changes in currencies parities.
In local financial markets, the Private Badlar rate in Pesos ranged from 50.63% to 92.25% in the period from July 2022 to June 2023, averaging 70.83% in June 2023 compared to 38.06% in June 2022. As of June 30, 2023, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 256.70 per USD 1.00. As of June 30, 2023, Argentina’s country risk decreased by 367 basis points in year-on-year terms. The debt premium paid by Argentina was 2,061 basis points in June 2023, compared to 229 basis points paid by Brazil and 376 basis points paid by Mexico.
As of October 12, 2023, the Private Badlar rate in Pesos peaked at 114.0625%. As of October 18, 2023, the seller exchange rate quoted by Banco de la Nación Argentina was ARS 350.10 per USD 1.00. As of October 17, 2023, Argentina’s country risk decreased by 461 basis points in year-on-year terms. The debt premium paid by Argentina was at 2,376 basis points as of October 17, 2023, compared to 204 basis points paid by Brazil and 372 basis points paid by Mexico as of that same date.
Likewise, in the national and international framework described above, the Company periodically analyzes alternatives to appreciate its shares value. In that sense, the Board of Directors of the Company will continue focusing on the evaluation of financial, economic and / or corporate tools that allow the Company to improve its position in the market in which it operates and have the necessary liquidity to meet its obligations. Within the framework of this analysis, the indicated tools may be linked to corporate reorganization processes (merger, spin-off or a combination of both), disposal of assets in public and / or private form that may include real estate as well as negotiable securities owned by the Company, incorporation of shareholders through capital increases through the public offering of shares to attract new capital, repurchase of shares and instruments similar to those described that are useful to the proposed objectives.
| 143 |
| Table of Contents |
Evolution of Shopping Malls in Argentina
In August 2023, the CCI showed a 1.15% increase compared to July 2023, and a 18.95% increase compared to August 2022. Shopping mall sales increased 149.5% in the fiscal 2023 compared to fiscal 2022. Accumulated sales for the first six months, represent a 143.3% in current terms and 12.8% increase in real terms as compared to the same period of 2022.
Evolution of Office Properties in Argentina
The corporate activity carried out remotely or virtual work that characterized this stage of confinement by Covid-19 brought with it a combination of lower demand, increased vacancies, and a slight decrease in the rental prices of category A + and A office buildings in Buenos Aires.
According to Colliers, the second quarter of 2023 closes with a vacancy in the order of 17.52% regarding the premium market of the City of Buenos Aires, slightly decreasing when compared to the previous quarter. Rental prices did not undergo major changes during the second quarter of the year 2023. Category A+ properties have an average price of 23.9 USD/sqm and class A properties of 18.7 USD/sqm. Regarding the average price per submarket, Catalinas and Norte CABA reflect the highest with records of 26.41 USD/sqm and 26.01 USD/sqm respectively.
Evolution of the Hotel industry in Argentina
According to the EOH prepared by INDEC, in June 2023, overnight stays at hotel and para-hotel establishments were estimated at 3.4 million, 17.1% more than the same month the previous year. Overnight stays by resident and nonresident travelers increased by 9.8% and 59.4%, respectively. Total travelers who stayed at hotels during June 2023 were 1.5 million, a 17.2% increase compared to the same month the previous year. The number of resident and nonresident travelers increased by 9.4% and 66.1%, respectively. The Room Occupancy Rate in June 2023 was 44.1%, compared to a 40.7% of the same month the previous year. Moreover, the Bed Occupancy Rate for the same period was 33.0%, compared to a 31.0% of the same month the previous year.
E. Critical Accounting Estimates
Not all of these significant accounting policies require management to make subjective or complex judgments or estimates. The following is intended to provide an understanding of the policies that management considers critical because of the level of complexity, judgment or estimations involved in their application and their impact on the Consolidated Financial Statements. These judgments involve assumptions or estimates in respect of future events. Actual results may differ from these estimates.
| 144 |
| Table of Contents |
Estimation | Main assumptions | Potential implications | Main references (1) |
Control, joint control or significant influence | Judgment relative to the determination that the Company holds an interest in the shares of investees (considering the existence and influence of significant potential voting rights), its right to designate members in the executive management of such companies (usually the Board of directors) based on the investees’ bylaws; the composition and the rights of other shareholders of such investees and their capacity to establish operating and financial policies for investees or to take part in the establishment thereof. | Accounting treatment of investments as subsidiaries (consolidation) or associates (equity method) | Note 2.3 |
Recoverable amounts of cash-generating units (even those including goodwill), associates and assets. | The discount rate and the expected growth rate before taxes in connection with cash-generating units. The discount rate and the expected growth rate after taxes in connection with associates. Cash flows are determined based on past experiences with the asset or with similar assets and in accordance with the Companys’s best factual assumption relative to the economic conditions expected to prevail. Business continuity of cash-generating units. Appraisals made by external appraisers and valuators with relation to the assets’ fair value, net of realization costs (including real estate assets). | Should any of the assumptions made be inaccurate, this could lead to differences in the recoverable values of cash-generating units. | Note 8 – Investments in associates and joint ventures Note 10 – Property, plant and equipment Note 12 – Intangible assets |
Estimated useful life of intangible assets and property, plant and equipment | Estimated useful life of assets based on their conditions. | Recognition of accelerated or decelerated depreciation by comparison against final actual earnings (losses). | Note 10 – Property, plant and equipment Note 12 – Intangible assets |
Fair value valuation of investment properties | Fair value valuation made by external appraisers and valuators. See Note 10. | Incorrect valuation of investment property values | Note 9 – Investment properties
|
Income tax | The Company estimates the income tax amount payable for transactions where the Treasury’s Claim cannot be clearly determined. Additionally, the Company evaluates the recoverability of assets due to deferred taxes considering whether some or all of the assets will not be recoverable. | Upon the improper determination of the provision for income tax, the Company will be bound to pay additional taxes, including fines and compensatory and punitive interest. | Note 21 – Taxes |
Allowance for doubtful accounts | A periodic review is conducted of receivables risks in the Company’s clients’ portfolios. Bad debts based on the expiration of account receivables and account receivables’ specific conditions. | Improper recognition of charges / reimbursements of the allowance for bad debt. | Note 15 – Trade and other receivables |
Level 2 and 3 financial instruments | Main assumptions used by the Company are: · Discounted projected income by interest rate · Values determined in accordance with the shares in equity funds on the basis of its Financial Statements, based on fair value or investment assessments. · Comparable market multiple (EV/GMV ratio). · Underlying asset price (Market price); share price volatility (historical) and market interest-rate (Libor rate curve). | Incorrect recognition of a charge to income / (loss). | Note 14 – Financial instruments by category |
Probability estimate of contingent liabilities. | Whether more economic resources may be spent in relation to litigation against the Company; such estimate is based on legal advisors’ opinions. | Charge / reversal of provision in relation to a claim. | Note 19 – Provisions |
Qualitative considerations for determining whether or not the replacement of the debt instrument involves significantly different terms | The entire set of characteristics of the exchanged debt instruments, and the economic parameters represented therein: Average lifetime of the exchanged liabilities; Extent of effects of the debt terms (linkage to index; foreign currency; variable interest) on the cash flows from the instruments. | Classification of a debt instrument in a manner whereby it will not reflect the change in the debt terms, which will affect the method of accounting recording. | Note 14 – Financial instruments by category |
(1) Reference to notes to our Audited Consolidated Financial Statements.
| 145 |
| Table of Contents |
ITEM 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Board of Directors
Under the Argentine General Corporation Law, corporations are managed by a board of directors elected at a shareholders’ meeting. Pursuant to section 59 of the Argentine General Corporation Law, directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for violating the law, the company’s by-laws or regulations, if any, and for any damage caused to these parties by fraud, abuse of authority or negligence, as provided for in Section 274 of the Argentine General Corporation Law. The following concepts are considered an integral part of a director’s duty of loyalty: (i) the prohibition to use the company’s assets and confidential information for private purposes; (ii) the prohibition to take advantage of, or allow others to take advantage, by action or omission, of the company’s business opportunities; (iii) the obligation to exercise their powers only for the purposes set forth by law, the bylaws of the company, or the resolutions of the shareholders or the board of directors; (iv) the obligation to act diligently in the preparation and disclosure of the information provided to the market and to ensure the independence of the company’s external auditors; and (v) the obligation to look after the company’s best interests, so that the actions of the board of directors are not contrary, directly or indirectly, to those interests. In accordance with the Argentine General Corporation Law, specific functions may be assigned to a director by statute or a resolution of the general shareholders’ meeting. In such cases, the attribution of responsibility will be based on individual performance, provided that the assignment of specific functions had been registered in the Public Registry. Under the Argentine General Corporation Law, directors cannot perform activities in competition with the company without the express authorization of the shareholders’ meeting. Directors must inform the board and the supervisory committee about any conflict of interest they may have regarding a proposed transaction and must abstain from voting on such matters.
A director shall not be responsible for the decisions taken in a board of directors’ meeting as long as he or she states his or her opposition in writing and informs the supervisory committee before any claim arises. Except in the event of a mandatory liquidation or bankruptcy, a director’s performance approved by the company’s shareholders releases such director of any liability for his performance, unless shareholders representing 5% or more of the company’s capital stock object to that approval, or the decision is taken in violation of the applicable laws or the company’s by-laws. The company is entitled to file judicial actions against a director if a majority of the company’s shareholders at a shareholders’ meeting requests that action. If the company does not initiate a legal claim within three (3) months since the shareholders resolution was approved, any shareholder will be entitled to file the claim on the company’s behalf.
Under the Argentine General Corporation Law, the board of directors is in charge of the management of the company and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine General Corporation Law, our by-laws and other applicable regulations. Furthermore, our board of directors is generally responsible for the execution of the resolutions passed by shareholders’ meetings and for the performance of any particular task expressly delegated by the shareholders. Under the Argentine General Corporation Law, the duties and responsibilities of an alternate director, when acting in the place of a director on a temporary or permanent basis, are the same as those discussed above for directors, and they have no other duties or responsibilities as alternate directors.
| 146 |
| Table of Contents |
Our bylaws provide that our board of directors will consist of a minimum of six and a maximum of fifteen regular directors and the same or fewer number of alternate directors. Our directors are elected for three-fiscal year terms by a majority vote of our shareholders at a general ordinary shareholders’ meeting and may be re-elected indefinitely.
As of the date of this Annual Report, our board of directors is composed of twelve regular directors and three alternate directors. Alternate directors will be summoned to exercise their functions in case of absence, vacancy or death of a regular director or until a new director is appointed.
The table below shows the composition of our board or directors:
Name |
| Date of Birth |
| Position |
| Year Last Appointed |
| Term Expiration |
| Position Held Since |
|
Eduardo S. Elsztain |
| 01/26/1960 |
| Chairman |
| 2021 |
| 2024 |
| 1991 |
|
Saúl Zang |
| 12/30/1945 |
| Vice-Chairman I |
| 2021 |
| 2024 |
| 1994 |
|
Alejandro G. Elsztain |
| 03/31/1966 |
| Vice-Chairman II |
| 2022 |
| 2025 |
| 2001 |
|
Fernando Adrián Elsztain |
| 01/04/1961 |
| Director |
| 2023 |
| 2026 |
| 1999 |
|
David Williams (*) |
| 12/07/1955 |
| Director |
| 2022 |
| 2025 |
| 2022 |
|
Mauricio E. Wior |
| 10/23/1956 |
| Director |
| 2021 |
| 2024 |
| 2006 |
|
Daniel Ricardo Elsztain |
| 12/22/1972 |
| Director |
| 2023 |
| 2026 |
| 2007 |
|
Maria Julia Bearzi (*) |
| 11/15/1975 |
| Director |
| 2022 |
| 2025 |
| 2019 |
|
Oscar Pedro Bergotto (*) |
| 07/19/1943 |
| Director |
| 2023 |
| 2026 |
| 2019 |
|
Liliana L. De Nadai (*) |
| 01/11/1959 |
| Director |
| 2022 |
| 2025 |
| 2019 |
|
Ben Iosef Elsztain |
| 01/16/1997 |
| Director |
| 2021 |
| 2024 |
| 2021 |
|
Nicolas Bendersky |
| 04/21/1983 |
| Director |
| 2023 |
| 2026 |
| 2022 |
|
Gabriel A. G. Reznik |
| 11/18/1958 |
| Alternate Director |
| 2022 |
| 2025 |
| 2019 |
|
Iair Elsztain |
| 03/05/1995 |
| Alternate Director |
| 2023 |
| 2026 |
| 2020 |
|
Marcos Oscar Barylka |
| 06/29/1945 |
| Alternate Director |
| 2022 |
| 2024 |
| 2022 |
|
(*) | Independent directors. |
Our chairman Mr. Eduardo S. Elsztain is the father of Iair Elsztain and Ben Elsztain. Eduardo S. Elsztain is the brother of Vice-Chairman II Alejandro G. Elsztain and of director Daniel R. Elsztain, and a cousin of director Fernando A. Elsztain.
Set forth below are brief descriptions of the relevant background and experience of our directors:
Eduardo S. Elsztain. Mr. Eduardo S. Elsztain has been engaged in the real estate business for more than thirty years. He is the Chairman of the Board of Directors of Cresud S.A.C.I.F. y A., Banco Hipotecario S.A., BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., Austral Gold Ltd. and Consultores Assets Management S.A., among other companies. He also Chairs Fundación IRSA, is a member of the World Economic Forum, the Council of the Americas, the Group of Fifty and the Argentine Business Association (AEA), among others. He is co-founder of Endeavor Argentina and serves as Vice President of the World Jewish Congress.
Saúl Zang. Mr. Zang holds a law degree from the Universidad de Buenos Aires. He is a member of the International Bar Association and of the Interamerican Federation of Lawyers. He is a founding partner of Zang, Bergel Viñes Law Firm. Mr. Zang is Vice-Chairman of Cresud, Consultores Assets Management S.A. and other companies such as Fibesa S.A. and Chairman at Puerto Retiro S.A. He is also director of Banco Hipotecario S.A., BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., BACS Banco de Crédito Securitización S.A., Nuevas Fronteras S.A., and Palermo Invest S.A., among other companies.
Alejandro Gustavo Elsztain. Mr. Alejandro Gustavo Elsztain holds an agricultural engineer degree from the Universidad de Buenos Aires. He completed the Advanced Management Program at Harvard Business School. He is currently serving as Vice-President II and CEO of Cresud, and Vice President of Fibesa S.A., Nuevas Fronteras S.A. and Hoteles Argentinos S.A.U. He is also director of BrasilAgro, a Brazilian agricultural company FYO and Agrofy. He is also the president of Fundación Hillel Argentina.
| 147 |
| Table of Contents |
Fernando Adrián Elsztain. Mr. Fernando Adrián Elsztain holds an architecture degree from Universidad de Buenos Aires. He has been engaged in the real estate business as a consultant and as managing officer of a real estate company. He is Chairman of the Board of Directors of Palermo Invest S.A. and Nuevas Fronteras S.A. He is also a director of Cresud, Hoteles Argentinos S.A.U. and Llao Llao Resorts S.A., and an alternate director of Puerto Retiro S.A.
David Williams. Mr. Williams holds a bachelor’s degree in business administration from Tufts University and a law degree from Georgetown University School of Law. He has focused on cross-border corporate transactions in Latin America for more than 25 years. He specializes in mergers and acquisitions, corporate and project finance, restructuring, corporate governance, and other complex corporate matters.
Mauricio Elías Wior. Mr. Wior holds bachelor’s degrees in economics and accounting, and a master’s degree in finance from Tel Aviv University. Mr. Wior is currently a member of the board of directors of Banco Hipotecario S.A. and Chairman in BHN Vida Sociedad de Inversión S.A. He has held positions at Bellsouth where he was Vice President for Latin America from 1995 to 2004. Mr. Wior was also Chief Executive Officer of Movicom Bellsouth from 1991 to 2004. In addition, he led the operations of various cellular phone companies in Uruguay, Chile, Peru, Ecuador and Venezuela. He was president of the Asociación Latinoamericana de Celulares (ALCACEL), American Chamber of Commerce in Argentina, and the Israeli Argentine Chamber of Commerce. He was director of Instituto para el Desarrollo Empresarial de la Argentina (IDEA), Fundación de Investigaciones Económicas Latinoamericanas (FIEL) and Tzedaka. He was also Director of GCDI S.A. (formerly TGLT S.A.), Chairman of Shufersal Israel and Vice Chairman of Cellcom Israel.
Daniel Ricardo Elsztain. Mr. Daniel Ricardo Elsztain holds a degree in economic sciences from Universidad Torcuato Di Tella and a master’s degree in business administration from Universidad Austral IAE. He previously held the position of Commercial and Marketing Manager and has been in charge of the real estate investments in New York between 2008 and 2011 and he has been the Company Executive Officer of IRSA Propiedades Comerciales S.A. He is also Chairman of Entertainment Holdings S.A., Entretenimiento Universal S.A., Boulevard Norte S.A. and Ogden Argentina S.A., as well as regular director of Nuevo Puerto Santa Fe S.A., and Panamerican Mall S.A., among other companies.
Maria Julia Bearzi. Ms. Bearzi holds a degree in administration from the Universidad Nacional de La Plata and has a specialization in Growth Companies from Harvard University. She has more than 20 years of experience working for entrepreneurial development at the Endeavor Foundation, and since 2016 she has been the Executive Director of this organization. She has extensive experience in entrepreneurship education, currently she leads the Ventures Academy program at Endeavor in conjunction with the University of San Andrés and teaches the Business Development course in the MBA at the National University of La Plata (UNLP).
Oscar Pedro Bergotto. Mr. Bergotto has worked as auditor at the Banco de la Nación Argentina and CFO in Isaac Elsztain e Hijos SCA. Between 1987 and 2008 he worked as treasurer of IRSA Inversiones y Representaciones S.A.
Liliana De Nadai. Ms. De Nadai holds an accounting degree from the Universidad de Buenos Aires in 1983. Since 2003, she has advised various companies such as banks, consultants and accounting firms in financial and banking areas; and accounting, tax and money laundering prevention system and administrative, accounting, financial management consultants in financial and banking companies. Throughout her career, she has attended several professional practice courses at the Professional Council of Economic Sciences of the City of Buenos Aires and continues to carry out ongoing training at said Council.
Ben Iosef Elsztain. Mr. Ben Iosef Elsztain is a young entrepreneur and CEO of ¡appa!, he studied social media at ORT Technical School. Throughout his career he has been very active in the entrepreneurial ecosystem: Today he is founder and Managing Partner of Shefa Ventures, the Corporate Venture Capital of the IRSA. He is the director of ¡appa!, the shopping mall app. Previously, he worked for Endeavor Argentina in the area of search and selection of entrepreneurs, and prior to that experience, he founded and was Commercial Manager of Torch Argentina until 2017. He is a member of the board of directors of Turismocity, the largest travel buyers in Latin America.
| 148 |
| Table of Contents |
Nicolas Bendersky. Mr. Bendersky has a degree in Economics and a Master’s in Finance from CEMA University. He began his career in 2001 in the corporate finance area of IRSA and CRESUD and between 2004 and 2014, he held various positions at Consultores Asset Management where he currently works as CIO. Between 2015 and 2021, he served on the boards of numerous leading public and private companies in Israel and is currently a regular member of the Board of Banco Hipotecario S.A. and CRESUD.
Gabriel A. G. Reznik. Mr. Reznik holds a civil engineering degree from Universidad de Buenos Aires. He worked for us from 1992 until May 2005, when he resigned. He had previously worked for an independent construction company in Argentina. He is an alternate director in Cresud.
Iair Elsztain. Mr. Elsztain is currently working for a company called Upland, in which he has a temporary contract until February 2024. He is a member of the Board of Directors and founder of Israel Startup Experience (ISE) (Israel Startup Experience), an experience for young people during 8 months in Israel and he is also alternate director in Cresud.
Marcos Oscar Barylka. Mr. Barylka obtained a degree in commercial activities from the Gral. San Martín School. Mr. Barylka has been involved in the retail and the gastronomy industries for over 35 years, having served as partner, manager and consultant for several companies. Since 2006, Mr. Barylka has served as Secretary of the Fundación Pele Ioetz, which provides support to families suffering economic and social problems in Argentina.
Employment Contracts with certain members of our Board of Directors
Messrs. Eduardo S. Elsztain, Saúl Zang, Alejandro Gustavo Elsztain and Fernando A. Elsztain are employed by us pursuant to Labor Contract Law No. 20,744. Law No. 20,744 governs certain conditions of the labor relationship, including remuneration, protection of wages, hours of work, holidays, paid leave, maternity protection, and suspension and termination of the contract.
Executive Committee
Pursuant to our bylaws, our day-to-day business is managed by an executive committee, in which one is the Chairman, one is Vice-Chairman I and one is Vice-Chairman II of our board of directors. The current members of the executive committee are Messrs. Eduardo S. Elsztain, Saúl Zang, Alejandro Elsztain and Fernando Elsztain, as regular members. The executive committee meets as needed by our business, or at the request of one or more of its members.
The executive committee is responsible for the management of our business pursuant to the authority delegated by our board of directors in accordance with applicable law and our bylaws. Pursuant to Section 269 of the Argentine General Corporation Law, the executive committee is only responsible for the management of the day-to-day business. Our bylaws authorize the executive committee to: designate the managers of our Company and establish the duties and compensation of such managers; grant and revoke powers of attorney on behalf of our Company; hire, discipline and fire personnel and determine wages, salaries and compensation of personnel; enter into contracts related to our business; manage our assets; enter into loan agreements for our business and establish liens to secure our obligations; and perform any other acts necessary to manage our day-to-day business.
Senior Management
Our board of directors appoints and removes senior management. The following table shows information regarding our senior management appointed by our board of directors:
Name |
| Date of Birth |
| Position |
| Position Held Since |
|
Eduardo S. Elsztain |
| 01/26/1960 |
| Chief Executive Officer |
| 1991 |
|
Matías I. Gaivironsky |
| 02/23/1976 |
| Chief Administrative and Financial Officer |
| 2011 |
|
Jorge Cruces |
| 11/07/1966 |
| Chief Investment Officer |
| 2020 |
|
Arnaldo Jawerbaum |
| 08/13/1966 |
| Chief Operating Officer |
| 2020 |
|
| 149 |
| Table of Contents |
For the relevant background and experience of our senior management, see “Board of Directors” in this section. The following is a brief biographical description of our senior managers who are not part of our boards of directors:
Matías Iván Gaivironsky. Mr. Matías Gaivironsky holds a degree in business administration from Universidad de Buenos Aires and a master’s degree in finance from Universidad del CEMA. Since 1997 he has served in various positions at IRSA Commercial Properties, IRSA, CRESUD and in 2009 he was appointed CFO of Tarshop. Since 2011, he serves as Chief Administrative and Financial Officer of IRSA and CRESUD. Mr. Gaivironsky is also director of Banco Hipotecario S.A.
Jorge Cruces. Mr. Cruces serves as Chief Investment Officer. He has been Manager of Urban Development at Banco Hipotecario S.A. He is a member of the Board of Directors of the Business Chamber of Urban Developers. He is also the Coordinator of the Executive Program of Real Estate Management at Universidad Torcuato Di Tella. Mr. Cruces is an architect and graduated from the Universidad de Belgrano with a master’s degree in Business Administration, with a focus on Finance and Strategic Administration.
Arnaldo Jawerbaum. Mr. Jawerbaum holds an architecture degree from Universidad de Belgrano. With a career of more than 20 years in the Company, he has served as Commercial Manager from 1997 to 2002, Marketing Manager in Fibesa S.A. from 2003 to 2017 and Chief Investment Officer from 2017 to 2020.
Supervisory Committee
The Argentine General Corporation Law and the Argentine Capital Market Law require any corporation that has made a public offering in Argentina, such as us, to have a supervisory committee (comisión fiscalizadora). Pursuant to the Argentine General Corporation Law, only lawyers and accountants admitted to practice in Argentina or civil partnerships composed of such persons may serve as statutory auditors in an Argentine sociedad anónima.
The primary responsibilities of the supervisory committee are to monitor the management’s compliance with the Argentine General Corporation Law, the applicable bylaws, regulations, if any, and the shareholders’ resolutions, and to perform other functions, including, but not limited to: (i) supervise and inspect the corporate books and records whenever necessary, but at least quarterly; (ii) attend meetings of the directors, executive committee, audit committee and shareholders; (iii) prepare an annual report concerning our financial condition and submit it to our shareholders at the ordinary annual meeting; (iv) provide certain information regarding the company, in response to the request of shareholders representing at least 2% of the capital stock; (v) call an extraordinary shareholders’ meeting when necessary, on its own initiative or at the request of the shareholders, or an ordinary one when our boards of directors fails to do so; (vi) supervise and monitor compliance with laws and regulations, the applicable bylaws and the shareholders’ resolutions; and (vii) investigate written complaints made by shareholders representing at least 2% of the capital stock.
In performing these functions, our supervisory committees do not control our operations or assess the merits of the decisions made by the directors. The duties and responsibilities of an alternate statutory auditor, when acting in the place of a statutory auditor on a temporary or permanent basis, are the same as those discussed above for statutory auditors. They have no other duties or responsibilities as alternate statutory auditors.
Our supervisory committee (comisión fiscalizadora) is responsible for reviewing and supervising our administration and affairs and verifying compliance with our bylaws and resolutions adopted at the shareholders’ meetings. The members of our supervisory committee are appointed at our annual general ordinary shareholders’ meeting for a one-fiscal year term. Our supervisory committee is composed of three regular members and three alternate members and pursuant to Section 294 of the Argentine General Corporation Law must meet at least every three months.
| 150 |
| Table of Contents |
The following table shows information about the members of our supervisory committee, who were elected at the annual ordinary shareholders’ meeting held on October 5, 2023.
Name |
| Date of Birth |
| Position |
| Term Expiration |
| Position Held Since |
|
José D. Abelovich |
| 07/20/1956 |
| Member |
| 2024 |
| 1992 |
|
Marcelo H. Fuxman |
| 11/30/1955 |
| Member |
| 2024 |
| 1992 |
|
Noemí I. Cohn |
| 05/20/1959 |
| Member |
| 2024 |
| 2010 |
|
Roberto D. Murmis |
| 04/07/1959 |
| Alternate Member |
| 2024 |
| 2005 |
|
Paula Sotelo |
| 10/08/1971 |
| Alternate Member |
| 2024 |
| 2020 |
|
Cynthia Deokmellian |
| 08/06/1976 |
| Alternate Member |
| 2024 |
| 2022 |
|
Set forth below are brief descriptions of the relevant background and experience of the members of our supervisory committee:
José Daniel Abelovich. Mr. Abelovich holds an accounting degree from the Universidad de Buenos Aires. He is a founding member and partner of Abelovich, Polano Asociados S.R.L. – NEXIA, a member firm of Nexia International, a global network of accounting and consulting firms. He is a member of the Supervisory Committees of Cresud S.A.C.I.F. y A., Pampa Energía S.A., and Banco Hipotecario S.A., among other companies.
Marcelo Héctor Fuxman. Mr. Fuxman holds an accounting degree from the Universidad de Buenos Aires. He is a partner of Abelovich, Polano Asociados S.R.L. – NEXIA, a member firm of Nexia International, a global network of accounting and consulting firms. He is also a member of the Supervisory Committees of Cresud S.A.C.I.F. y A., Inversora Bolívar S.A. and Banco Hipotecario S.A., among other companies.
Noemí Ivonne Cohn. Ms. Cohn holds an accounting degree from the Universidad de Buenos Aires. She is a partner at Abelovich, Polano Asociados S.R.L. – NEXIA, a member firm of Nexia International, a global network of accounting and consulting firms. Ms. Cohn worked in the audit area of Harteneck, Lopez y Cía., Coopers Lybrand in Argentina and Los Angeles, California. She is also a member of the Supervisory Committees of Cresud S.A.C.I.F. y A., Futuros y Opciones.com S.A. and Pan American Mall S.A., among other companies.
Roberto Daniel Murmis. Mr. Murmis holds accounting and law degrees from the Universidad de Buenos Aires. He is a partner at Abelovich, Polano Asociados S.R.L. – NEXIA, a member firm of Nexia International, a global network of accounting and consulting firms. He is a member of the Tax Affairs Commission and of the General Council of the Argentine Chamber of Commerce. He formerly served as an advisor to the Secretariat of Public Revenue (Secretaría de Ingresos Públicos) of the Argentine Ministry of Economy. Mr. Murmis also is a member of the supervisory committees of Cresud S.A.C.I.F. y A., Futuros y Opciones.com S.A. and Arcos del Gourmet S.A., among other companies.
Paula Sotelo. Ms. Sotelo holds an accounting degree from Universidad de Buenos Aires. She is a partner at Abelovich, Polano y Asociados S.R.L. – NEXIA, an accounting firm from Argentina that is a member of Nexia International, a global network of accounting and consulting firms. Previously, she was Senior Manager in the audit area of KPMG Argentina and also worked in the professional practice department at KPMG New York. She is a member of the Supervisory Committees of Hoteles Argentinos S.A.U., Futuros y Opciones.Com and FyO Acopio S.A., among others.
Cynthia Deokmellian. Ms. Deokmellian holds an accounting degree from Universidad de Buenos Aires. She is a partner at Abelovich, Polano y Asociados S.R.L. – NEXIA, an accounting firm from Argentina that is a member of Nexia International, a global network of accounting and consulting firms. Previously, she was Senior Manager in the audit area of KPMG. She is a member of the Supervisory Committees of Cresud S.A.C.I.F. y A., Futuros y Opciones.Com y FyO Acopio S.A., among others.
Internal Control
Management uses the 2013 COSO Report to assess the effectiveness of internal control over financial reporting.
| 151 |
| Table of Contents |
The 2013 COSO Report sets forth that internal control is a process performed by the Board of Directors, management and other personnel, designed to provide reasonable assurance regarding the achievement of the entity’s objectives in the following categories:
| · | Effectiveness and efficiency of operations |
|
|
|
| · | Reliability of financial reporting, and |
|
|
|
| · | Compliance with applicable laws and regulations |
Based on the above, the company’s internal control system involves all the levels actively involved in exercising control:
| · | the Board of Directors, by establishing the objectives, principles and values, setting the tone at the top and making the overall assessment of results; |
|
|
|
| · | the management of each area is responsible for the internal control in relation to objectives and activities of the relevant area, i.e. the implementation of policies and procedures to achieve the results of the areas and, therefore, those of the entity as a whole; |
|
|
|
| · | the rest of the personnel plays a role in exercising control, by generating information used in the control system or taking action to ensure control. |
Audit Committee
In accordance with the Capital Market Law No. 26,831 (the “Argentine Capital Market Law”), its regulatory decree 1,023 and the CNV Rules the Board of Directors has an Audit Committee. The main function of this committee is to assist the Board of Directors in: (i) exercising its duty of care, diligence and competence in issues relating to us, specifically as concerns the enforcement of accounting policies, and disclosure of accounting and financial information, (ii) management of our business risk, the management of our internal control systems, (iii) behavior and ethical conduct of the Company’s businesses, (iv) monitoring the sufficiency of our financial statements, (v) our compliance with the laws, (vi) independence and competence of independent auditors, (vii) performance of our internal audit duties both by our Company and the external auditors and (viii) it may render, upon request of the Board of Directors, its opinion on whether the conditions of the related parties’ transactions for relevant amounts may be considered reasonably sufficient under normal and habitual market conditions.
In accordance with the provisions of the Argentine Capital Market Law, the CNV Rules and the applicable rules of the SEC, our Audit Committee is made up by three Board members who qualify as independent directors.
Currently, we have a fully independent Audit Committee composed of Messrs. Oscar Pedro Bergotto, Liliana De Nadai and Maria Julia Bearzi, who is also designated as financial expert in compliance with the requirements of the SEC regulations.
Aspects related to the decision-making processes and internal control system of the Company
The decision-making process is led in the first place by the Executive Committee in exercise of the duties and responsibilities granted to it under the bylaws. As part of its duties, a material aspect of its role is to draft the Company’s strategic plan and annual budget projections, which are submitted to the Board of Directors for review and approval.
The Executive Committee analyzes the objectives and strategies that will be later considered and resolved by the Board of Directors and outlines and defines the main duties and responsibilities of the various management departments.
| 152 |
| Table of Contents |
The Company’s internal control system also involves all levels that participate in active control: the Board of Directors establishes the objectives, principles and values, it provides general guidance and assesses global results; the Departments are responsible for compliance with internal policies, procedures and controls to achieve results within their sectors and –of course- achieve the results for the entire organization, and the other personnel members also have a role in exercising control upon generating information used by the control system, or by taking certain actions to ensure control.
In addition, the Company has an Internal Audit Department reporting to the CEO that is responsible for overseeing compliance with internal controls by the departments above mentioned issuing reports that are also presented to the Audit Committee.
B. Compensation
Board of Directors
Under the Argentine General Corporation Law, if the compensation of the members of the Board of Directors and the Supervisory Committee is not established in the bylaws of the Company, it should be determined by the shareholders’ meeting. The maximum amount of total compensation to the members of the Board of Directors and the Supervisory Committee, including compensation for technical or administrative permanent activities, cannot exceed 25% of the earnings of the company. That amount should be limited to 5% when there is no distribution of dividends to shareholders and will be increased in proportion to the distribution up to such limit if all earnings are distributed. For purposes of applying this provision, the reduction in the distribution of dividends derived from reducing the Board of Directors’ and Supervisory Committee’s fees will not be considered.
When one or more directors perform special commissions or technical or administrative activities, and there are no earnings to distribute, or they are reduced, the shareholders meeting may approve compensation in excess of the above mentioned limits. The compensation of our directors for each fiscal year is determined pursuant to the Argentine Corporation Law and taking into consideration whether the directors performed technical or administrative activities and our fiscal year’s results. Once the amounts are determined, they are considered at the shareholders’ meeting.
At our annual ordinary shareholders meeting held on October 5, 2023, the shareholders agreed to pay an aggregate compensation of ARS 9,050.0 million to all the members of the Board of Directors for the fiscal year ended June 30, 2023, for technical and administrative duties discharged by the directors, which compensation is commensurate with the reasonableness standards governing remunerations for the performance of executive tasks and has taken into account the Board members’ technical and operating skills and capabilities and their business expertise together with the commitment with their duties and, in the particular year under consideration, the successful outcome of their performance in connection with the debt refinancing and repayment process and the Company’s financial management, along with comparable market criteria for companies of similar standing, all the foregoing in accordance with the corporate governance practices set forth in the Corporate Governance Code
This compensation approved by the annual ordinary shareholders’ meeting pertains to the Company’s individual board and does not consider inflation adjustment. For accounting purposes, the consolidated compensation for the Board of Directors accrued during the fiscal year ended June 30, 2022 and 2023 was ARS 2,836 million and ARS 9,070 million, respectively.
Senior Management
We pay our senior management pursuant to a fixed amount, established by taking into consideration their background, capacity and experience and an annual bonus which varies according to their individual performance and the Company’s overall results.
The total aggregate compensation paid to our Senior Management (excluding Directors) for the fiscal year ended June 30, 2023 was ARS 268.5 million.
| 153 |
| Table of Contents |
Supervisory Committee
The shareholders meeting held on October 5, 2023, approved by majority vote the payment of fees to the Supervisory Committee for the duties performed during the fiscal year ended June 30, 2023 for an aggregate amount of ARS 8.5 million.
Audit Committee
The members of our Audit Committee do not receive compensation in addition to those received for their services as members of our Board of Directors.
Compensation Plan for Executive Management
We have a defined contribution plan covering the members of our management team. The Plan became effective on January 1, 2006. Employees may begin participation voluntarily on monthly enrollment dates. Participants may make pre‑tax contributions to the Plan of up to 2.5% of their monthly salary, or the “Base Contributions”. Employee contributions are transferred to a mutual fund. Employee contributions are held in a mutual fund. Individual participants may direct the trustee to invest their accounts in authorized investment alternatives. Participants or their assignees, as the case may be, may have access to 100% of our contributions under the following circumstances:
| 1. | ordinary retirement in accordance with applicable labor regulations; |
|
|
|
| 2. | total or permanent incapacity or disability; or |
|
|
|
| 3. | death. |
In case of resignation or unjustified termination, the beneficiary may redeem the amounts contributed by us only if the participant has participated in the Plan for at least five years. In case that the conditions are not met, the contributed funds remain at the participant’s disposal.
Incentive Program
The Shareholders’ Meetings held on October 31, 2011, October 31, 2012 and October 31, 2013 ratified the resolutions approved thereat as regards the incentive plan for the Company’s executive officers, up to 1% of its shareholders’ equity by allocating the same number of own treasury stock (the “Executive Plan”), and delegated on the Board of Directors the broadest powers to fix the price, term, form, modality, opportunity and other conditions to implement such Executive Plan.
In this sense and in accordance with the new Capital Markets Law, the Company has made the relevant filing with the CNV and pursuant to the comments received from such entity, it has made the relevant amendments to the Executive Plan which, after the CNV had stated to have no further comments, were explained and approved at the Shareholders’ Meeting held on November 14, 2014, where the broadest powers were also delegated to the Board of Directors to implement such Executive Plan.
The Company has developed a medium and long term incentive and retention stock program for its management team and key employees under which share-based contributions (after tax and social contributions) were calculated based on the annual bonus for the years 2011, 2012, 2013 and 2014.
The beneficiaries under the Executive Plan were invited to participate by the Board of Directors and their decision to access the Executive Plan is voluntary.
| 154 |
| Table of Contents |
In the future, the Executive Participants or their successors in interest will have access to 100% of the benefit (IRSA’s shares contributed by the Company) in the following cases:
| · | if an employee resigns or is dismissed for no cause, he or she will be entitled to the benefit only if 5 years have elapsed from the moment of each contribution; |
|
|
|
| · | retirement; |
|
|
|
| · | total or permanent disability; |
|
|
|
| · | death. |
While Executive Participants are part of the program and until the conditions mentioned above are met to receive the shares corresponding to the contributions based on the 2011 to 2013 bonus, Executive Participants will receive the economic rights corresponding to the shares assigned to them. In case that the conditions are not met, the contributed funds remain at the participant’s disposal.
As regards the year 2014, the program sets forth an extraordinary reward consisting of freely available stock payable in a single opportunity on a date to be determined by the Company. The date was fixed for June 26, 2015 for payroll employees of IRSA, IRSA CP, PAMSA, Emprendimiento Recoleta S.A., ARCOS and FIBESA S.A. who received IRSA’s shares.
Besides, the Company has decided to grant a bonus in shares to all the personnel with more than two years of seniority and who do not participate in the program described above, which bonus consists of a number of shares equivalent to their compensation for June 2014.
The shares allocated to the Executive Plan by the Company are shares purchased in 2009, which the Shareholders’ Meeting held on October 31, 2011 has specifically decided to allocate to the Executive Program.
On October 30, 2019, the shareholders’ meeting approved the implementation of a new incentive plan for directors, management and employees based on the granting of shares for the long term remuneration of its executives, directors and employees, which accomplish certain requirements in terms of seniority and internal category. In that sense, the shareholders approved a capital increase for up to 1% of the capital stock at the time of the execution of the plan. As of today, our Board of Directors have not implemented the new incentive program. For more information see “Item 10. Additional Information–B. Memorandum and Articles of Association–Ordinary and Extraordinary General Shareholders’ Meetings.” and “Recent developments–General Ordinary Shareholders’ Meeting”.
C. Board Practices
For information about the date of expiration of the current term of office and the period during which each director has served in such office see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management.”
Benefits upon Termination of Employment
There are no contracts providing for benefits to Directors upon termination of employment, other than those described under the following sections: (i) ITEM 6: Directors, Senior Management and Employees – B. Compensation – Capitalization Plan and (ii) ITEM 6: Directors, Senior Management and Employees – B. Compensation – Incentive Plan for Managers.
D. Employees
As of June 30, 2023, we had 1,289 employees. Our employees of the segments our Shopping Mall, Offices, Sales and Developments and Other business had 667 employees with 260 represented by the Union of Commerce Employees (Sindicato de Empleados de Comercio). Our Hotels segment had 622 employees, with 528 represented by the Tourism, Hotel and Gastronomic Workers Union (Unión de Trabajadores del Turismo, Hoteleros y Gastronómicos de la República Argentina, UTHGRA).
| 155 |
| Table of Contents |
|
| Year ended on June 30, |
| |||||||||
|
| 2023 |
|
| 2022 |
|
| 2021 |
| |||
Shopping Malls, Offices, Sales and Developments and Other businesses |
|
| 667 |
|
|
| 656 |
|
|
| 633 |
|
Hotels (1) |
|
| 622 |
|
|
| 750 |
|
|
| 652 |
|
Total |
|
| 1,289 |
|
|
| 1,406 |
|
|
| 1,285 |
|
(1) | Includes Hotel Intercontinental, Libertador Hotel and Llao Llao. |
E. Share Ownership
The following table sets forth the amount and percentage of our common shares beneficially owned by our directors, senior managers and members of the supervisory committee as of June 30, 2023.
|
|
|
| Share ownership |
| |||||||||||||
Name |
| Position |
| Number of Shares (4) |
|
| Percentage (%) (2) |
|
| Number of Warrants (3) |
|
| Percentage fully diluted (%) (3) |
| ||||
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Eduardo S. Elsztain (1) |
| Chairman / CEO |
|
| 471,976,181 |
|
|
| 58.2 |
|
|
| 50,512,505 |
|
|
| 58.7 |
|
Saúl Zang |
| Vice-Chairman I |
|
| 1,428,237 |
|
|
| 0.2 |
|
|
| 68,795 |
|
|
| 0.2 |
|
Alejandro G. Elsztain |
| Vice- Chairman II |
|
| 7,931,612 |
|
|
| 1.0 |
|
|
| 315,107 |
|
|
| 0.9 |
|
Fernando A. Elsztain |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
David Williams |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Mauricio E. Wior |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Daniel R. Elsztain |
| Regular Director |
|
| 353,715 |
|
|
| 0.0 |
|
|
| 21,435 |
|
|
| 0.0 |
|
Oscar Pedro Bergotto |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
María Julia Bearzi |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Liliana De Nadai |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Ben Elsztain |
| Regular Director |
|
| 1,864 |
|
|
| 0.0 |
|
|
| — |
|
|
| 0.0 |
|
Nicolas Bendersky... |
| Regular Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Gaston A. Lernoud (5) |
| Alternate Director |
|
| 21,546 |
|
|
| 0.0 |
|
|
| 27,778 |
|
|
| 0.0 |
|
Gabriel A. G. Reznik |
| Alternate Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Iair Elsztain |
| Alternate Director |
|
| 1,114 |
|
|
| 0.0 |
|
|
| 130 |
|
|
| 0.0 |
|
Oscar Marcos Barylka |
| Alternate Director |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Senior Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matías I. Gaivironsky |
| Chief Financial and Administrative Officer |
|
| 199,971 |
|
|
| 0.0 |
|
|
| 130,558 |
|
|
| 0.0 |
|
Jorge Cruces |
| Chief Investment Officer |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Arnaldo Jawerbaum |
| Chief Operating Officer |
|
| 570,000 |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
Supervisory Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
José D. Abelovich.... |
| Member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Marcelo H. Fuxman |
| Member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Noemí I. Cohn |
| Member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Roberto D. Murmis |
| Alternate member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Paula Sotelo |
| Alternate member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Cynthia Deokmellian |
| Alternate member |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
(1) | Includes (i) 431,737,584 common shares beneficially owned by Cresud, (ii) 22,874,432 common shares owned by Helmir (iii) 8,932,830 common shares owned by Consultores Venture Capital Uruguay S.A., (iv) 1,263,190 common shares owned by Consultores Asset Management S.A. and (v) 7,168,145 common shares directly owned by Mr. Eduardo Elsztain. |
(2) | As of June 30, 2023, the outstanding shares were 811,137,457 and we own 12,537,588 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
| 156 |
| Table of Contents |
(3) | In May 2021, 80 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2023, the warrants outstanding common was 79,709,301, and as a subsequent event, on September 29, 2023, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased from 79,709,301 to 79,646,262, for more information, see “Recent Developments – Exercise of Warrants”. On May 11, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend, distributed May 5, 2023, being the Ratio of 1.1719 shares per option and a price of USD 0.3689 per share. As a subsequent event, on September 14, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) an the changing the nominal value of the ordinary shares from ARS 1 (one Peso) to ARS 10 (ten Pesos), which was informed in September 13, 2023, being the current Ratio of 1.0639 shares with nominal value ARS 10.00 per option and a price of USD 0.4063 per share, for more information see “Recent Developments – Warrants – Modification on Ratio and Price.” |
(4) | On September 13, 2023, we announced that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, each with a nominal value of ARS 1.00 and one vote per share, for the amount of 736,354,245 book-entry common shares, each with a nominal value of ARS 10.00 and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with a nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with a nominal value of ARS 10.00. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation. Also, regarding the GDS holders, we instruct BNYM to process the reverse split, at the same rate as mentioned above for the ADR program, effective October 3, 2023. It is reported that the Company share capital after the indicated operations amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share. For more information see “Recent Developments – Change in the total amount of shares and its nominal value.” |
(5) | On the Ordinary General Shareholders’ Meeting held on October 5, 2023, the director’s position was not renewed. |
Option Ownership
No options to purchase common shares have been granted to our Directors, Senior Managers, members of the Supervisory Committee, or Audit Committee.
Employee Participation in our share Capital
There are no arrangements for involving our employees in our capital stock or related to the issuance of options, common shares or securities, other than those described under the following sections: (i) Item 6 – B. Compensation – Capitalization Plan and (ii) Item 6 – B. Compensation –Incentive Program.
ITEM 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Information about Major Shareholders
Share Ownership
The following table sets forth information regarding ownership of our capital stock by each person known to us to beneficially own at least 5% of our common shares and all our directors and officers as a group.
|
| Share Ownership as of June 30, 2023 |
| |||||||||||||
Shareholder |
| Number of Shares (5) |
|
| Percentage (2) |
|
| Number of Warrants |
|
| Percentage fully diluted (3) |
| ||||
Cresud (1) |
|
| 454,612,016 |
|
|
| 56.0 | % |
|
| 49,644,626 |
|
|
| 56.7 | % |
Directors and officers |
|
| 27,872,224 |
|
|
| 3.4 | % |
|
| 1,431,682 |
|
|
| 3.3 | % |
ANSES |
|
| 42,920,735 |
|
|
| 5.3 | % |
|
| 3,781,213 |
|
|
| 5.2 | % |
683 Capital Management (4) |
|
| 37,000,000 |
|
|
| 4.6 | % |
|
| — |
|
|
| 4.1 | % |
Others (less than 5%) |
|
| 248,732,482 |
|
|
| 30.7 | % |
|
| 24,851,780 |
|
|
| 30.7 | % |
Total |
|
| 811,137,457 |
|
|
| 100.0 | % |
|
| 79,709,301 |
|
|
| 100.0 | % |
(1) | Eduardo S. Elsztain is the beneficial owner of 216,884,083 common shares of Cresud, representing 36.6% of its total share capital, which include (i) 93,119,671 common shares beneficially owned by IFISA, 1,100 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain is deemed to be the beneficial owner, (iii) 45,667,750 common shares owned by Agroinvestment S.A. for which Mr. Eduardo S. Elsztain is deemed beneficial owner and (iv) 78,095,562 common shares directly owned by Mr. Eduardo S. Although Mr. Elsztain does not own a majority of the common shares of Cresud, he is its largest shareholder and exercises substantial influence over it. If Mr. Elsztain is considered to be the beneficial owner of Cresud due to his substantial influence over it, he would be the beneficial owner of 55.7% of our common shares by virtue of his investment in (a) Cresud of 431,737,584 common shares; (b) Consultores Venture Capital Uruguay S.A. of 8,932,830 common shares; (c) Consultores Asset Management S.A. of 1,263,190; (d) Helmir S.A. 2,525,762 common shares; and (e) directly owned shares of 7,315,145 (items iii, iv and v are exposed under the line “Directors and officers”). Cresud is a leading Argentine producer of basic agricultural products. Cresud’s common shares began trading on the ByMA on December 12, 1960, under the trading symbol “CRES” and on March 1997 its GDSs began trading in the Nasdaq under the trading symbol “CRESY.” |
| 157 |
| Table of Contents |
(2) | As of June 30, 2023, the number of outstanding common shares was 811,137,457 and we own 12,537,588 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(3) | In May 2021, 80 million options were issued that will entitle the holders through their exercise to acquire additional new shares. As of June 30, 2023, the warrants outstanding common was 79,709,301 warrants outstanding, and as a subsequent event, on September 29, 2023, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased from 79,709,301 to 79,646,262, for more information, see “Recent Developments – Exercise of Warrants”. On May 11, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend, distributed May 5, 2023, being the Ratio of 1.1719 shares per option and a price of USD 0.3689 per share. As subsequent event, on September 14, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) an the changing the nominal value of the ordinary shares from ARS 1 (one Peso) to ARS 10 (ten Pesos), which was informed in September 13, 2023, being the current Ratio of 1.0639 shares with nominal value ARS 10.00 per option and a price of USD 0.4063 per share, for more information see “Recent Developments – Warrants – Modification on Ratio and Price.” |
(4) | Ownership in IRSA according to the Form filed with the SEC. |
(5) | On September 13, 2023, we announced that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, each with a nominal value of ARS 1.00 and one vote per share, for the amount of 736,354,245 book-entry common shares, each with a nominal value of ARS 10.00 and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with a nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with a nominal value of ARS 10. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation. Also, regarding the GDS holders, we instruct BNYM to process the reverse split, at the same rate as mentioned above for the ADR program, effective October 3, 2023. It is reported that the Company share capital after the indicated operations amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share. For more information see “Recent Developments – Change in the total amount of shares and its nominal value.” |
Changes in Share Ownership
Shareholder (3) |
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2021 |
|
| June 30, 2020 |
|
| June 30, 2019 |
| |||||
|
| % |
| |||||||||||||||||
Cresud (1) |
|
| 56.0 |
|
|
| 53.6 |
|
|
| 62.1 |
|
|
| 62.1 |
|
|
| 62.1 |
|
Directors and officers (2) |
|
| 3.4 |
|
|
| 3.4 |
|
|
| 1.6 |
|
|
| 1.4 |
|
|
| 1.5 |
|
ANSES |
|
| 5.3 |
|
|
| 5.3 |
|
|
| 4.5 |
|
|
| 4.5 |
|
|
| 4.5 |
|
683 Capital Management (3) |
|
| 4.6 |
|
|
| 6.0 |
|
|
| 1.8 |
|
|
| 1.6 |
|
|
| 1.5 |
|
Others |
|
| 30.7 |
|
|
| 31.7 |
|
|
| 30.0 |
|
|
| 30.4 |
|
|
| 30.4 |
|
Total |
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
|
| 100.0 |
|
(1) | Eduardo S. Elsztain is the beneficial owner of 216,884,083 common shares of Cresud, representing 36.6% of its total share capital, which include (i) 93,119,671 common shares beneficially owned by IFISA, 1,100 common shares owned by Consultores Venture Capital Uruguay S.A. for which Mr. Eduardo S. Elsztain is deemed to be the beneficial owner, (iii) 45,667,750 common shares owned by Agroinvestment S.A. for which Mr. Eduardo S. Elsztain is deemed beneficial owner and (iv) 78,095,562 common shares directly owned by Mr. Eduardo S. Although Mr. Elsztain does not own a majority of the common shares of Cresud, he is its largest shareholder and exercises substantial influence over it. If Mr. Elsztain is considered to be the beneficial owner of Cresud due to his substantial influence over it, he would be the beneficial owner of 55.7% of our common shares by virtue of his investment in (a) Cresud of 431,737,584 common shares; (b) Consultores Venture Capital Uruguay S.A. of 8,932,830 common shares; (c) Consultores Asset Management S.A. of 1,263,190; (d) Helmir S.A. 2,525,762 common shares; and (e) directly owned shares of 7,315,145 (items iii, iv and v are exposed under the line “Directors and officers”). Cresud is a leading Argentine producer of basic agricultural products. Cresud’s common shares began trading on the ByMA on December 12, 1960, under the trading symbol “CRES” and on March 1997 its GDSs began trading in the Nasdaq under the trading symbol “CRESY.” |
(2) | As of June 30, 2023, the number of outstanding common shares was 811,137,457 and we own 12,537,588 shares in treasury. To calculate the percentage, the effect of treasury shares was not considered. |
(3) | Ownership in IRSA according to the Form filed with the SEC. |
| 158 |
| Table of Contents |
Differences in Voting Rights
Our major shareholders do not have different voting rights.
Arrangements for change in control
We are not aware of any arrangements that may, when in force, result in a change in control.
Securities held in the host country
As of June 30, 2023, our total issued capital stock outstanding consisted of 811,137,457 common shares. As of June 30, 2023, there were approximately 28,292,315 Global Depositary Shares (representing 282,923,150 of our common shares, or 34.9% of all or our outstanding common shares) held in the United States by approximately 41 registered holders.
On April 27, 2023, the Company held the Ordinary and Extraordinary General Shareholders’ Meeting, resolving, among other issues, the increase in the capital stock through the partial capitalization of the issue premium and the consequent issue of ordinary shares for the amount of 6,552,405,000 to be distributed among shareholders who hold shares on the date of settlement, in proportion to their holdings. Additionally, it was approved by a majority of votes to amend the seventh article of the Company’s bylaws, where it modifies the nominal value of the shares from ARS 1.00 to ARS 10.00 each and with the right to one vote per share. On September 13, 2023, we announced that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, each with a nominal value of ARS 1.00 and one vote per share, for the amount of 736,354,245 book-entry common shares, each with a nominal value of ARS 10.00 and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with a nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with a nominal value of ARS 10.00. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation. Also, regarding the GDS holders, we instruct the GDS Depositary to process the reverse split, at the same rate as mentioned above for the ADR program, effective as of October 3, 2023. It is reported that the Company share capital after the indicated operations amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share. For more information see “Recent Developments – Change in the total amount of shares and its nominal value.”
In May 2021, 80 million options were issued that will entitle the holders thereto to acquire additional new shares. As of June 30, 2023, there were 79,709,301 warrants outstanding and as a subsequent event, on September 29, 2023, we reported that certain warrants holders have exercised their right to acquire additional shares, therefore the new number of outstanding warrants decreased from 79,709,301 to 79,646,262, for more information, see “Recent Developments – Exercise of Warrants”. On May 11, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company had been modified as a result of the payment of the cash dividend, which was distributed May 5, 2023, being the ratio of 1.1719 shares per option and the price USD 0.3689 per share. As a subsequent event, on September 14, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company had been modified as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) the change of the nominal value of the ordinary shares from ARS 1.00 to ARS 10.00, which was informed in September 13, 2023, being the current ratio 1.0639 shares with nominal value ARS 10.00 per option and a price of USD 0.4063 per share, for more information see “Recent Developments – Warrants – Modification on Ratio and Price.”
Offer and Listing Details
The following summary provides information concerning our share capital.
Stock Exchanges in which our securities are listed
Our common shares are listed on the ByMA and our GDSs in the NYSE.
| 159 |
| Table of Contents |
The following description of the material terms of our capital stock is subject to our certificate of incorporation and bylaws, which are included as exhibits to this Form 20-F, and the provisions of applicable Argentine Law.
As of that date of this Annual Report: (1) we had no other shares of any class or series issued and outstanding; and (2) there are no outstanding convertible notes to acquire our shares. Our common shares have one vote per share. All outstanding shares are validly issued, fully paid and non-assessable. As of June 30, 2023, there were approximately 12,905 holders of our common shares.
Price history of our stock in the ByMA and NYSE
Our common shares are traded in Argentina on the ByMA, under the trading symbol “IRSA.” Since 1994, our GDSs, each presenting 10 common shares, have been listed in the NYSE under the trading symbol “IRS.” The Bank of New York Mellon is the depositary with respect to the GDSs.
B. Related Party Transactions
A related party transaction is any transaction entered into directly or indirectly by us or any of our subsidiaries that is material based on the value of the transaction to: (a) us or any director, officer or member of our management or shareholders; (b) any entity in which any person described in clause (a) is interested; or (c) any person who is connected or related to any person described in clause (a).
Offices and Shopping Mall Leases
Cresud rented office space for its executive offices located at the Della Paolera tower at Della Paolera 261, floor 9th, City of Buenos Aires, Argentine which IRSA owned, and which was sold to a non-related party. The offices of Eduardo S. Elsztain, the Chairman of our Board of Directors and our controlling shareholder, are located at Bolivar 108, City of Buenos Aires, Argentina. This property has been rented to a company controlled by family members of Mr. Elsztain and to a company controlled by Fernando A. Elsztain, one of our directors and the cousin of Mr. Eduardo S. Elsztain, and members of his family.
Furthermore, we also lease various stores, stands, storage space or advertising spaces in our shopping malls to third parties and related parties such as Banco Hipotecario S.A.
Lease agreements entered into with affiliates have included similar provisions and amounts to those included in agreements with unaffiliated third parties.
Agreement for the Exchange of Corporate Services with Cresud
Considering that each of Cresud and us have operations that overlap to a certain extent, our Board of Directors deemed it advisable to implement alternatives designed to reduce certain fixed costs of our combined activities and mitigate their impact on our operating results while seizing and optimizing the individual efficiencies of each of them in the different areas comprising the management of operations.
To such end, on June 30, 2004, we and Cresud entered into a Master Agreement for the Exchange of Corporate Services, or the “Framework Agreement,” which has been amended several times in line with evolving operating requirements. The Framework Agreement had an initial term of 24 months and is renewable automatically for additional 24-month terms, unless terminated by any of the parties upon prior notice.
Annually, a review of the criteria used in the determination of pricing for corporate services, as well as the bases of cost distribution and supporting documentation used in the aforementioned process. The risk management and audit area coordinate the review, which, in turn, periodically delegated the review to an external consultant.
The operations described above allow Cresud and us to keep our strategic and commercial decisions fully independent, with cost and profit apportionment allocated on the basis of operating efficiency and equity, applying when appropriate the terms of the shared services contract, to ensure that any one company benefiting at the expense of the others.
| 160 |
| Table of Contents |
Hospitality Services
We and our related parties hire, on certain occasions, hotel services and lease conference rooms for events held at our subsidiaries, Nuevas Fronteras S.A. and Llao Llao Resorts S.A., all on arm’s-length terms and conditions.
Financial and Service Operations
We work with several financial entities in Argentina for operations including, but not limited to, credit, investment, other financial services, purchase and sale of securities and financial derivatives. Such entities include Banco Hipotecario S.A. and its subsidiaries and FYO. Furthermore, Banco Hipotecario and BACS usually act as underwriters in capital market transactions we undertake. In addition, we invest from time to time our cash in mutual funds managed by BACS Administradora de Activos S.A. S.G.F.C.I., which is a subsidiary of Banco Hipotecario S.A., among other entities.
Hiring of GCDI S.A. (formerly TGLT S.A.)
We hired GCDI S.A. to carry out the completion work of the resistant reinforced concrete structure of the building called “Manzana 35 Torre 3”, in the City of Buenos Aires owned by us. The work includes the execution of preliminary works, removal of non-structural elements, reinforced concrete structure from the slab on the eleventh floor to the finish and channeling embedded electrical installations, for an estimated amount of ARS 64.7 million (base May 2021, with price adjustment according to variation in the Argentine Chamber of Construction Index), resulting in the best offer that was receive. The Audit Committee concluded that the reported conditions of the operation under treatment are reasonable considering those offered between independent parties, and consequently, it has no observations.
Donations to Fundación IRSA and Fundación Museo de los Niños
Fundación IRSA is a non-profit charity that seeks to support and generate initiatives concerning education, the promotion of corporate social responsibility and the entrepreneurial spirit of young adults. It carries out corporate volunteer programs and fosters donations from our employees. The main members of Fundación IRSA’s Board of Directors are: Eduardo S. Elsztain (President); Saúl Zang (Vice President I); Alejandro Elsztain (Vice President II); Mariana C. de Elsztain (Secretary), Oscar Marcos Barylka (Director) and Marcos Slipakoff (Treasurer). It finances its activities with donations from us, Cresud and other related companies.
On October 31, 1997, we entered into an agreement with Fundación IRSA, whereby 3,800 square meters of the developed area at Abasto Shopping Mall was granted under a gratuitous bailment agreement for a term of 30 years. Subsequently, on October 29, 1999, Fundación IRSA assigned free of cost all the rights of use over such space and its respective obligations to Fundación Museo de los Niños.
On November 29, 2005, we signed another agreement with Fundación Museo de los Niños granting under gratuitous bailment 2,670 square meters of the developed area at Alto Rosario shopping mall for a term of 30 years.
Fundación Museo de los Niños is a non-profit institution created by the founders of Fundación IRSA and its members are the same as those of Fundación IRSA.
Fundación Museo de los Niños has used these spaces to set up “Museo de los Niños, Abasto” and “Museo de los Niños, Rosario”, two interactive learning centers intended for children and adults. The agreements described above establish that the payment of common charges and direct expenses related to the services performed by these spaces must be borne by Fundación Museo de los Niños.
| 161 |
| Table of Contents |
Borrowings
In the ordinary course of our business, we enter into loan agreements or credit facilities with related companies. The loans under these loan agreements and credit facilities accrue interest at prevailing market rates.
Purchase of financial assets
We usually invest excess cash in instruments that may include those issued by related companies, acquired at issuance, or from unrelated third parties in secondary market transactions.
Investment in Dolphin Real Assets Fund SPC Ltd.
On August 31, 2021, Torodur S.A., an Uruguayan company wholly owned by IRSA, entered into a subscription agreement with Dolphin Fund Ltd., an investment fund, incorporated under the laws of Bermuda, controlled through equity shares by Tyrus S.A., an Uruguayan company wholly owned by IRSA and whose administrator is Consultores Venture Capital Uruguay S.A., an Uruguayan company indirectly controlled by Mr. Eduardo Elsztain, through the subscription of Class C Participating Shares of face value USD 0.01. Subsequently, on October 3, 2022, Dolphin Fund Ltd.’s investors, including Torodur S.A., contributed their holdings in said fund to Dolphin Real Assets Fund SPC Ltd., a fund established under the laws of British Virgin Islands in March 2022, whose administrator is Dolphin Manager Corp., a corporation also constituted under the laws of British Virgin Islands, which is controlled by Messrs. Eduardo Sergio Elsztain and Saúl Zang (85% and 15%, respectively), subscribing 164,478 participating shares issued by the portfolio named Argentina MMXXII, belonging to the mentioned fund which also has another portfolio called Dolphin Real Assets.
Legal Services
We receive legal services from ZBV Abogados, a law firm composed of partners who were part of Estudio Zang, Bergel Viñes, of which Saúl Zang was a founding partner. Mr. Zang is a member of our Board of Directors and those of certain related companies. See “Directors, Senior Management and Employees—Directors and Senior Management—Board of Directors.”
Purchases and sales of properties and hiring or provision of services
In the ordinary course of our business, we may acquire from or sell to our related parties certain real estate properties used for rental purposes or otherwise or contract or provide services from related parties, subject to our Audit Committee’s approval. Our Audit Committee must render an opinion as to whether the terms of these transactions can reasonably be expected to have been obtained by us in a comparable transaction on an arm’s-length basis with unrelated parties. In addition, if our Audit Committee so requires, valuation reports by independent specialist third parties must be obtained or quotes from other service providers.
Loan between Tyrus S.A. and Yad Leviim Ltd.
On April 1, 2022, an extension was reported for a period of 2 years, of a loan granted by our subsidiary Tyrus S.A. to Yad Leviim Ltd., in a principal amount of USD 16.2 million at a rate interest of 5% per year. Yad Leviim Ltd. is a company controlled by Eduardo Elsztain.
For further information regarding related party transactions see Note 30 to our Audited Financial Statements.
C. Interests of Experts and Counsel
This section is not applicable
| 162 |
| Table of Contents |
ITEM 8. Financial Information
A. Consolidated Statements and Other Financial Information
See Item 18 for our Audited Consolidated Financial Statements.
Legal or Arbitration Proceedings
Legal Proceedings
Set forth below is a description of certain material legal proceedings to which we are a party. The company is not a party to any significant litigation or arbitration and we are not aware of any significant litigation or claim that is pending or imminent against the company outside of what is described below.
Puerto Retiro
In 1991, Indarsa had purchased 90% of Tandanor, a former government-owned company, which owned a piece of land near Puerto Madero of approximately 8 hectares. Indarsa failed to pay to the Argentine Government the price for its purchase of the stock of Tandanor, and as a result the Argentine Ministry of Defense requested the bankruptcy of Indarsa. Since the only asset of Indarsa was its holding in Tandanor, the Argentine Government is seeking to extend Indarsa’s bankruptcy to other companies or individuals which, according to its view, acted as a single economic group. In particular, the Argentine Government has requested the extension of Indarsa’s bankruptcy to Puerto Retiro which acquired Planta 1 from Tandanor.
In 1999, we, through Inversora Bolívar, increased our interest in Puerto Retiro to 50.0% of its capital stock.
The deadline for producing evidence in relation to these legal proceedings has expired. The parties have submitted their closing arguments and are awaiting a final judgment. We cannot give you any assurance that we will prevail in this proceeding.
Currently Puerto Retiro S.A., has a plot of 8.3 hectares, which is affected by a zoning regulation defined as U.P. that prevents the property from being used for any purpose other than strictly port activities. The Company was involved in a bankruptcy extension lawsuit initiated by the Argentine Government, to which the Board is totally alien.
| 163 |
| Table of Contents |
Tandanor has filed a civil action against Puerto Retiro and the people charged in the referred criminal case looking forward to being reimbursed from all the losses which have arisen upon the fraud committed. On March 7, 2015 Puerto Retiro responded by filing certain preliminary objections, such as limitation, lack of information to respond to the lawsuit, lack of legitimacy (active and passive). On July 12, 2016 Puerto Retiro was legally notified of the decision adopted by the Tribunal Oral Federal No. 5 related to the preliminary objections mentioned above. Two of them were rejected –lack of information and lack of legitimacy (passive). We filed an appeal with regard to this decision, which was rejected. The other two objections would be considered in the verdict.
On September 7, 2018, the Court read its verdict, according to which the preliminary objection of limitation filed by Puerto Retiro was successful. Nevertheless, in the criminal procedure –where Puerto Retiro is not a party- Court ordered the seizure confiscation (“decomiso”) of the land known as “Planta 1.” This Court’s verdict is not final, as it is subject to further appeals Puerto Retiro filed an appeal with regard to the confiscation of Planta I. This appeal has not yet been decided.
On December 27, 2018, an action for annulment was filed against the judgment that ordered the confiscation of the property named “Planta 1.” On March 1, 2019 we were notified of the “in limine” rejection of the action for annulment filed. Subsequently, on March 8, 2019, a motion for restitution was filed against said resolution. On March 19, 2019, we were notified of the Court’s decision that rejected the replacement and declared the appeal filed in a subsidiary inadmissible. On March 22, 2019, a complaint was filed for appeal denied (before the Federal Criminal Cassation Chamber), the caul was granted, which is why the appeal filed is currently pending. In that sense, in April the appeal was maintained and subsequently, its foundations were expanded.
On February 21, 2020, an electronic document was received from the Federal Court of Criminal notifying the decision rejecting the appeals brought by Puerto Retiro against the verdict of the Federal Oral Court 5 that provided for the confiscation of the property Plant I and the distribution of costs in the order caused as regards the exception for the limitation of civil action brought by Puerto Retiro to which the Oral Court took place. Against that decision of appeal, Puerto Retiro was brought in a timely form of Federal Extraordinary Appeal. In addition, the Federal Criminal Cassation Chamber upheld the above limitation period by rejecting, to that effect, the appeal brought by the National State and Tandanor. Notwithstanding the fact that it is not possible to ensure with certainty the result of the denied federal extraordinary appeal, filed before the CSJN by Tandanor and the National State, against the Cassation decision that resolved to confirm the statute of limitations exception of the related civil action With the claim for damages filed by both subjects against Puerto Retiro S.A., it is estimated that the possibility that the aforementioned complaint resource prospers and, consequently, the CSJN revokes the exception of prescription of the civil action for damages, it is low.
Within the framework of the criminal case, the plaintiff denounced the non-compliance by Puerto Retiro S.A. of the precautionary measure decreed in the criminal court consisting of the prohibition to innovate and contract with respect to the premises subject of the civil action. As a result of such complaint, Federal Oral Court No. 5 filed an incident and ordered and executed the closure of the premises where the lease agreements with Los Cipreses S.A. and Flight Express S.A. were being performed, in order to enforce the compliance with the aforementioned measure. As a result of said circumstance, it was learned that the proceedings were transferred to the Criminal Court for the assignment of a court to investigate the possible commission of the crime of disobedience. As of the date of issuance of these Annual Report, there have been no further developments in this case.
In the face of the evolution of the legal cases affecting it and based on the reports of its legal advisors, the Management of Puerto Retiro has decided to record a impairment equivalent to 100% of the book value of its investment property, without prejudice to the reversal of the same in the event that a favorable judgment is obtained in the actions brought.
| 164 |
| Table of Contents |
Arcos del Gourmet
IRSA has been named as a party in a case titled “Federación de Comercio e Industria de la Ciudad de Buenos Aires y Otros c/ Gobierno de la Ciudad Autónoma de Buenos Aires s/ Amparo.” The plaintiff filed a petition for injunctive relief against the local government claiming that the Arcos del Gourmet project lacked the necessary environmental approvals and did not meet zoning requirements. On August 29, 2014, the lower court rendered a decision dismissing the case. This resolution was appealed but affirmed in December 2014. Therefore, on December 18, 2014, the “Arcos” Project was opened to the public, and is currently operating normally. Notwithstanding, the plaintiff appealed before the Superior Court of the City of Buenos Aires to request the review of the case based on constitutional matters allegedly at issue. On July 4, 2017, the Superior Court ordered the Appeals Court to review the case on certain grounds. The Appeals Court rendered a new sentence on February 14, 2019. This new sentence rules that Arcos del Gourmet has to yield a portion of land to build a green park. Arcos del Gourmet filed an appeal before the Superior Court. This appeal has been decided and Arcos del Gourmet filed an appeal for appeal denied. On April 22, 2022, the Company was notified of the ruling issued by the Superior Court of Justice of the City of Buenos Aires (TSJ) in the case “Arcos del Gourmet SA s/ complaint for appeal of unconstitutionality denied in the Federation of Commerce and Industry of the City of Buenos Aires (FECOBA) and others c/GCBA and others s/ amparo” (QTS 16501/2019-0) by which it was resolved to partially uphold the appeal of unconstitutionality filed by Arcos del Gourmet S.A. against the judgment issued by the Court of Appeals in the CAyTRC Chamber III (the “Chamber”) issued on February 14 2019, action 11587856/2018. Through its ruling, the TSJ ruled that the demolition of the works carried out on the Property where the “Arcos District” Shopping Center is currently located was not appropriate, and instead the Company should assign to the City a portion of land, in accordance with the provisions of article 3.1.2 of the CPU, to be reserved for public use and utility, with unrestricted access and destined ‘specially and preferably to the generation of new landscaped green spaces. This area may come totally or partially from the property in which the shopping center is in operation or, where appropriate, from land surrounding the area. In the event that the company could not allocate the entire fraction of land, it should pay, after obtaining an expert opinion, an amount of money to allow the Government of the City of Buenos Aires to obtain a property destined for said public use. Our legal advisors are analyzing the procedural steps to follow.
On May 18, 2015, we were notified that the AABE revoked the concession agreement entered into with IRSA’s subsidiary Arcos del Gourmet S.A., through Resolution No. 170/2014. On June 2, 2015, IRSA’s former subsidiary, IRSA CP, filed before the AABE a request to declare the notification void, as certain formal proceedings required under Argentine law were not complied with by the AABE. Furthermore, Arcos del Gourmet S.A. filed an administrative appeal requesting the dismissal of the revocation of the concession agreement and a complaint before the Federal Contentious Administrative Courts located in the City of Buenos Aires seeking to declare Resolution No. 170/2014 void. The trial court rejected Arcos del Gourmet S.A.’s claim. As a consequence, Arcos del Gourmet S.A. launched an appeal against the Trial Court decision, which was rejected by the Court of Appeals – Chamber V on September 19, 2023. On October 4, 2023, Arcos del Gourmet S.A. filed a certiorari equivalent remedy (Recurso Extraordinario Federal) in order to have the lower courts’ decision reversed by the Supreme Court of Justice on several constitutional grounds. The case is still pending final resolution.
Arcos del Gourmet S.A. also filed a lawsuit in order to judicially pay the monthly rental fees of the property. As of the date of this Annual Report, the “Distrito Arcos” shopping mall continues to operate normally.
In addition, we note that Playas Ferroviarias de Buenos Aires S.A. (a government owned corporation to which the property of the land in which the shopping center was transferred) filed an eviction proceeding against Arcos del Gourmet S.A. before the Federal Contentious Administrative Courts located in the City of Buenos Aires. On May 11, 2022, the Trial Court decided the eviction of Arcos del Gourmet S.A. from the property where the shopping mall operates and, in turn, ordered Playas Ferroviarias de Buenos Aires S.A. to take steps to guarantee the continuity of the commercial activities of the occupants (tenants). This decision was appealed but on September 19, 2023, the Court of Appeals – Chamber V confirmed it. Subsequently, on October 4, 2023, Arcos del Gourmet S.A. filed a certiorari equivalent remedy (Recurso Extraordinario Federal) in order to have the lower courts’ decision reversed by the Supreme Court of Justice on several constitutional grounds. The case is still pending final resolution.
Caballito
On December 23, 2019, IRSA CP, IRSA’s former subsidiary, transferred to an unrelated third-party Parcel 1 of the land reserve located at Av. Avellaneda y Olegario Andrade 367 in the neighborhood of Caballito in the City of Buenos Aires.
The consideration is guaranteed by a mortgage on plot 1 and building 1 and the buyer has the option to acquire plot 2 of the same property until August 31, 2020 and plots 3 and 4 until March 31, 2021, subject to certain conditions precedent. On July 20, 2020 IRSA CP, IRSA’s former subsidiary, was notified of the filing of a protection action (amparo) that is processed before the Administrative and Tax Litigation Jurisdiction of the City of Buenos Aires, Court 24, Secretariat 47 where the plaintiff has requested the nullity of: 1) Administrative act that grants the certificate of environmental aptitude and 2) Administrative act that registered the plans of the work called –Caballito Chico– located on Avellaneda 1400, City of Buenos Aires, because it is understood that they contain defects in their essential elements, for being violative of the provisions contained in the Urban Planning Code and of the complementary regulations in force at the time of initiating the process and for causing irreparable damage to the environment and rights of collective incidence. The transfer was answered by the precautionary measure and by the substantive action. The transfer of said presentation was answered. On August 13, 2020, the following precautionary measure was decreed that orders: a) the suspension of the effects of the administrative acts granted by the CCA (DI-2018-1865-DGEVA and that registered the plans and; b) the stoppage of construction work carried out on the property located at Avellaneda 1400, City of Buenos Aires. The issuance of said precautionary measure was appealed. On October 1, 2020, the Court of Appeal confirmed the precautionary measure. The Government of the City of Buenos Aires appealed the measure by filing a Constitutional Challenge that was denied, filling a complaint appeal, in October 2021. Regarding the main proceeding, it is in process of trial. As of the date hereof, the file is in the evidentiary stage.
| 165 |
| Table of Contents |
Costa Urbana - Ex Ciudad Deportiva Boca - Convenio Urbanístico.
On October 29, 2021, a notification was received in relation to a collective legal protection action, requesting the convening of a public hearing prescribed by art. 63 of the Constitution of the City of Buenos Aires and the suspension of the processing of Bill 1831 - J 2021 (Trial Court of Administrative and Tax Law No. 10, Sec. 19 – Cause “Civil Association Observatory of the Right to City and others against GCBA and others on Protection Action (Amparo) – Others” - EXP J-01-00166469-3/2021-0). The Company proceeded to answer the lawsuit on November 12, 2021, requesting its rejection and on March 10, 2022, the court issued a ruling partially upholding the (amparo) legal protection. On March 15, 2022, IRSA as well as the Government of the City of Buenos Aires -codefendant in the case- appealed the ruling. On March 17, 2022, the court granted the appeals with suspensive effect of the contested sentence (in accordance with the provisions of Law No. 2145). On March 7, 2023, Section IV of the Court of Appeals on Contentious-Administrative, Tax and Consumer Relations matters ruled in favor of IRSA and the Government of the City of Buenos Aires completely dismissing the complaint.
BCRA Proceeding
A summary initiated by the Central Bank to IRSA and its directors is based, essentially, on considering that IRSA entered into a transaction to sell securities with settlement in foreign currency (known as the purchase of the Dollar Cable). IRSA and its directors filed their defense before the Central Bank on September 6, 2023. Currently the administrative proceeding is at the stage of collection of evidence. We believe that said summary has no legal grounds since, as proven by recent evidence collected, the transaction was a purchase (and not a sale) with settlement in foreign currency. Sales of securities with settlement in foreign currency were not included in the applicable affidavit filed by IRSA to access the MULC according to applicable legislation.
Operations Center in Israel
On September 25, 2020 the Court decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed, therefore, the Company lost control on that date.
Therefore, on November 23, 2020 all officers that were appointed by Dolphin B.V. resigned from their positions in DIC and its subsidiaries.
As of June 30, 2023, we no longer own any capital stock of IDBD while we have an investment in DIC that amounts to 1.5 million of shares.
Litigation filed by IDBD against Dolphin B.V. and IRSA
On September 21, 2020, a claim was filed by IDBD against Dolphin B.V. and IRSA to the District Court in Tel- Aviv Jaffa (civil case no. 29694-09-20). The amount claimed by IDBD is NIS 140 million, claiming that Dolphin B.V. and IRSA breached a purported legally binding commitment to transfer to IDBD in two installments of NIS 70 million on September 2, 2020.
On December 24, 2020, and upon the insolvency’s court approval, IDBD’s trustee filed a motion to strike the claim, while keeping the right, as IDBD’s trustee, to file a new claim, inter alia,in the same matter, after conducting an inquiry concerning the reasons for IDBD’s insolvency.
On December 24, 2020, the court issued a judgment to strike the claim as requested.
On October 31, 2021, the Insolvency Commissioner notified that he did not oppose the motion, and on that same date, the court affirmed the motion initiated by the trustee of IDBD.
On December 26, 2021 IDBD filed the lawsuit against Dolphin B.V. and IRSA for the sum of NIS 140 million. According to purported claim, the defendants allegedly breached their legally binding commitment provided to IDBD on August 29, 2019 to transfer to IDBD a total amount of NIS 210 million in 3 equal installments of NIS 70 million each: the first installment, on September 2, 2019; the second installment, on September 2, 2020 and the third installment, on September 2, 2021. The claim relates the second and third installments. The claim also includes a sum of NIS 3,299,433 for the interest and linkage differences from the date of the alleged breach until the date in which the claim was filed, and a request to add to the total sum of the claim interest and linkage differences until the day of the verdict. In addition, the claim includes a request to charge the defendants with the legal fees and costs of the claimant.
| 166 |
| Table of Contents |
On January 30, 2023, and on February 7, 2023, the court issued a ruling allowing IDBD to serve the claim to the defendants out of jurisdiction and allowed Dolphin B.V. and IRSA to challenge the service and jurisdiction of the Israeli court by May 9, 2023. Therefore, Dolphin B.V. and IRSA submitted a motion to challenge the service, the jurisdiction of the Israeli court, and the applicable law.
On July 3, 2023, after a hearing held in the matter, the court ruled that the Israeli court has jurisdiction over IRSA and Dolphin, and ordered Dolphin B.V. and IRSA to submit their defense statements by October 1, 2023. IRSA is considering to file an appeal to challenge the court’s ruling. The Management of the Company and its legal advisors consider that there are legal arguments for an eventual defense.
Class action against IDBD, Dolphin IL and Eduardo Elsztain regarding the sale of DIC
On October 3, 2018, a motion was initiated by an applicant alleging to hold shares in DIC, against IDBD, Dolphin IL, and Mr. Eduardo Elsztain seeking an injunction to annul the sale of shares of DIC to Dolphin and to appoint a trustee to hold those shares while the action is pending. The applicant claims that the sale was not in compliance with the provisions of the Concentration Law and the applicant is seeking an order for payment of monetary damages to the shareholders of DIC of between NIS 58 and 73 million. In addition, and following its liquidation process, IDBD was removed from the claim by the applicant.
Since the motion was initiated, and as of the date of this Annual Report, the following milestones of the proceedings have taken place:
On March 3, 2019, a response to the motion initiated by the applicant was submitted by the respondents.
On March 4, 2019, the court decided to grant the Attorney General a 45 day in which to decide whether he would be taking part of the proceedings.
On June 26, 2019, the Attorney General’s stance was submitted, announcing that he will be taking part in the proceedings. In addition, the Attorney General noted that due to the threshold arguments awaiting a ruling from the court, at this stage, he will not be his position on the proceedings.
On July 2, 2019, the court ruled that, in the event that the Attorney General chooses to submit his position to the court, he must do so in writing and no later than August 8, 2019.
On July 17, 2019, the applicant submitted an evidential disclosure request.
On September 23, 2019, the respondents submitted a motion deemed “resistance to the evidential disclosure request”, and on December 15, 2019, the applicant submitted his response to the Respondent’s motion.
On December 31, 2019, the court decided that, in order to rule on the evidential disclosure request, it must first rule on existing threshold arguments request. Therefore, the court set a schedule in which the Parties must submit their stance regarding the threshold arguments.
On January 20, 2020, the respondents submitted a notice regarding their threshold arguments, and on February 10, 2020, the applicant submitted his stance regarding the respondents notice.
| 167 |
| Table of Contents |
On March 18, 2020, the Attorney General submitted a notice pursuant to which he informed that he will not be taking a stance regarding the threshold arguments.
On May 12, 2020, the respondents submitted their response to the applicant’s response to their notice regarding the threshold arguments.
On August 10, 2020, the court held a hearing with the Parties regarding the threshold arguments.
On November 30, 2020, the court ruled that the motion should not be dismissed, and that all claims of the Parties are maintained. In addition, the court further ruled that as long as the controversial matter concerns the violation of the Concentration Law, the respondents are correct in claiming that the applicant, who holds Second Layer Company shares, is not eligible to file a motion under the Concentration Law.
On January 19, 2021, the applicant filed an amended evidential disclosure request (the “Amended Request”). On February 11, 2021, the respondents submitted a response to the Amended Request denying the applicant’s claims, and, on February 18, 2021, the applicant submitted his response. On April 9, 2021, the court denied the Amended Request ruling that the applicant must pay the respondents’ request expenses in the amount of NIS 6,500.
On November 4 and 24, 2021, two evidence hearings were held pursuant to cross-examining the expert appointed on behalf of the applicant and the applicant himself.
On May 29, 2022, a third evidence hearing was held on the motion pursuant to which the witnesses, on behalf of the respondents, were cross-examined.
On June 14, 2022, the court approved the settlement agreed by the Parties, pursuant to which the applicant would be submitting his closing arguments no later than November 1, 2022, with the respondents submitting their closing arguments no later than February 28, 2023. The applicant submitted his response to our closing arguments on September 5, 2023. As of the date of this Annual Report the motion is pending a ruling on whether the request for filing a class action is approved.
Class action against DIC and Mr. Eduardo Elsztain and other directors of IRSA regarding exit of the DIC’s share from indexes
On October 2, 2018, DIC was served with an action and a motion to approve that action as class action, which had been filed with the District Court of Tel Aviv-Yafo against the DIC, Mr. Eduardo Elsztain, and against additional directors and officers serving in DIC, in connection with the exit of DIC’s share on February 1, 2018 from the TA90 and TA 125 indexes of the TASE, whereon it had been traded on the Tel Aviv Stock Exchange Ltd. up to that date alleging to have held DIC’s shares prior to February 1, 2018 and thereafter. The Court is requested, inter alia, to approve the action as a class action and to charge the respondents with compensating the members of the Company according to the damage caused estimated at approximately NIS 17.6 million.
On April 10, 2021, a preliminary hearing was held on the applicant’s request to receive documents of the independent committee of IDBD that was established as part of the centralization transaction. The disclosure of these documents was approved by the court in the past, but the documents were not given to the applicant after a trustee was appointed for IDBD and the documents were not in the control of the respondents (and they could not hand them to the applicant). IDBD’s trustee attended the preliminary hearing and claimed that he cannot hand over the documents until his investigation in connection with the centralization transaction is completed.
Therefore, the court ruled that IDBD’s trustee shall hand over the documents to the applicant and the respondents by September 2022, assuming that the investigation will be concluded by then. As to the date of this Annual Report, the documents have not been delivered to the applicant.
| 168 |
| Table of Contents |
In addition, and notwithstanding the above, two evidence hearings are scheduled to be held during December 2022.
Derivative claim against DIC, Dolphin IL and certain directors regarding performance of a prohibited distribution
In May 2019, DIC received a claim and a motion to approve it as a derivative claim which had been filed with the District Court of Tel Aviv-Yafo against DIC, Dolphin IL and directors who hold office in DIC, by a petitioner claiming to hold Series J debentures of DIC on the grounds of performance of a prohibited distribution, with respect to a dividend distribution in cash in the amount of approximately NIS 40 million, and a payment in kind dividend in the amount of approximately NIS 64 million, which was performed by DIC in February 2019, and regarding self-purchases of shares which were performed by DIC (from the date of the resolution regarding the distribution) in the amount of approximately NIS 36 million, in accordance with a purchase plan, which was approved by DIC’s board of directors in January 2019.
In the motion, the Court was requested, inter alia, to declare and to determine that the distribution and the self-purchases did not fulfill the profit test (a test which constitutes a condition for a distribution in accordance with section 302 of the Companies Law, 5759-1999), and that they constitute a prohibited distribution, and to order the respondents to compensate DIC for the damages which it has incurred due to the prohibited distribution, with the damages allegedly caused by the respondents being estimated at a total of NIS 140 million. The Court was also requested to order Dolphin IL to repay to DIC the dividend amount which it received in the distribution, in the amount of NIS 85 million (in accordance with its rate of holding in DIC). In January 2021 the Motion was denied by the Court, and thereafter in March 2021 an appeal was filed by the plaintiff to the Supreme Court, with a hearing scheduled for December 27, 2022. On April 27, 2023 the Supreme Court rejected the appeal and ruled that in the case of the distribution of dividends of January 2019 does not support or justify a claim against the members of the board of directors.
Dividend Policy
Pursuant to Argentine law, the distribution and payment of dividends to shareholders is allowed only if they result from realized and net profits of the company pursuant to annual financial statements approved by our shareholders. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders’ meeting. The approval of dividends requires the affirmative vote of a majority of the shares entitled to vote at the meeting.
In accordance with Argentine law and our by-laws, net and realized profits for each fiscal year are allocated as follows:
| 1. | 5% to our legal reserve, up to 20% of our adjusted capital stock; |
|
|
|
| 2. | a certain amount determined at a shareholders’ meeting is allocated to compensation of our directors and the members of our Supervisory Committee; |
|
|
|
| 3. | to an optional reserve, a contingency reserve, a new account or for whatever other purpose our shareholders may determine. |
According to the CNV Rules, cash dividends must be paid to shareholders within 30 days of the resolution approving their distribution. In the case of stock dividends, the shares must be delivered to shareholders within three months of the annual ordinary shareholders’ meeting that approved them.
| 169 |
| Table of Contents |
The following table sets forth the total and per share amounts paid as dividends on each fully paid‑in share for the fiscal years mentioned. The amounts stated in Pesos correspond to nominal Pesos on their respective dates of payment and refers to our unconsolidated dividends. See “Item 3. Key Information—A1. Local Exchange Market and Exchange Rates.”
Fiscal year |
| Dividend Paid stated in terms of the measuring unit current as of June, 30, 2023 |
|
| Dividend per share paid stated in terms of the measuring unit current as of June 30, 2023 |
|
| Dividend paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1) |
|
| Dividend per share paid stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting (1) |
| ||||
|
| (in millions of ARS) |
|
| (ARS) |
|
| (in millions of ARS) |
|
| (ARS) |
| ||||
2019 (2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
2020 (3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
2021 (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
2022 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
2023 (5) |
|
| 34,778 |
|
|
| 43.38 |
|
|
| 26,240 |
|
|
| 32.72 |
|
________________
(1) | The decisions made on the basis of years’ results prior to the application of IAS 29, are not subject to be revised. |
|
|
(2) | Dividend in kind paid in IRSA CP shares. Dividend per share: 0.01109 shares of IRSA CP per share of IRSA. |
|
|
(3) | Dividend in kind paid in IRSA CP shares. Dividend per share: 0.004046 shares of IRSA CP per share of IRSA. |
|
|
(4) | Dividend in kind paid in IRSA CP shares. Dividend per share: 0.002614 shares of IRSA CP per share of IRSA. |
|
|
(5) | Includes cash dividends paid on: (i) November 8, 2022, for a total amount of ARS 4,340 million or ARS 5.41 per share, and (ii) May 5, 2023, for a total amount of ARS 21,900 million or ARS 27.31 per share (stated in terms of the measuring unit current as of the date of the each corresponding Shareholders’ meeting). |
On October 5, 2023, the Extraordinary General Shareholders’ Meeting and the Board of Directors approved a cash dividend of ARS 64,000,000,000, charged to the year ended on June 30, 2023, equivalent to 884.687833212% of the stock capital with collection right represented by a total of 723,419,014 shares, each of which has a nominal value of ARS 10.00. For more information see: “Recent Developments— General Ordinary Shareholders’ Meeting” and “Recent Developments—Cash dividend payment”.
Central Bank authorization is required for the transfer of profits and/or dividends outside of Argentina. For more information about exchange controls see, “Item 10. Additional Information—D. Exchange Controls.”
B. Significant Changes.
For information about significant changes see, “ITEM 4. Recent Developments”.
ITEM 9. The Offer and Listing
A. Offer and Listing Details
The following summary provides information concerning our share capital.
Stock Exchanges in which our securities are listed
Our common shares are listed on the ByMA and our GDSs in the NYSE.
| 170 |
| Table of Contents |
The following description of the material terms of our capital stock is subject to our certificate of incorporation and bylaws, which are included as exhibits to this Form 20-F, and the provisions of applicable Argentine Law.
On April 12, 2021, the Company announced the launch of its public offering of shares for up to 80 million shares (or its equivalent 8 million GDS) and 80 million warrants to subscribe for new common shares, to registered holders as of April 16, 2021. Each right corresponding to one share (or GDS) allowed its holder to subscribe 0.1382465082 new ordinary shares and receive free of charge an option with the right to subscribe 1 additional ordinary share in the future. The final subscription price for the new shares was ARS 58.35 or USD 0.36 and for the new GDS it was USD 3.60. The new shares, registered, of ARS 1.00 of par value each and with the right to one vote per share gives the right to receive dividends under the same conditions as the current shares in circulation.
On May 6, 2021, having finished the preemptive rights subscription period, the Company’s shareholders have subscribed the amount of 79,144,833 new additional shares, that is 99% of the shares offered, and have requested through the accretion right 15,433,539 additional new shares, for which 855,167 new shares will be issued, completing the total issuance of 80 million new shares (or their equivalent in GDS) offered. Likewise, 80 million options will be issued that will entitle the holders through their exercise to acquire up to 80 million additional new shares.
The exercise price of the warrants is USD 0.432. The warrants may be exercised quarterly from the 90th day of their issuance on the 17th to the 25th (inclusive) of the months of February, May, September, and November of each year on the business day prior to maturity and on the date of maturity (if dates are business days in the city of New York and in the City of Buenos Aires) until their expiration 5 years from the date of issue. The warrants are available for trading on which are listed on ByMA and NYSE under the tickers IRS2W and IRSWS, respectively.
Finally, the Company received all the funds in the amount of USD 28.8 million and issued the new shares, increasing the capital stock to 658,676,460.
Likewise, and within the framework of the reorganization process, the Board of Directors has approved the exchange ratio, which has been established at 1.40 IRSA shares for each IRSA CP share, which is equivalent to 0.56 IRSA GDS for each ADS of IRSA CP. Within this framework, it was decided to increase the share capital by issuing 152,158,215 new shares in IRSA.
As of June 30, 2023, the capital stock was 811,137,457 ordinary shares and there were 79,709,301 warrants outstanding.
On April 27, 2023, the Company held the Ordinary and Extraordinary General Shareholders’ Meeting, resolving, among other issues, the increase in the capital stock through the partial capitalization of the issue premium and the consequent issue of ordinary shares for the amount of 6,552,405,000 to be distributed among shareholders who hold shares on the date of settlement, in proportion to their holdings. Additionally, it was approved by a majority of votes to amend the seventh article of the Company’s bylaws, where it modifies the nominal value of the shares from ARS 1.00 to ARS 10.00 each and with the right to one vote per share. On September 13, 2023, we announced that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, each with a nominal value of ARS 1.00 and one vote per share, for the amount of 736,354,245 book-entry common shares, each with a nominal value of ARS 10.00 and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with a nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with a nominal value of ARS 10.00. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation. Also, regarding the GDS holders, we instruct the GDS Depositary to process the reverse split, at the same rate as mentioned above for the ADR program, effective as of October 3, 2023. It is reported that the Company share capital after the indicated operations amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share. For more information see “Recent Developments – Change in the total amount of shares and its nominal value.”
In May 2021, 80 million options were issued that will entitle the holders thereto to acquire additional new shares. As of June 30, 2023, there were 79,709,301 warrants outstanding. On May 11, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company had been modified as a result of the payment of the cash dividend, distributed May 5, 2023, being the ratio of 1.1719 shares per option and the price USD 0.3689 per share. As a subsequent event, on September 14, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company had been modified as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) the change of the nominal value of the ordinary shares from ARS 1.00 to ARS 10.00, which was informed in September 13, 2023, being the current ratio 1.0639 shares with nominal value ARS 10.00 per option and a price of USD 0.4063 per share, for more information see “Recent Developments – Warrants – Modification on Ratio and Price.”
| 171 |
| Table of Contents |
On September 29, 2023, we reported that between September 17 and 25, 2023, certain warrants holders have exercised their right to acquire additional shares. Therefore, 63,039 options were exercised, which resulted in 67,061 shares of common stock with nominal value ARS 10.00 being issued. After the exercise of these warrants, the number of shares increased from 736,354,245 to 736,421,306 common stock with nominal value ARS 10.00, the capital stock of the Company increased from 7,363,542,450 to 7,364,213,060, and the new number of outstanding warrants reduced from 79,709,301 to 79,646,262. For more information see “Recent Developments – Warrants exercise.”
As of that date of this Annual Report: (1) we had no other shares of any class or series issued and outstanding; and (2) there are no outstanding convertible notes to acquire our shares. Our common shares have one vote per share. All outstanding shares are validly issued, fully paid and non-assessable. As of June 30, 2023, there were approximately 12,905 holders of our common shares.
Price history of our stock in the ByMA and NYSE
Our common shares are traded in Argentina on the ByMA, under the trading symbol “IRSA.” Since 1994, our GDSs, each presenting 10 common shares, have been listed in the NYSE under the trading symbol “IRS.” The Bank of New York Mellon is the depositary with respect to the GDSs.
The following chart shows, for the period indicated, the maximum and minimum closing listed prices of our common shares on the ByMA and of our GDSs on the NYSE.
B. Plan of Distribution
This item is not applicable.
C. Markets
Argentine Securities Markets
In December 2012, the Argentine Government enacted the CML, which sets out the rules governing capital markets, its participants, and the rules by which securities traded therein are subject to regulation and monitoring by the CNV. In September 2013, the CNV issued General Resolution No. 622/2013 (the “CNV Rules”) a new set of rules further implementing and administering the requirements of the CML. On May 9, 2018, the Argentine Chamber of Deputies approved Law No. 27,440 called “Ley de Financiamiento Productivo”, which creates a new financing regime for MiPyMEs and modifies the CML, Investment Funds Law No. 24,083 and Law No. 23,576, among others, as well as certain related tax provisions, and establishes regulations for derivative instruments, all with the aim of achieving a modern and transparent financial regulatory framework that contributes to the development of the Argentine economy. On May 21, 2018, the Argentine Government issued Decree No. 471/2018, which regulates certain aspects of the CML as amended by Law No. 27,440.
The CML, as currently in effect, sets forth, the following key goals and principles:
| · | Promoting the participation of small investors, employee unions, industry groups and trade associations, professional associations and all public savings entities in the capital markets, promoting mechanisms designed to promote domestic savings and channel such funds toward the development of production; |
|
|
|
| · | Strengthening mechanisms to prevent abuses and protect small investors; |
|
|
|
| · | Promoting access to the capital market by small and medium-sized companies; |
|
|
|
| · | Using state-of-the-art technology to foster creation of an integrated capital market through mechanisms designed to achieve interconnection of computer systems among trading markets; |
| 172 |
| Table of Contents |
| · | Encouraging simpler trading procedures available to users to increase liquidity and competitiveness to develop favorable conditions for transaction execution; |
|
|
|
| · | Reducing systemic risk in the Argentine capital markets through actions and resolutions aimed at implementing international best practices; |
|
|
|
| · | Promoting the integrity and transparency of the Argentine capital markets; and |
|
|
|
| · | Promoting financial inclusion. |
The CNV is a self-administered agency of the Argentine Government with jurisdiction covering the territory of Argentina, governed by the provisions of the CML, and the CNV Rules among other related statutory regulations. The relationship of the CNV and the PEN is maintained through the Argentine Ministry of Economy, which hears any appeals filed against decisions made by the CNV, notwithstanding any other legal actions and remedies contemplated in the CML.
The CNV supervises and regulates the authorized markets in which the securities and the collective investment products are traded, the corporations authorized in the public offer regime, and all the other players authorized to operate in the public offer regime, as the registered agents, the trading agents, the financial advisors, the underwriters and distributors, the brokers, the settlement and clearing agents, the managers of collective investment products, the custodians of collective investment products, the collective depositories, and the risk rating agencies, among others. Argentine institutional investors and insurance companies are regulated by separate government agencies, whereas financial institutions are regulated mainly by the Central Bank.
Before offering securities to the public in Argentina, an issuer must meet certain requirements established by the CNV with regard to its assets, operating history and management. Only securities offerings approved by the CNV may be listed on a stock exchange. However, CNV approval does not imply certification as to the quality of the securities or the solvency of the issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements prepared in accordance with IFRS, as issued by the IASB (excluding financial institutions under the supervision of the Central Bank, insurance companies under the supervision of the Insurance Superintendence and medium and small enterprises) and various other periodic reports with the CNV and the stock exchange on which their securities are listed. In addition, issuers must report to the CNV and the relevant stock exchange any event related to the issuer and its shareholders that may affect materially the value of the securities traded.
In Argentina, debt and equity securities traded on an exchange must, unless otherwise instructed by their shareholders, be deposited with a Central Securities Depository based in Argentina. Currently the only depositary authorized to act in accordance with the CML and CNV Rules is Caja de Valores, a corporation owned by ByMA which provides central depositary facilities, as well as acting as a clearinghouse for securities trading and as a transfer and paying agent for securities transactions.
Law No. 27,440 streamlines the regulation of mutual funds, public offerings of securities, of negotiable obligations and regulation of intermediaries and securities markets, while incorporating a long-awaited regulation for derivative instruments and the margins and guarantees that cover them. Below is a summary of the main amendments to the CML introduced by Law No. 27,440:
| · | Eliminates the CNV’s power to appoint supervisors with veto power over resolutions adopted by an issuer’s Board of Directors without a judicial order. |
|
|
|
| · | Grants the CNV the power to issue regulations to mitigate situations of systemic risk, set maximum fees to be received by securities exchanges, create or modify categories of agents, encourage the simplification of the negotiation of securities and promote the transparency and integrity of the capital markets, while prohibiting the CNV from denying an issuer’s public offer authorization request solely because of opportunity, merit or convenience. |
| 173 |
| Table of Contents |
| · | Empowers the CNV to regulate private offerings of securities. |
|
|
|
| · | Grants federal commercial courts jurisdiction to review resolutions or sanctions issued by the CNV. |
|
|
|
| · | Strengthens due process guarantees in favor of persons on entities sanctioned by the CNV and increases the amount of the fines, between ARS 100,000 and ARS 100 million, which can be increased up to five times the benefits perceived with the infraction. |
|
|
|
| · | Returns functions such as supervision, inspection and control of agents and operations, to the stock exchanges and clearing houses without this implying delegation of the powers of the CNV. |
|
|
|
| · | Allows the CNV to regulate and set ownership limits of authorized markets to restrict control concentration. Preemptive rights may be exercised through the placement procedure determined in a public offering prospectus, instead of the procedure set forth in the LGS. Preemptive right holders have the right to subscribe for newly issued shares in proportion to their shareholding prior to the capital increase. The subscription price for the newly issued shares may not be less than the public offering price. In order to use the public offering regime for a preemptive rights offering the issuer must (i) have an express provision in its bylaws adopting this regime in lieu of the regime set forth in the LGS; and (ii) the issuer’s shareholders must approve any issuance of equity securities or convertible debt securities. |
|
|
|
| · | Eliminates share accretion rights, unless expressly provided for in a listed company’s bylaws. |
|
|
|
| · | Allows foreign entities to participate in all shareholder meetings through authorized agents. |
|
|
|
| · | Establishes guidelines to set the offer price in a mandatory tender offer. |
|
|
|
| · | Allows the offeror to freely set the offer price in a voluntary tender offer. |
Information regarding the ByMA (1)
|
| As of June 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Market capitalization (in billions of ARS) |
|
| 18,529.9 |
|
|
| 4,379 |
|
Average daily trading volume (2) (in millions of ARS) |
|
| 9,575 |
|
|
| 1,299 |
|
Number of listed companies (3) |
|
| 81 |
|
|
| 83 |
|
___________________
(1) | Reflects Merval historical data. |
|
|
(2) | During the month of June. |
|
|
(3) | Includes companies that received authorization for listing. |
Although companies may list all of their capital stock on the ByMA, in many cases a controlling block is retained by the listed company’s shareholders, resulting in a relatively small percentage of many companies’ stock being available for active trading by the public.
As of June 30, 2023, approximately 81 companies had equity securities listed on, or being transitioned to the ByMA. The Argentine securities markets generally have substantially more volatility than securities markets in the United States and certain developed countries. The SP Merval index experienced a 22.9% increase in 2020, a 63.0% increase in 2021 and 142.0% increase in 2022. In order to avoid large fluctuations in securities prices of traded securities, the ByMA operates a system pursuant to which the negotiation of a particular security is suspended for 15 minutes when the price of the security registers a variation between 10% and 15% and between 15% and 20%, during any trading session. Any additional 5% variation in the price of the security results in additional 10 minutes successive suspension periods.
| 174 |
| Table of Contents |
The NYSE
Our Global Depositary Shares are listed on the NYSE under the trading symbol “IRS.”
D. Selling Shareholders
This item is not applicable.
E. Dilution
This item is not applicable.
F. Expenses of the Issue
This item is not applicable.
ITEM 10. Additional Information
A. Share Capital
This item is not applicable.
B. Memorandum and Articles of Association
Our corporate purpose
Our legal name is IRSA Inversiones y Representaciones Sociedad Anónima. We were incorporated under the laws of Argentina on April 30, 1943 as a sociedad anónima (stock corporation) and were registered with the Public Registry in the City of Buenos Aires (Inspección General de Justicia or “IGJ”) on June 23, 1943 under number 284, on page 291, book 46 of volume A. Pursuant to our bylaws, our term of duration expires on April 5, 2043.
Pursuant to article 4 of our bylaws our purpose is to perform the following activities:
| · | Invest, develop and operate real estate developments; |
|
|
|
| · | Invest, develop and operate personal property, including securities; |
|
|
|
| · | Construct and operate works, services and public property; |
|
|
|
| · | Agency activities; |
|
|
|
| · | Manage real or personal property, whether owned by us or by third parties; |
|
|
|
| · | Build, recycle, or repair real property whether owned by us or by third parties; |
|
|
|
| · | Advise third parties with respect to the aforementioned activities; |
|
|
|
| · | Finance projects, undertakings, works and/or real estate transactions of third parties; |
|
|
|
| · | Finance, create, develop and operate projects related to the Internet. |
| 175 |
| Table of Contents |
Board of Directors
Voting on proposals in which directors have material interest
| · | shall not be allowed to make use of any corporate assets or confidential information for his/her own private purposes; |
|
|
|
| · | shall not be allowed to profit or permit a third party to profit, whether by an action or an omission to act, from any business opportunities available to the company; |
|
|
|
| · | shall be required to exercise any powers conferred to them solely for the purposes for which they were conferred under the law or the corporate bylaws or by a shareholders’ meeting or the Board of Directors; shall be required to meticulously ensure that no conflict of interest, whether direct or indirect, shall under any circumstances arise between his/her actions and the company’s interests. In case of doubt as to a director’s compliance with his/her duty of loyalty, the burden of proof shall be borne by such person. |
The Argentine General Corporation Law establishes in Section 271 that directors may enter into agreements with the company, that concern the business in which the company engages, always provided that they are entered into under market conditions. The agreements that do not fulfill the requirements mentioned above may only be executed with the prior approval of the Board of Directors, and subject to the approval of the shareholders’ meeting.
Furthermore, the Capital Markets Law No. 26,381 in Section 72 states for companies authorized in the public offer regime, that any acts performed or contracts executed between the company and a related party and involving a significant amount shall be performed or executed pursuant to the procedure set forth below:
| a) | A “related party” shall mean any of the following persons with respect to the issuer: |
| i. | Directors, members of the supervisory body or surveillance committee, as well as chief executive officers or special managers of the issuing company appointed under section 270 of the Argentine General Corporation Law; |
|
|
|
| ii. | Natural persons or legal entities controlling or holding a substantial interest, as determined by the CNV, in the capital stock of the issuer or the issuer’s controlling entity; |
|
|
|
| iii. | Any other company under the common control of the same controlling entity; |
|
|
|
| iv. | The ascendants, descendants, spouses or siblings of any of the natural persons referred to in paragraphs i) and ii) above; |
|
|
|
| v. | Companies in which any of the persons referred to in paragraphs i) to iv) above hold a significant direct or indirect interest. Provided none of the circumstances described above is present, a subsidiary of the issuer shall not be deemed a “related party.” |
| b) | A “significant amount” shall be deemed involved in an act or contract when such amount exceeds 1% of the company’s shareholders’ equity as shown in the most recently approved balance sheet. |
The Board of Directors or any members thereof shall request the Audit Committee to state whether in its opinion the terms of a transaction may be reasonably deemed adapted to regular and usual market conditions. The Audit Committee shall issue its pronouncement within 5 business days.
Notwithstanding the above inquiry from the Audit Committee, a resolution may be adopted by the company on the basis of a report from 2 independent evaluation companies, which shall express their opinion on the same matter and other terms of the transaction.
| 176 |
| Table of Contents |
Nevertheless, Section 272 of the Argentine Corporations Law provides that when a director has an opposite interest to the one of the company, he or she should notify that situation to the Board of Directors and the supervisory committee and abstain from voting in that respect. The violation of this provision results in the director being jointly and severally unlimitedly liable.
Approval of compensation of the members of the Board of Directors, Senior Management and Supervisory Committee
Our bylaws do not establish the compensation to be paid to members of the Board of Directors and the Supervisory Committee, and therefore pursuant to Section 261 of the Argentine General Corporation Law, it should be approved by the shareholders. The maximum amount that may be paid as compensation to members of the Board of Directors and the supervisory committee should not exceed 25% of the realized and net earnings of the company and 5% when there is no distribution of dividends. If the company does not distribute the total earnings, the amount of the compensation should be proportional to that distribution and within the mentioned limits. These limits may only be surpassed by express approval of the shareholders.
Powers of directors
Our bylaws establish, in Section 18, that the Board of Directors has full and broad powers to organize, manage and direct us to fulfilling the corporate purpose.
Retirement of directors
Our bylaws do not establish any requirements or provisions regarding age limits for director’s retirement, nor do they require a number of common shares a director must own to qualify for the position.
Meetings of the Board of Directors
Through the shareholders’ meeting held on October 31, 2012, the bylaws were amended to incorporate the possibility of holding meetings at a distance. To these effects, the Board of Directors shall adopt its resolutions by a majority vote of those present whose count shall include the directors present through the simultaneous means of simultaneous transmission of sound or image and sound or to be created in the future and according to the current legislation. In case of a tie, the President, or whoever replaces him, has the right to double vote.
Dividend rights
The Corporations Law establishes that the distribution and payment of dividends to shareholders is valid only if they result from realized and net earnings of the company pursuant to an annual financial statement approved by the shareholders. The approval, amount and payment of dividends are subject to the approval of our annual ordinary shareholders meeting of the company. That approval requires the affirmative vote of the majority of the present votes with the right to vote at the meeting.
Pursuant to the Corporations Law and Section 29 of our bylaws, liquid and realized profits of each fiscal year shall be distributed as follows:
| · | allocate 5% of such net profits to legal reserve, until the amount of such reserve equals 20% of the capital stock; |
|
|
|
| · | the sum established by the shareholders’ meeting as remuneration of the of Directors and the supervisory committee; |
|
|
|
| · | dividends, additional dividends to preferred shares if any, or to optional reserve funds or contingency reserves or to a new account, or for whatever purpose the shareholders’ meeting determines. |
| 177 |
| Table of Contents |
Under the applicable CNV Rules, dividends are distributed pro rata in accordance with the number of shares held by each holder within 30 days of being declared by the shareholders for cash dividends and within 90 days of approval in the case of dividends distributed as shares. Under our by-laws, the right to receive payment of dividends expires three years after the date on which they were made available to shareholders.
The shareholders’ meeting may authorize payment of dividends on a quarterly basis provided no applicable regulations are violated. In that case, all and each of the members of the Board of Directors and the supervisory committee will be jointly and severally liable for the refund of those dividends if, as of the end of the respective fiscal year, the realized and net earnings of the company are not sufficient to allow the payment of dividends.
Regardless of the term for dividend’s payment established by CNV, regulations enacted by the BASE set forth that cash dividends must be paid within 10 days after their approval by a shareholders’ meeting.
Voting rights and staggered elections
Our stock capital is composed by book-entry common shares with face value of ARS 10.00 per share and entitled to one vote each. All directors and alternate directors are elected for a three-year term.
Our by laws do not consider staggered elections however, the members of the Board of Directors are elected by thirds each year with a term of office of three years each.
Rights to share in IRSA’s profits
The holders of our common shares have the right to participate in our net and realized profits on a pro rata basis of their respective interests.
Pursuant to the Corporations Law and Section 29 of our bylaws, liquidated and realized profits of each fiscal year shall be distributed as follows:
| · | allocate 5% of such net profits to legal reserve, until the amount of such reserve equals 20% of our capital stock; |
|
|
|
| · | the sum established by the shareholders’ meeting as remuneration of the Board of Directors and the Supervisory Committee; and dividends, additional dividends to preferred shares if any, or to optional reserve funds or contingency reserves or to a new account, or for whatever purpose the shareholders determine at the shareholders’ meeting. |
Rights to share in any surplus in the event of liquidation
In the event of liquidation, dissolution or winding-up of our company, our assets are:
| · | to be applied to satisfy our liabilities; and |
|
|
|
| · | to be proportionally distributed among holders of preferred stock in accordance with the terms of the preferred stock, if any. If any surplus remains, our shareholders are entitled to receive and share proportionally in all net assets available for distribution to our shareholders, subject to the order of preference established by our by-laws. |
| 178 |
| Table of Contents |
Provisions related to a shareholder’s ownership of certain amount of common shares
Section 9 of our by-laws provides that the acquisition by any person or group, directly or indirectly of our common shares, convertible securities, rights to receive any of those securities that may grant that person the control of our company or 35% or more of our capital stock may only be done by complying with certain tender offer rules for all of our common shares, except for:
| · | acquisitions by persons holding or controlling common shares or convertible securities in accordance to CML, notwithstanding the provisions of the CNV; and |
|
|
|
| · | holdings of more than 35%, which derive from the distribution of common shares or dividends paid in shares approved by the shareholders, or the issuance of common shares as a result of a merger approved by the shareholders; in both cases, the excess holding shall be disposed of within 180 days of its registration in the relevant shareholder’s account, or prior to the holding of our shareholders meeting, whatever occurs first. |
Directors, senior managers, executive officers, members of the supervisory committee, and controlling shareholders of an Argentine company whose securities are publicly listed, should notify the CNV on a monthly basis, of their beneficial ownership of common shares, debt securities, and call and put options related to securities of such companies and their controlling, controlled or affiliated companies.
In addition, the CNV must be immediately notified of transactions which cause a person’s holdings of capital stock of an Argentine company whose securities are publicly listed to hold 5% or more of the voting power and of every change in the holdings of such person that represents a multiple of 5% of the voting power. Holders of more than 50% of the common shares of a company or who otherwise have voting control of a company, as well as directors, officers and members of the supervisory committee, must provide the CNV with Annual Reports setting forth their holdings in the capital stock of such companies and monthly reports of any change in their holdings.
Procedure to change the rights of stockholders
The rights of holders of stock are established in the Argentine General Corporation Law and in the bylaws. The rights of shareholders provided for by the Argentine General Corporation Law may not be diminished by the bylaws. Section 235 of the Argentine General Corporation Law establishes that the amendment of the bylaws should be approved by the absolute majority of our shareholders at an extraordinary shareholders meeting.
Ordinary and extraordinary shareholders’ meetings
Our by-laws provide that shareholders’ meetings may be called by our Board of Directors or by our Supervisory Committee or at the request of the holders of common shares representing no less than 5% of the common shares. Any meetings called at the request of shareholders must be held within 30 days after the request is made. Any shareholder may appoint any person as its duly authorized representative at a shareholders meeting, by granting a proxy. Co-owners of common shares must have single representation.
In general, the following matters can be considered only at special shareholders’ meeting (Asamblea Extraordinaria):
| · | matters that may not be approved at an ordinary shareholders’ meeting; |
|
|
|
| · | the amendment of our by-laws; |
|
|
|
| · | reductions in our share capital; |
|
|
|
| · | redemption, reimbursement and amortization of our shares; |
|
|
|
| · | mergers, and other corporate changes, including dissolution and winding-up; |
|
|
|
| · | limitations or suspensions to preemptive rights to the subscription of the new shares; and issuance of debentures and bonds that do not qualify as notes (obligaciones negociables). |
| 179 |
| Table of Contents |
In addition, pursuant to the Capital Markets Law, at an ordinary shareholders’ meeting, our shareholders must consider (i) the disposition of, or creation of any lien over, our assets as long as such decision has not been performed under the ordinary course of business; (ii) the execution of administration or management agreements; and (iii) whether to approve the payment of any agreement providing assets or services to us as long as such payment is material when measured against the volume of the ordinary course of business and our shareholders’ equity.
In accordance with our by-laws, ordinary and special shareholders’ meetings (Asamblea Extraordinaria) are subject to a first and second quorum call, the second to occur upon the failure of the first. The first and second notice of ordinary shareholders’ meetings may be made simultaneously. In the event that both are made on the same day, the second must occur at least one hour after the first. If simultaneous notice was not given, the second notice must be given within 30 days after the failure to reach quorum at the first. Such notices must be given in compliance with applicable regulations.
Quorum for an ordinary shareholders’ meeting on the first call requires the presence of a number of shareholders holding a majority of the common shares entitled to vote and, on the second call, the quorum consists of the number of shareholders present, whatever that number. Decisions at ordinary shareholders’ meetings must be approved by a majority of the votes validly exercised by the shareholders.
A quorum for a special shareholders’ meeting (Asamblea Extraordinaria) on the first call requires the presence of persons holding 60% of the shares entitled to vote and, on the second call, the quorum consists of the number of shareholders present, whatever that number. Decisions at special shareholders’ meeting (Asamblea Extraordinaria) generally must be approved by a majority of the votes validly exercised.
However, pursuant to the Argentine General Corporation Law, all shareholders’ meetings, whether convened on a first or second quorum call, require the affirmative vote of the majority of shares with right to vote in order to approve the following decisions:
| · | advanced winding-up of the company; |
|
|
|
| · | transfer of the domicile of the company outside of Argentina; |
|
|
|
| · | fundamental change in the purpose of the company; total or partial mandatory repayment by the shareholders of the paid-in capital; and |
|
|
|
| · | a merger or a spin-off, when our company will not be the surviving company. |
Holders of common shares are entitled to one vote per share. Owners of common shares represented by GDRs exercise their voting rights through the GDR Depositary, who acts upon instructions received from such shareholders and, in the absence of instructions, votes in accordance with the instructions given to the GDR Depositary by the Board of Directors as set forth in a written notice delivered to the GDR Depositary prior to the meeting.
The holders of preferred stock are not entitled to voting rights. However, in the event that no dividends are paid to such holders for their preferred stock, the holders of preferred stock are entitled to voting rights. Holders of preferred stock are also entitled to vote on certain special matters, such as a transformation of the corporate type, early dissolution, change to a foreign domicile, fundamental change in the corporate purposes, total or partial replacement of capital losses, mergers in which our company is not the surviving entity, and spin-offs. The same exemption will apply in the event the preferred stock is traded on any stock exchange and such trading is suspended or canceled.
| 180 |
| Table of Contents |
Limitations to own securities by non-resident or foreign shareholders
There are no legal limitations on ownership of securities or exercise of voting rights, by non-resident or foreign shareholders. Through Resolution No. 789/2019, currently incorporated to CNV’s rules, ruled out the requirement of registration for foreign companies under Section 118 (branches) and 123 (foreign companies only acting as shareholders) of the Argentine General Corporation Law. After the referred resolution was enacted the registration procedure is no longer required for foreign companies acting as shareholders of local companies whose securities are publicly offered. In lieu of those requirements, any foreign shareholder which is an entity shall properly exercise its voting rights through a representative duly empowered without any additional registration requirement. The definition of representative includes: (i) the legal representative duly registered in Argentina pursuant to Sections 118 or 123 of the Argentine General Corporation Law; (ii) the attorney-in-fact duly authorized through a proxy by the legal representative in Argentina under the provisions set forth in of Section 239 of the Argentina General Corporation Law; (iii) the attorney-in-fact duly authorized through a proxy granted in Argentina by a person entitled to grant a proxy under the laws of his country of origin, pursuant the provisions set forth in of Section 239 of the Argentina General Corporation Law; or (iv) the attorney-in-fact duly authorized by a proxy granted overseas by authorized person, under the law of the country of origin. In this case, the proxy shall be legalized abroad and apostilled pursuant to the provisions of the Hague Convention for foreign documents or legalized by the Ministry of Foreign Affairs and translated by a public translator in Argentina.
Ownership threshold above which ownership should be disclosed
CNV Rules require that transactions, which cause a person’s holdings of capital stock of a registered Argentine company, to equal or exceed 5% of the voting power, should be immediately notified to the CNV. Thereafter, every change in the holdings that represents a multiple of 5% of the voting power should also be notified.
Directors, senior managers, executive officers, members of the supervisory committee, and controlling shareholders of an Argentine company whose securities are publicly offered, should notify the CNV on a monthly basis, of their beneficial ownership of common shares, debt securities, and call and put options related to securities of such companies and their controlling, controlled or affiliated companies.
Holders of more than 50% of the common shares or who otherwise control decision making in shareholders’ meetings, as well as directors, officers and members of the supervisory committee must provide the CNV with Annual Reports of their holdings in the capital stock of such companies and monthly reports of any change in their holdings.
Amendment to the by-laws
On the shareholders’ meeting held on October 25, 2007, our shareholders decided to amend the following sections of the by-laws: (i) Section Twelve in order to adapt the performance bonds granted by directors to current rules and regulations, and (ii) Section Fifteen in order to incorporate the possibility of holding remote board meetings pursuant to the provisions of section 65 of Decree 677/01. Such amendment is attached hereto as Exhibit 1.2.
On October 31, 2012, the annual shareholders meeting passed an amendment to the corporate by-laws which allowed the Board of Directors to celebrate their meetings using teleconference technology. An absolute majority of the directors will constitute the quorum. Only the directors physically present at the time and those using teleconference technologies will be taken into consideration for the quorum. The resolutions of the Board of Directors will be passed by the vote of the majority present at the meeting. Such amendment is attached hereto of Exhibit 1.3 to this Annual Report.
On November 14, 2014, the shareholder’s meeting decided to amend the following sections of the by-laws: (i) Section First in order to comply with the CML, and (ii) Section Twenty-Four in order to incorporate the regulation of the shareholders’ meeting held with shareholders present or communicated through teleconference technologies. Section First was approved in the shareholder’s meeting on October 31, 2014 and Section Twenty-Four was approved in the shareholder’s meeting on October 31, 2016. Such amendment is attached hereto of Exhibit 1.4 to this Annual Report.
On the shareholder’s meeting held on October 29, 2018 our shareholders decided to amend the following sections of the by-laws in order to adapt them to certain new legal provisions: (i) Section Eighth, establishing that if there is an Issuance of Shares, the shareholders’ preemptive right will be exercised as established in the prospect of the issuance; (ii) Section Ninth, adapting the wording of such section to the new regulations applicable to the Tender Offers Law No. 26,831, as amended; (iii) Section Eleventh, establishing the issuance of Negotiable Obligations may be decided by the Board of Directors; and (iv) Section Twenty-Second describing the duties of the Audit Committee as well as authorizing the Audit Committee to hold meeting via conference, teleconference of any other electronic means. Such amendments are pending approval by the Public Registry of the City of Buenos Aires.
| 181 |
| Table of Contents |
At the shareholder’s meeting held on December 12, 2019 our shareholders decided to amend the following section of the by-laws in order to increase the maximum number of members of the board of directors: (i) Section Twelve increasing to sixteen the regular members of the board of directors.
At the shareholder’s meeting held on December 21, 2021 our shareholders decided to amend the following section of the by-laws in order to reduce the maximum number of members of the board of directors: (i) Section Twelve reducing to fifteen the regular members of the board of directors.
On the shareholder´s meeting held on October 28, 2022, it was informed that the CNV issued Resolution No. 939/2022, which incorporates to the CNV Rules the possibility that public entities hold shareholders’ meetings and board meetings remotely, effective as from January 1, 2023. Within this framework, and without prejudice to the authorization to hold remote shareholders’ meetings and board meetings set forth in the Company’s bylaws, certain requirements must be followed regarding the signing of corporate books and the issuance of authorizations to the Supervisory Committee and the Audit and Executive Committees, which is also provided for in the bylaws. In view of the aforementioned background, the amendment of articles Sixteen (Board meetings), Twenty-Second (committees) and Twenty-Third (Supervisory Committee) of the Company’s bylaws was approved.
At the shareholders’ meeting held on April 27, 2023, our shareholders resolved to amend section seven of our bylaws in order to modify the par value of the shares from ARS 1.00 to ARS 10.00.
C. Material Contracts
We do not have any material contract entered into outside the ordinary course of business other than some of the operations previously described under the sections Related Party Transactions, Recent Developments, and Our Indebtedness.
D. Exchange Controls
On September 1, 2019, the Argentine Government issued Decree No. 609/2019, pursuant to which foreign exchange controls were temporarily imposed until December 31, 2019. On December 27, 2019, the Argentine Government issued Decree No. 91/2019, which permanently extended the foreign exchange controls that expired on December 31, 2019.
At present, foreign exchange regulations are included in the Consolidated Text on Foreign Trade and Exchange issued by the Central Bank pursuant Communication “A” 7,442 as supplemented (“Consolidated Text on Foreign Trade and Exchange”).
A brief summary of the exchange control regulations in force as of the date of this Form Annual Report is set forth below.
For more information see – (Risk Factors – Risk related to Argentina - Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability to collect capital and interest payments in connection with corporate bonds issued by Argentine companies.)
| 182 |
| Table of Contents |
Exports of Goods
As a general rule, exporters of goods must repatriate, and settle in Pesos through the foreign exchange market, the proceeds from exports cleared through customs after September 2, 2019, within different deadlines, depending on certain factors (nature of goods, relationship between exporter and importer, etc.). In certain cases (e.g. certificate of increase of exports against 2020, projects falling under the Investment Promotion Regime for Exports set out by the Executive Order 234/21, etc.) exporters have greater access to the foreign exchange market.
Regardless of the applicable deadline, such proceeds must be repatriated and settled in Pesos through the foreign exchange market within a 5 business day term upon collection.
Executive Decree No. 378/2023, which was published in the Official Gazette on July 24, 2023, reinstates the Export Increase Program created by Decree 576/2022 for those exporters that, in accordance with Chapter II of Decree No. 194/2023 (Export Increase Program for Regional Economies), convert the proceeds from their exports of goods until August 31, 2023.
The Central Bank has issued Communication “A” 7813, which provides for the mechanisms so that the counter-value of these exported goods, including the cases of pre-financing and/or post-financing of exports from abroad or a liquidation advance, is perfected at ARS 340 per U.S. dollar.
Proceeds from exports settled at ARS 340 must be applied to the payment of export duties mentioned in Section 14 of Decree No. 194/2023.
Sale of Non-Financial Assets
Proceeds in foreign currency from the sale of non-financial assets must be repatriated and settled in Pesos in the foreign exchange market within five business days from the date of collection in Argentina or abroad, or the date of deposit of such amounts in foreign bank accounts.
Exports of Services
Exporters of services must repatriate, and settle in Pesos through the foreign exchange market, the proceeds from their exports within five business days from the date of collection in Argentina or abroad, or the date of deposit of such amounts in foreign bank accounts, with limited exceptions.
Imports of Goods and Services
Except for certain exceptions current regulations provide for, importers of goods and/or services must obtain prior authorization from the Central Bank for the settlement of foreign currency-denominated debts in connection with the import of goods and services.
Foreign Assets
Prior authorization from the Central Bank is required for the acquisition of foreign assets (e.g., purchase of foreign currency, among others) and for derivative transactions by Argentine companies, Argentine local governments, Argentine mutual funds, trusts and other Argentine entities. Individuals must request authorization when the value of such assets exceed USD 200 (in the case of withdrawals from Argentine bank accounts) or USD 100 (in the case of cash purchases) in any calendar month.
| 183 |
| Table of Contents |
External Financial Indebtedness
Pursuant to section 3.5 of the Consolidated Text on Foreign Trade and Exchange, Argentine residents may access the foreign exchange market to pay principal and interest on external financial indebtedness, provided that:
| (i) | The funds disbursed have been repatriated and converted into ARS in the exchange market. This requirement is not applicable to certain exceptions, including, but not limited to, (a) any funds disbursed before September 1, 2019; and (b) any external financial indebtedness incurred as of September 1, 2019 that does not have disbursements for being a refinancing of financial debts that would have had access to the foreign exchange market under the applicable regulations, to the extent that the new indebtedness’ maturity date is not earlier than the maturity date of the original, |
|
|
|
| (ii) | The debt is registered in the Survey of External Assets and Liabilities. |
|
|
|
| (iii) | Access to the exchange market occurs on a date that is not earlier than 3 (three) business days before the date of maturity of the applicable principal or interest payment, with some exceptions. |
Communication “A” 7626 of the Central Bank, dated October 28, 2022, determines that the clients may access the foreign exchange market to perform payments of capital related to foreign financial indebtedness as long as the following conditions are met:
a) the foreign financial indebtedness is originated as a result of a refinancing executed from August 27, 2021 onwards with the creditor for commercial indebtedness related with import of goods and services, including indebtedness with related counterparties, when: (i) it has originated in the import of goods whose custom’s entry registration has taken place at least 180 calendar days before the refinancing, and (ii) it is the result of an obligation for a service rendered at least 180 calendar days before the refinancing or derived from an agreement executed with an equivalent advance.
b) the new foreign financial indebtedness has an average life not inferior to 2 (two) years and does not register capital maturities at least for 3 (three) months after the execution of the refinancing. In the event that the refinanced commercial indebtedness falls under the scope of a requisite that establishes a minimum term to access the foreign exchange market, it will not be possible to access the latter to perform payments of the capital under the new financial indebtedness as long as such term is met. If the refinanced indebtedness has not matured completely, the average life of the new indebtedness must be at least 2 (two) years greater than the average life of the outstanding financial indebtedness.
c) The financial entity has an affidavit belonging to the client in which the latter states that regarding the year in progress, the client has not accessed the MULC for a sum superior to the equivalent of USD 20 million to perform payments of capital related to foreign financial indebtedness.
Communication “A” 7,030, and its amendments, establishes the prior agreement of the Central Bank, until December 31, 2023, for the cancellation of capital services of financial debts abroad, provided that the creditor is a related counterparty, with limited exceptions. Pursuant to this, the Central Bank may grant companies access to the MULC for up to 40% of any such debt, with the companies being required to refinance the outstanding 60% within a period of at least two years
Indebtedness Between Residents
Prior authorization from the Central Bank is required for the payment of foreign currency-denominated obligations between Argentine residents after September 1, 2019, with limited exceptions. However, no prior authorization is required for the payment of foreign currency-denominated obligations to Argentine financial entities, including, among others, payments made in respect of credit cards.
Profits and Dividends
Prior authorization from the Central Bank is required for the transfer of profits and/or dividends outside of Argentina, unless certain requirements expressly provided for by current regulation are met.
| 184 |
| Table of Contents |
Non-Residents
Non-residents must obtain prior authorization from the Central Bank to access the foreign exchange market to purchase foreign currency, with limited exceptions.
Reporting Regime
In all cases, access to the foreign exchange market for the payment of financial or commercial debts will be granted to the extent that such debts were disclosed in accordance with the Central Bank reporting regime established through Communication “A” 6,401, if applicable.
Outgoings
Outflow of funds
Consolidated Text on Foreign Trade and Exchange provides for prior approval of the Central Bank in order to carry out any outflow of funds, unless the clients submit several affidavits related to (i) foreign currency holdings and liquid external assets; (ii) own and controlling and/or related company’s securities transactions (blue chip swap, “dolar MEP”, etc.); (iii) economic benefits granted by the State; and (iv) delivery of funds in local currency or local assets (except funds in foreign currency deposited in local financial entities) to any human or legal person, resident or non-resident, related or not, receiving as prior or subsequent consideration, in a manner directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto assets or securities deposited abroad.
Thus, Consolidated Text on Foreign Trade and Exchange provides for the prior approval of the Central Bank for certain outflow of funds through the foreign exchange market, unless the entity has an affidavit from the client stating that at the time of access to the foreign exchange market:
| (a) | All of its local foreign currency holdings are deposited in accounts in financial institutions and that it did not have liquid external assets available at the beginning of the day that access to the foreign exchange market is requested for a higher amount equivalent to USD 100,000 (with some exceptions, expressly provided for by the regulation). |
|
|
|
| (b) | Undertakes to settle in Pesos through the foreign exchange market, within five working days of its availability, those funds received abroad resulting from the collection of loans granted to third parties, the collection of a term deposit or the sale of any type of asset, when the asset has been acquired, the deposit constituted or the loan granted after May 28, 2020. |
Indeed, for access to the Foreign Exchange Market, an affidavit is required, among others, stating that they have not made sales of securities through the settlement of foreign currency, nor their transfer to deposit institutions abroad, nor exchanged securities for other foreign liquid assets, nor purchased securities in the country with Pesos, nor have obtained Cedars or securities representing private debt issued in foreign jurisdiction, within 180 (one hundred and eighty) calendar days prior to access to the Exchange Market (for transactions involving securities issued under Argentinian law the applicable term remains 90 calendar days); and also that the applicants undertake not to carry out said operations during the following 180 (one hundred and eighty) calendar days (for transactions involving securities issued under Argentinian law the applicable term remains 90 calendar days)and; (ii) have not delivered local currency funds or local assets (except foreign currency funds deposited in other local financial institutions) to any person or legal entity, resident or non-resident, related or not, that they receive as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, during foreign assets, crypto assets or securities deposited abroad, within the 180 (one hundred and eighty) calendar days prior to access to the Foreign Exchange Market; and also that the applicants undertake not to carry out said transactions during the following 180 (one hundred and eighty) calendar days. On September 28, 2023, the Central Bank issued Communication “A” 7852, which contemplates some specific situations in which transactions with such securities will not be deemed as a violation of the affidavit above mentioned.
| 185 |
| Table of Contents |
On May 11, 2023, the Central Bank issued Communication “A” 7,766, further amended, which establishes that, as of May 12, 2023, the detail of legal entities conforming the same economic group must be provided together with the detail of the direct controlling individuals or legal entities, indicating if they have delivered funds in local currency or other liquid local assets in Argentina within the last 180 calendar days. There are some situations in which this statement is not requested.
Companies sharing a control relationship of the type defined in points 1.2.1.1 and 1.2.2.1 of the Ordinance on “Large risks” are to be considered as members of the same economic group. Likewise, in order to determine the existence of a direct control relationship, the types of relationships provided for in point 1.2.2.1 of the aforementioned “Large Exposures to Credit Risk” Ordinance must be considered.
Likewise, and by virtue of the provisions of Communication “A” 7772 of the BCRA dated May 19, 2023, the aforementioned may be deemed to be complied with by the entity if the customer submits a sworn statement in which it certifies that during the periods described above it did not deliver in the country funds in local currency or other liquid local assets to any person or legal entity, except for those directly associated with regular transactions within the framework of its business activity.
For those cases in which the client did not submit the aforementioned sworn statement, it may submit a sworn statement in which it declares that it has not delivered in the country funds in local currency or other local liquid assets to any human or legal person (including direct controllers and members of the economic group) in which it states that (i) within the term set forth in the Ordinance, it has not entered into and will not enter into the transactions contemplated; and (ii) that in the previous 180 calendar days it has not received in the country any funds in local currency or other liquid assets, except those associated with regular transactions, which have come from the client or from any of the reported human or legal persons, direct controllers and members of the economic group to whom funds have been delivered; or it may submit the sworn statements of the persons, whether human or legal persons, direct controllers or members of the economic group that received funds.
On the other hand, on August 14, 2023, by means of General Resolution 971/23 of the CNV, a limit on the sale of securities which are denominated in U.S. dollars and issued under local law was established at the end of each week for those transactions that had a concurrence of tenders received with a priority of price and time. This limit may not exceed the amount of one hundred thousand nominal values settled. Plus, it was also established as prior condition for those transactions that the orders may only be given if no sales have been made with foreign settlement in the previous fifteen days, and a commit not to do so within fifteen subsequent calendar days.
On September 7, 2023, the BCRA issued Communication “A” 7838, by means of which it provided that the sworn statements set forth in points 3.8.4., 3.16.3.1 and 3.16.3.2 of the Consolidated Text on Foreign Trade and Exchange regulations refer to the transactions carried out directly or indirectly or on behalf of and to the order of third parties of the securities transactions included in said points. Despite the fact that Communication “A” 7838 has a brief and vague text as to what it expresses, on September 7, 2023 the BCRA issued a Communiqué that goes beyond the provisions of Communication “A” 7838, since it urges the entities to require their clients to sign a sworn affidavit which content does not arise from Communication “A” 7838, stating that their shareholders and directors did not carry out transactions with securities.
Securities trading
Central Bank Communication “A” 7,422, as amended by Communication “A” 7,308, established that securities transactions performed in Argentina, unlike securities transactions performed abroad, can be settled in ARS in Argentina.
| 186 |
| Table of Contents |
Central Bank Communication “A” 7,340 and its amendments provides that securities sale transactions settled in foreign currency must be paid by one of the following mechanisms:
| · | By transfer of funds to and from demand accounts held in the customer’s name with local financial institutions; |
|
|
|
| · | Against wire transfers on bank accounts in the customer’s name with a foreign entity that is not incorporated in countries or territories where the Recommendations of the Financial Action Task Force do not apply, or do not sufficiently apply. |
This Communication “A” 7,340 and its amendments also prohibits the settlement of purchase and sale transactions of securities with settlement in foreign currency through payment in foreign currency cash, or through their deposit in custody accounts or accounts of third parties.
No sales of securities with settlement in foreign currency may be executed in Argentina, and such securities may not be transferred to foreign depositaries or exchanged for other external assets, by persons that were granted with certain benefits (beneficiaries of refinancings contemplated under Section 2.1.1. of the regulations on “Financial services under the scope of the health emergency ordered by Decree No. 260/2020. Coronavirus (Covid-19”, etc.).
Pursuant to general resolution 979/2023, the CNV established that the minimum holding period, locally known as “Parking Period”, for securities in the local custodian to be applied to the settlement of transactions in foreign currency and in foreign jurisdiction (i.e., settlement against “Dollar Cable” in a foreign account) is set to:
| (i) | five business days for securities issued under foreign law; and |
|
|
|
| (ii) | one business day for securities issued under Argentinian law. |
These terms are applicable to sales transactions of marketable securities with settlement in foreign currency and in foreign jurisdiction, as well as to sales transactions of marketable securities with settlement in foreign currency and in local jurisdiction.
This Parking Period does not apply in the case of purchases of securities with settlement in foreign currency and in a foreign jurisdiction.
The Parking Period prior to settlement against foreign currency and in foreign jurisdiction (i.e. settlement against “Dollar Cable” in a foreign account) for locally credited securities from foreign depositories (i.e. acquired from foreign agents) has also been set to one or three business days, as the case may be.
For more information see “Risk Factors—Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability to collect capital and interest payments in connection with corporate bonds issued by Argentine companies.”
E. Money Laundering
Argentine Law No. 25,246, as amended and/or complemented by Laws Nos. 26,087, 26,119, 26,268, 26,683, 26,831, 26,860 and 27,304 (the “Anti‑Money Laundering Law”), categorizes money laundering as a crime, which is defined as the exchange, transfer, management, sale or any other use of money or other assets obtained through a crime, by a person who did not take part in such original crime, with the potential result that such original assets (or new assets resulting from such original assets) have the appearance of having been obtained through legitimate means. In spite of the fact that there is a specific amount for the money laundering category (ARS 300,000), the crimes committed for a lower amount are also punished, but the prison sentence is reduced.
| 187 |
| Table of Contents |
After the enactment of Law No. 26,683, money laundering was included in the Penal Code as an independent crime against economic and financial order and it was split from the title “Concealment” as originally disposed. Therefore, money laundering is a crime which may be prosecuted independently. The Anti‑Money Laundering Law created the Financial Information Unit, or “UIF,” which is responsible for the analysis, treatment and procurement of information to prevent money laundering originating from, among others:
| · | Crimes related to the traffic and illegal commercialization of drugs (Law No. 23,737); |
|
|
|
| · | Crimes related to arms traffic (Law No. 22,415); |
|
|
|
| · | Crimes related to illegal association or terrorist association; |
|
|
|
| · | Crimes committed by illegal associations organized to commit crimes for political or racial purposes; |
|
|
|
| · | Crimes against Public Administration; |
|
|
|
| · | Crimes of minor’s prostitution and child pornography; and |
|
|
|
| · | Crimes related to terrorism financing. |
The UIF analyzes the information received from entities that have the obligation to report suspicious activities or operations and, as the case may be, inform the Public Ministry to carry out the investigations that may be considered relevant or necessary.
The UIF analyzes the information it receives and informs the Public Prosecutor as to whether it should carry out any investigations. Once the information is received, the UIF may request additional information and undertake any action it deems useful for the fulfillment of its functions. In the context of the analysis, respondents may not rely on bank, tax, stock or professional secrecy, or contractual confidentiality commitments to oppose a request for information from the UIF. Once the analysis is completed, the UIF is empowered to (i) receive voluntary declarations, which in no case may be anonymous, (ii) require the collaboration of all State information services, which are required to provide it in the terms of the current procedural regulations, (iii) request the Public Prosecutor’s Office to require the competent judge to resolve the suspension of execution of any transaction, (iv) request the Public Prosecutor’s Office to require search warrants it deems useful for the investigation, (v) request the Public Ministry to manage all the legal means necessary to obtain information from any source or origin, and (vi) apply sanctions.
The anti‑money laundering framework in Argentina also assigns information and control duties to certain private sector entities, such as banks, non‑profit organizations, stock exchanges, and insurance companies, including the Central Bank. These regulations apply to many Argentine companies, including us. These obligations consist mainly of: (i) maintaining internal policies and procedures for money laundering prevention and financing of terrorism, including “know your client” procedures, as appropriate; (ii) reporting suspicious activity; and (iii) acting according to the Anti‑Money Laundering Law with respect to the confidentiality of the information obtained from the clients. For that purpose, each entity involved must appoint an officer responsible for the monitoring and control under the Anti‑Money Laundering Law.
As part of a more comprehensive modification of the rules that govern the scope of supervision of CNV, derived from the enactment of the revised CML and the CNV Rules, which established a new regime for the public offer of securities, CNV issued a revision of its rules to incorporate a new chapter of Anti‑Money Laundering Laws including provisions related to the fulfillment of duties to be complied by “Agentes de Negociación,” “Agentes de Liquidación y Compensación,” “Agentes de Distribución y Colocación” and “Agentes de Administración de Productos de Inversión Colectiva,” each of which is considered mandatory under the terms of sections 4, 5 and 22 of article 20 of Law No. 25,246. Such agents are required to comply with Law No. 25,246 and its amendments, regulations enacted by UIF, including executive orders with reference to the decisions adopted by the United Nations Security Council in the fight against terrorism and to comply with the resolutions issued by the Ministry of Foreign Affairs, International Trade and Religion. Furthermore, “Agentes de Custodia de Productos de Inversión Colectiva (Sociedades Depositarias de Fondos Comunes de Inversión),” “Agentes de corretaje,” “Agentes de depósito colectivo” and listed companies with respect to contribution, irrevocable contributions or indebtedness made by a shareholder or a third person to become a shareholder in the future, are also reached by the resolution.
Each of these entities must send by internet (through the online application of CNV) their tax identification number. Additionally, in case of companies, the personal data of the “Compliance Officer” (both regular and alternate) must also be disclosed.
| 188 |
| Table of Contents |
The CNV Rules provide that entities it regulates may only take action relating to public offerings of securities, stipulated, future or optional contracts of any nature and other instruments and financial products with registered, domiciled or domestic counterparties known to CNV or foreign counterparties in jurisdictions included on the list of cooperating countries provided in article 2º, subsection b) of Decree No. 589/2013.
Where a counterparty is not included in the referred list and is from a jurisdiction where it is regulated by an entity similar to CNV, validity of the transactions will be granted if the foreign regulator has signed a memorandum of understanding, cooperation and exchange of information with the CNV.
With the purpose of strengthening the requirements applicable to the grant of authorization to operate in the capital markets, additional requirements were established in connection with: (i) competence and capacity; (ii) moral integrity and honesty and (iii) solvency. Such requirements are subject to the appraisal of CNV and must be fulfilled by managers, directors, auditors and any other individual who performs duties or activities within the company.
Pursuant to Decree 360/2016 dated February 16, 2016, the Argentine Government created the National Coordination Program for Combating Money Laundering and Terrorist Financing within the purview of the Ministry of Justice and Human Rights. Its purpose is to rearrange, coordinate and strengthen the anti‑money laundering and anti‑terrorist financing system at the national level, in light of the actual risks that could impact Argentina territory and the global requirements to be met under the scope of the obligations and international recommendations of the United Nations and the Financial Action Task Force standards.
Moreover, Law No. 27,260, which introduced certain tax modifications and a new regime for residents to disclose undeclared assets, established that the UIF would now be within the purview of the Argentine Ministry of Economy and Finances. Nowadays, as a result of the reorganization of said ministry, the UIF depends on the Argentine Ministry of Economy. For its part, the UIF issued Resolution No. 4/2017, which requires certain specific due diligence procedures (commonly called “know your client”) to be performed when a national or foreign depositor opens a bank account for the purpose of investment.
On March 5, 2018, the UIF Resolution No. 21/2018 on guidelines for the management of risks of money laundering and financing of terrorism and on the minimum compliance to be adopted for the prevention of laundering was published in the Official Gazette. In line with UIF Resolution No. 30-E/17 addressed to the financial sector, UIF Resolution No. 21/2018 also moves from a formalistic compliance approach to a risk-based approach, in order to ensure that the measures implemented are commensurate with the risks identified. In this way, the obligated subjects must identify and evaluate their risks and, depending on this, adopt management and mitigation measures. In this framework, they are enabled to implement accredited technological platforms that allow carrying out procedures at a distance, without personal display of the documentation, without this conditioning the fulfillment of due diligence duties.
Likewise, it is reported that in August 2018, in accordance with Resolution No. 97/2018 of the UIF, the regulation of the Central Bank’s duty of cooperation with the UIF was approved to adapt said regulation to Resolution No. 30-E/2017.
On November 19, 2019, the UIF issued Resolution No. 117/2019, updating certain thresholds established in past Resolutions with the purpose of achieving an effective prevention of money laundering and terrorism financing and from a risk-based approach, all of it in accordance with the international standards promoted by the Financial Action Task Force. Such update was incorporated into Argentine legislation by Law No. 25,246, which was in turn the basis of the update of thresholds established in UIF Resolutions No. 21/2011, 28/2011, 30/2011, 30/2011, 65/2011, 70/2011, 199/2011, 199/2011, 11/2012, 16/2012, 17/2012, 18/2012, 22/2012, 23/2012, 32/2012, 66/2012, 140/2012, 50/2013, 30/2017, 21/2018 and 28/2018. Furthermore, on April 13, 2022, the thresholds established in Resolution No. 117/2019 were updated by the publication of Resolution No. 50/2022.
On October 19, 2021, UIF Resolution No. 112/2021 established certain measures and procedures that all regulated entities must observe pursuant to identifying the Beneficial Owner and, pursuant to the new changes, it incorporated a new definition of Beneficial Owner, indicating that these shall be any “human person/s who own/s at least 10% of the capital or voting rights of a legal person, a trust, an investment fund, an affectation patrimony and/or of any other legal structure; and/or to the human person/s who by other means exercise/s the final control of such entity.”
| 189 |
| Table of Contents |
On January 13, 2022, UIF Resolution No. 6/2022 amended UIF Resolutions No. 30/2017, 21/2018 and 28/2018, which are applicable to entities regulated by the Central Bank, the CNV and/or the Superintendence of Insurance of the Nation, respectively.
On February 1, 2023, Resolution No. 14/2023 was published in the Official Gazette, which aims to establish the minimum requirements for the identification, assessment, monitoring, management and mitigation of money laundering and terrorist financing risks that the obligated subjects included in article 20 sections 1 and 2 of Law No. 25,246 must adopt and apply, in accordance with their policies, procedures and controls, in order to avoid the risk of being used by third parties with criminal objectives of money laundering and terrorist financing. Such resolution repealed Resolution No. 30E/2017 of the UIF without effect.
On May 10, 2023, Resolution No. 78/2023 was published in the Official Gazette, which amended the regulatory framework issued with respect to the obligated subjects included in article 20 sections 4 and 5 and those of section 22 that have the role of Financial Fiduciaries of Law No. 25,246 in order to adapt the obligations that they must comply with to manage and mitigate money laundering and terrorism financing risks, in accordance with the standards, good practices, guides and international guidelines currently in force, pursuant to the Recommendations issued by the Financial Action Task Force. This resolution repealed Resolution No. 21/2018 of the UIF.
Finally, on May 17, 2023, Resolution No. 84/2023 was published in the Official Gazette, which updates the thresholds established for the different regulated sectors in order to improve the effectiveness of the anti-money laundering and terrorist financing prevention system and update the regulations applicable to each sector. Therefore, an automatic updating mechanism of the thresholds was established, adopting as parameter the minimum salary set by the “Consejo Nacional del Empleo, la Productividad y el Salario Minimo, Vital y Movil”, in force as of December 31 of the previous calendar year and as of June 30 of the current calendar year, as applicable.
F. Taxation
United States Taxation
The following summary describes the material United States federal income tax consequences of the ownership and disposition of our common shares and GDSs. The discussion set forth below is applicable only to U.S. Holders (as defined below) that hold the common shares or GDSs as capital assets. This summary does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:
| · | a bank or other financial institution; |
|
|
|
| · | a dealer in securities or currencies; |
|
|
|
| · | a regulated investment company; |
|
|
|
| · | a real estate investment trust; |
|
|
|
| · | an insurance company; |
|
|
|
| · | a tax-exempt organization; |
|
|
|
| · | a person holding the common shares or GDSs as part of a hedging, integrated or conversion transaction, constructive sale or straddle; |
|
|
|
| · | a trader in securities that has elected the mark-to-market method of accounting for your securities; |
| 190 |
| Table of Contents |
| · | a person liable for alternative minimum tax; |
|
|
|
| · | a person who owns or is deemed to own 10% or more of our stock (by vote or value); |
|
|
|
| · | a person required to accelerate the recognition of any item of gross income with respect to the common shares or GDSs as a result of such income being recognized on an applicable financial statement; |
|
|
|
| · | a partnership or other pass–through entity for United States federal income tax purposes; or |
|
|
|
| · | a person whose “functional currency” is not the U.S. dollar. |
Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified (possibly on a retroactive basis) so as to result in United States federal income tax consequences different from those discussed below. This summary does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income, United States federal estate and gift taxes or the effects of any state, local or non-United States tax laws. In addition, this summary assumes that the deposit agreement governing the GDSs, and all other related agreements, will be performed in accordance with their terms.
As used herein, the term “U.S. Holder” means a beneficial owner of common shares or GDSs that is for United States federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
|
|
|
| · | a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
|
|
|
| · | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
|
|
|
| · | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds the common shares or GDSs, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the common shares or GDSs, you should consult your tax advisors.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF COMMON SHARES OR GDSS AS WELL AS ANY CONSEQUENCES ARISING UNDER OTHER UNITED STATES FEDERAL TAX LAWS AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
GDSs
If you hold GDSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying common shares that are represented by such GDSs. Accordingly, deposits or withdrawals of common shares for GDSs by U.S. Holders will not be subject to United States federal income tax.
| 191 |
| Table of Contents |
Distributions on Common Shares or GDSs
Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of distributions on our common shares or GDSs (including amounts withheld to reflect Argentine withholding taxes, if any) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such dividends will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of our common shares, or by the GDS Depositary, in the case of our GDSs. Such dividends will not be eligible for the dividends received deduction generally allowed to corporations under the Code.
Subject to applicable limitations (including a minimum holding period requirement), dividends received by non-corporate U.S. Holders from a qualified foreign corporation may be treated as “qualified dividend income” that is subject to reduced rates of taxation. A foreign corporation generally is treated as a qualified foreign corporation with respect to dividends paid by that corporation on common shares (or GDSs representing such common shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our GDSs (which are listed on the NYSE) are readily tradable on an established securities market in the United States. Thus, we believe that dividends that we pay on our GDSs to U.S. Holders will be potentially eligible for these reduced tax rates. However, since our common shares are not listed on an established securities market in the United States, we do not believe that dividends that we pay on our common shares that are not represented by GDSs currently meet the conditions required for these reduced tax rates. There also can be assurance that our GDSs will be considered readily tradable on an established securities market in the United States in later years. In addition, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year (as discussed under “—Passive Foreign Investment Company” below). Non-corporate U.S. Holders should consult their own tax advisors regarding the application of these rules given their particular circumstances.
The amount of any dividend paid in Pesos will equal the U.S. dollar value of the Pesos received calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received by you, in the case of our common shares, or by the GDS Depositary, in the case of our GDSs, regardless of whether the Pesos are converted into U.S. dollars. If the Pesos received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a tax basis in the Pesos equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Pesos will be treated as United States source ordinary income or loss.
Subject to certain complex conditions and limitations (including a minimum holding period requirement) and the Foreign Tax Credit Regulations (as defined below), Argentine withholding taxes on dividends, if any, may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on our common shares or GDSs will be treated as income from sources outside the United States and will generally constitute passive category income. However, recently issued United States Treasury regulations (the “Foreign Tax Credit Regulations”) impose additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. A recent notice from the Internal Revenue Service (“IRS”) indicates that the Treasury and the IRS are considering proposing amendments to the Foreign Tax Credit Regulations and also allows taxpayers to defer the application of many aspects of the Foreign Tax Credit Regulations for taxable years ending on or before December 31, 2023 (the notice also indicates that the Treasury and the IRS are considering whether, and under what conditions, to provide additional temporary relief for later taxable years). Instead of claiming a foreign tax credit, you may be able to deduct Argentine withholding taxes on dividends, if any, in computing your taxable income, subject to generally applicable limitations under United States law (including that a U.S. Holder is not eligible for a deduction for foreign income taxes paid or accrued in a taxable year if such U.S. Holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year). The rules governing the foreign tax credit and deductions for foreign taxes are complex. You are urged to consult your tax advisors regarding the Foreign Tax Credit Regulations and the availability of the foreign tax credit or a deduction under your particular circumstances.
| 192 |
| Table of Contents |
To the extent that the amount of any distribution (including amounts withheld to reflect Argentine withholding taxes, if any) exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of our common shares or GDSs, and thereafter as capital gain recognized on a sale or exchange (as discussed below under “—Taxation of Capital Gains”). However, we do not expect to keep earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend (as discussed above).
Distributions of our common shares or GDSs that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income taxes.
Passive Foreign Investment Company
Based on the past and projected composition of our income and assets and the valuation of our assets, including goodwill, we do not believe we were a PFIC for United States federal income tax purposes for the taxable year ending June 30, 2023, and we do not currently expect to become a PFIC, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC in the current or any future taxable year due to changes in our asset or income composition or if our projections are not accurate. The volatility and instability of Argentina’s economic and financial system may substantially affect the composition of our income and assets and the accuracy of our projections. In addition, this determination is based on the interpretation of certain United States Treasury regulations relating to rental income, which regulations are potentially subject to different interpretation.
In general, we will be a PFIC for any taxable year in which:
| · | at least 75% of our gross income is passive income; or |
|
|
|
| · | at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. |
For this purpose, cash is generally a passive asset and passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person), annuities and gains from assets that produce passive income. If we own at least 25% by value of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of that other corporation’s assets and receiving our proportionate share of its income. If we are a PFIC for any taxable year during which you hold our common shares or GDSs, unless you make the mark-to-market election discussed below, you will be subject to special tax rules discussed below.
If we are a PFIC for any taxable year during which you hold our common shares or GDSs, you will be subject to special tax rules with respect to any “excess distributions” received and any gain realized from a sale or other disposition, including a pledge, of such common shares or GDSs. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the common shares or GDSs will be treated as excess distributions. Under these special tax rules:
| · | the excess distribution or gain will be allocated ratably over your holding period for the common shares or GDSs; |
|
|
|
| · | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we become a PFIC, will be treated as ordinary income; and |
|
|
|
| · | the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
| 193 |
| Table of Contents |
If we are a PFIC for any taxable year during which you hold our common shares or GDSs and any of our non-United States subsidiaries is also a PFIC, you would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.
In addition, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. You will generally be required to file IRS Form 8621 if you hold our common shares or GDSs in any year in which we are classified as a PFIC.
In certain circumstances, in lieu of being subject to the rules discussed above with respect to excess distributions and realized gains, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election is only available for stock traded on certain designated United States exchanges and foreign exchanges which meet certain trading, listing, financial disclosure and other requirements to be treated as a qualified exchange under applicable United States Treasury regulations. Our common shares are listed on the ByMA, which must meet the trading, listing, financial disclosure and other requirements under applicable United States Treasury regulations for purposes of the mark-to-market election, and no assurance can be given that the common shares are or will be “regularly traded” for purposes of the mark-to-market election. Our GDSs are currently listed on the NYSE, which constitutes a qualified exchange under the United States Treasury regulations, although there can be no assurance that the GDSs are or will be “regularly traded.”
If you make an effective mark-to-market election, you will include in ordinary income each year that we are a PFIC the excess, if any, of the fair market value of our common shares or GDSs at the end of the year over your adjusted tax basis in our common shares or GDSs. You will be entitled to deduct as an ordinary loss in each such year the excess, if any, of your adjusted tax basis in our common shares or GDSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Any gain or loss on the sale or other disposition of the common shares or GDSs in a year that we are a PFIC will be ordinary income or loss, except that such loss will be ordinary loss only to the extent of the previously included net mark-to-market gain.
Your adjusted tax basis in our common shares or GDSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless our common shares or GDSs are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election. Mark-to-market inclusions and deductions will be suspended during taxable years in which we are not a PFIC, but would resume if we subsequently become a PFIC. You are urged to consult your tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances. However, because a mark-to-market election cannot be made for any lower-tier PFICs that we may own (as discussed above), you will generally continue to be subject to the special tax rules discussed above with respect your indirect interest in any such lower-tier PFIC.
In some cases, holders of common shares or GDSs in a PFIC may be able to avoid the rules described above by electing to treat the PFIC as a “qualified electing fund” under Section 1295 of the Code. This option will not be available to you because we do not intend to comply with certain calculation and reporting requirements necessary to permit you to make this election.
You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding our common shares or GDSs if we are considered a PFIC in any taxable year.
Taxation of Capital Gains
Subject to the discussion under “—Passive Foreign Investment Company” above, for United States federal income tax purposes, you will generally recognize capital gain or loss on any sale, exchange or other taxable disposition of our common shares or GDSs in an amount equal to the difference between the U.S. dollar value of the amount realized for the common shares or GDSs and your tax basis in the common shares or GDSs determined in U.S. dollars. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations under the Code.
| 194 |
| Table of Contents |
Any gain or loss recognized by you will generally be treated as United States source gain or loss for United States foreign tax credit purposes. Consequently, in the case of gain from the disposition of common shares or GDSs that is subject to Argentine income tax, you may not be able to benefit from a foreign tax credit for that Argentine income tax (i.e., because the gain from the disposition would be United States source), unless you can apply the credit (subject to applicable limitations) against United States federal income tax payable on other income from foreign sources. However, pursuant to the Foreign Tax Credit Regulations (if applicable), any such Argentine income tax would generally not be a foreign income tax eligible for a foreign tax credit (regardless of any other income that you may have that is derived from foreign sources). In such case, the non-creditable Argentine income tax may reduce the amount realized on the sale, exchange or other taxable disposition of the common shares or GDSs. You are urged to consult your tax advisors regarding the tax consequences if Argentine income tax is imposed on a disposition of common shares or GDSs, including the effect of the Foreign Tax Credit Regulations (including, as discussed above, the possible deferral of many aspects thereof for taxable years ending on or before December 31, 2023) and the availability of the foreign tax credit under your particular circumstances.
Argentine Personal Assets Tax
Amounts paid on account of the Argentine TAP, if any, will not be eligible as a credit against your United States federal income tax liability, but may be deductible subject to applicable limitations in the Code.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends in respect of our common shares or GDSs and the proceeds from the sale, exchange or other disposition of our common shares or GDSs that are paid to you within the United States (and in certain cases, outside the United States), unless you establish that you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a correct taxpayer identification number and a certification that you are not subject to backup withholding or if you fail to report in full dividend and interest income.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.
Argentine Taxation
The following discussion is a summary of certain Argentine tax considerations associated with an investment in, ownership or disposition of, the common shares or the GDSs by (i) an individual holder that is resident in Argentina, (ii) an individual holder that is neither domiciled nor resident in Argentina, (iii) a legal entity organized under the laws of Argentina, (iv) a permanent establishment in Argentina of a foreign entity and (v) a legal entity that is not organized under the laws of Argentina, that does not have a permanent establishment in Argentina and is not otherwise doing business in Argentina on a regular basis. The discussion is for general information only and is based on current Argentine tax laws. Moreover, while this summary is considered to be a correct interpretation of existing laws in force as of the date of this filing, no assurance can be given that the courts or administrative authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws or interpretations will not occur.
| 195 |
| Table of Contents |
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES ARISING UNDER ANY TAXING JURISDICTION.
Income Tax
Law No. 27,430, enacted on December 27, 2017 and published in the Official Gazette on December 29, 2017, had introduced several amendments to Income Tax Law No. 20,628, among others, a corporate tax rate reduction in two phases. For fiscal years beginning on or after January 1, 2018 until December 31, 2019, there had been a reduction of the tax rate from 35% to 30%. Beginning on or after January 1, 2020 the tax rate would have been further reduced to 25%. Additionally, a withholding of 7% or 13% had been established for the fiscal years mentioned above, on the dividends distributed by local entities in favor of their shareholders provided they are resident individuals or undivided estates, or are foreign beneficiaries.
On June 16, 2021, Law 27,630 was enacted and published in the Official Gazette. This law increases corporate income tax rates for tax years beginning January 1, 2021 and onwards. The new law increases tax rates by replacing the fixed tax rate with a progressive tax scale. It also extends the 7% withholding tax rate currently in force to dividends from profits accrued in tax years beginning January 1, 2021, and thereafter.
Taxation of Dividends
Pursuant to Law No. 27,430, amended by Law No. 27,541, published in the Official Gazette on December 23, 2019, dividends and other profits paid in cash or in non-cash assets —except for stock dividends—by companies and other entities incorporated in Argentina referred to in the Argentine Income Tax Law Sections 73 (O.T 2019) (a)(1), (2), (3), (6), (7) and (8), and Section 73(b) out of retained earnings accumulated in fiscal years starting on or after January 1, 2018, would be subject to withholding tax at a 7% rate (on profits accrued during fiscal years starting January 1, 2018 to December 31, 2020), and at a 13% rate (on profits accrued in fiscal years starting January 1, 2021 and onwards), provided that they are distributed to Argentine resident individuals and foreign shareholders. On June 16, 2021, Law No. 27,630 was published in the Official Gazette, whereby amendments were introduced to the corporate income tax. Pursuant to this law, dividends will be taxed at 7%, also on profits accrued in fiscal years starting January 1, 2021, and onwards.
No dividend withholding tax applies if dividends are distributed to the Argentine corporate entities required to assess the dividend withholding tax.
Certain tax treaties contemplate the application of a ceiling tax rate on dividends (i.e. 10% on gross dividends).
Taxation of Capital Gains
Resident individuals
Capital gains obtained by resident individuals or undivided estates situated in Argentina from the sale or disposition of common shares and other securities are subject to income tax at a 15% rate on net income, unless such securities were traded in stock exchange under the supervision of the CNV, in which case an exemption applies.
Losses arising from the sale, exchange or other disposition of common shares or GDSs can be applied only to offset such capital gains arising from the sale, exchange or other disposition of these securities, for a five-year carryover period.
Foreign beneficiaries
Capital gains of Argentine source (as it is the case of both IRSA’s GDSs and shares) obtained by non-Argentine individuals or non-Argentine entities from the sale, exchange or other disposition of shares are subject to income tax at a 15% rate on the net capital gain or at a 13.5% rate on the gross price at the seller’s election. Notwithstanding, Law No. 27,430 established an exemption for foreign beneficiaries participating in the sale of publicly traded shares traded in stock exchanges under the supervision of the CNV. Said Law also established an exemption for capital gains derived from the sale, exchange or other disposition of share certificates issued abroad that represent shares issued by Argentine companies (i.e. GDRs). The exemptions will apply only if the foreign beneficiaries do not reside in, and the funds do not arise from, “non-cooperating” jurisdictions for tax transparency purposes.
| 196 |
| Table of Contents |
The sale of an equity interest in a foreign entity could represent a taxable indirect transfer of Argentine assets (including shares), if (i) the value of the Argentine assets exceed 30% of the transaction’s overall value, and (ii) the equity interest sold (in the foreign entity) exceeds 10%. The tax will also be due if any of these thresholds were met during the twelve month period prior to the sale.
The applicable rate is generally 15% on the net capital gain or at a 13.5% rate on the gross price at the seller’s election, of the proportional value that corresponds to the Argentine assets.
The indirect transfer of Argentine assets within the same economic group would also not trigger taxation, provided the requirements set by regulations have been met.
Argentine entities
Capital gains obtained in tax years beginning from January 1, 2022 by Argentine entities (in general entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) derived from the sale, exchange or other disposition of shares or GDSs are subject to the following tiered structure of corporate income tax rates for different brackets of earnings:
Annual taxable income (ARS) | Will pay ARS | Marginal rate on the excess of the lower limit (%) | On the ARS surplus | |
Over | To | |||
0.00 | 14,301,209.21 | 0.00 | 25 | 0.00 |
14,301,209.21 | 143,012,092.08 | 3,575,302.30 | 30 | 14,301,209.21 |
143,012,092.08 | forward | 42,188,567.16 | 35 | 143,012,092.08 |
Losses arising from the sale, exchange or other disposition of shares or GDSs can be applied only to offset such capital gains arising from the sale, exchange or other disposition of these securities, for a five-year carryover period.
WE RECOMMEND PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES CONCERNING THE SALE OR OTHER DISPOSITIONS OF SHARES AND GDSs.
Value Added Tax
The sale, exchange, disposition, or transfer of common shares or GDSs is not subject to VAT. Dividend distributions are not levied with VAT either.
Tax on Personal Assets
Argentine entities, such as us, have to pay the TAP corresponding to Argentine and foreign individuals and foreign entities for the holding of our shares at December 31 of each year. The applicable tax rate is 0.50% for fiscal years starting in 2019, inclusive. Notwithstanding the foregoing, the tax shall not be paid if it is equal to or less than ARS 255.75. The tax is levied on the proportional net worth value (“valor patrimonial proporcional” in Spanish), or the book value, of the shares arising from the last balance sheet of the Argentine entity calculated under Argentine GAAP. Pursuant to the TAP Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders.
| 197 |
| Table of Contents |
Turnover Tax
The gross turnover tax is a local tax; therefore, the rules of the relevant provincial jurisdiction should be considered, which may levy this tax on the purchase and sale, exchange or other disposition of common shares or GDSs, and/or the collection of dividends at an average rate between 6% and 10%, unless an exemption is applicable. In the particular case of the City of Buenos Aires, any transaction involving common shares and/or the collection of dividends and revaluations is exempt from this tax.
To date, there is no withholding regime provided for foreign holders of common shares and GDSs.
To the extent that the activities are carried out in more than one jurisdiction, there is a Multilateral Agreement that establishes the way to distribute the taxable income among those jurisdictions.
Stamp Tax
Stamp taxes may apply in the City of Buenos Aires and in certain Argentine provinces in case transfer of common shares or GDSs is performed or executed in such jurisdictions by means of written agreements.
Other Taxes
There are no Argentine federal inheritance or succession taxes applicable to the ownership, transfer or disposition of our common shares or GDSs. The province of Buenos Aires established a tax on free transmission of assets, including inheritance, legacies, donations, etc. Free transmission of our shares could be subject to this tax at rates that vary from 1.6% to 9.5%, depending on the value of the transferred assets and the relationship between the transferor and the transferee.
In the case of litigation regarding the shares before a court of the City of Buenos Aires, a 3% court fee would be charged, calculated on the basis of the claim.
Tax treaties
Argentina has signed tax treaties for the avoidance of double taxation currently in force with Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, Mexico, the Netherlands, Norway, Qatar, Russia, Spain, Sweden, Switzerland, the United Kingdom, United Arab Emirates and Uruguay. There is currently no tax treaty or convention in effect between Argentina and the United States. It is not clear when, if ever, a treaty will be ratified or entered into effect. As a result, the Argentine tax consequences described in this section will apply, without modification, to a holder of our common shares or GDSs that is a United States resident. Foreign shareholders located in certain jurisdictions with a tax treaty in force with Argentina may be (i) exempted from the payment of the personal assets tax and (ii) entitled to apply for reduced withholding tax rates on payments to be made by Argentine parties.
PAIS Tax (“Impuesto para una Argentina inclusiva y solidaria”).
On December 23, 2019, the Argentine Government enacted Law 27,541. Among the changes implemented, this tax reform law established a new tax on certain purchases of foreign currency (“Impuesto PAIS” in Spanish), including (i) purchases of foreign currency without a specific purpose by Argentine residents, (ii) purchases of goods or services from abroad or purchases by Argentine residents abroad through credit or debit cards, and (iii) purchases made online through portals or virtual websites in foreign currency.
Under those rules, both Argentine individuals and entities performing taxable purchases were subject to the tax at a 30% rate, except for the purchase of digital services, which were taxed at an 8% rate.
Decree No. 377/2023 extends the application of PAIS tax to the acquisition of foreign currency in accordance with the following rules: (i) services acquired from abroad or services rendered by foreign residents in Argentina included in Appendix II of the Decree (technical, legal, accounting, managerial services in general, charges for the use of intellectual property, advertising, engineering, audiovisual services, among others) will be subject to a 25% tax rate; (ii) freight and other transportation services for import and export of goods will be subject to a 7.5% tax rate; and (iii) imported goods will be subject to a 7.5% tax rate, with some exceptions.
The acquirer is responsible for paying the tax, but entities authorized by the Central Bank to operate in the foreign exchange market shall act as collection and liquidation agents.
G. Dividends and Paying Agents
This Section is not applicable.
| 198 |
| Table of Contents |
H. Statement by Experts
This section is not applicable.
I. Documents on display
We file annual and current reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a website at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.
Our website is www.irsa.com.ar. The information contained in our website does not form part of this Annual Report. Any such request or a copy of these filings at no cost, should be directed to us at our principal office at Carlos M. Della Paolera 261, 9th Floor (C1001ADA), City of Buenos Aires, Argentina, or by e-mail at ir@irsa.com.ar.
We are also required periodically to furnish certain information in Spanish with the CNV, the ByMA and the MAE such as quarterly and annual reports and notices of material events (hechos relevantes). All such reports and notices are available at the website of the CNV (http://www.argentina. gob.ar/cnv), at ByMA through the website of the Bolsa de Comercio de Buenos Aires (http://www.bolsar.info) and the website of the MAE (http://www.mae.com.ar). The documents filed with the CNV, the ByMA and the MAE are not a part of this Annual Report and are not incorporated by reference herein.
J. Subsidiary Information
This section is not applicable.
ITEM 11. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to foreign exchange risk, interest rate risks and other price risk, primarily related to changes in exchange rates and interest rates. We manage our exposure to these risks through the use of various financial instruments, none of which are entered into for trading purposes. We have established policies and procedures governing the use of financial instruments, specifically as they relate to the type and volume of such financial instruments. For further information on our market risks, please see Note 5 to our Audited Consolidated Financial Statements.
ITEM 12. Description of Securities Other than Equity Securities
A. Debt Securities
This item is not applicable
B. Warrants and Rights
On May 12, 2021, we issued an aggregate of 80,000,000 warrants to purchase 80,000,000 of our common shares and will expire on May 12, 2026. Each warrant will be exercisable only if the common share rights or GDS rights to which such warrant relates have been exercised, and such warrant will be exercisable after 90 days following its issuance during the nine-day period from and including the 17th through the 25th day of each February, May, September and November (to the extent such dates are business days in New York City and Buenos Aires, Argentina) and on their expiration date.
The exercise price and number of common shares issuable upon exercise of the warrants are subject to adjustment upon the occurrence of certain events, including for stock splits, stock dividends, reclassifications and combinations, among others.
| 199 |
| Table of Contents |
Each warrant entitled its holder to purchase one common share and the exercise price of the warrants was USD 0.432. On November 16, 2022, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend distributed to the shareholders on November 8, 2022, being the Ratio of 1.0442 shares per option and a price of USD 0.414 per share. On May 11, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of the payment of the cash dividend distributed to the shareholders on May 5, 2023, being the current Ratio of 1.1719 shares per option and a price of USD 0.3689 per share. As a subsequent event, on September 14, 2023, we informed that the terms and conditions of the outstanding warrants for common shares of the Company, have been modified as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) an the changing the nominal value of the ordinary shares from ARS 1 (one Peso) to ARS 10 (ten Pesos), which was informed in September 13, 2023, being the current Ratio of 1.0639 shares with nominal value ARS 10.00 per option and a price of USD 0.4063 per share, for more information see “Recent Developments – Warrants – Modification on Ratio and Price.”
The warrants are available for trading on ByMA and NYSE under the tickers IRS2W and IRSWS, respectively.
As of the date of this Annual Report, there are 79,646,262 warrants outstanding.
C. Other Securities
This item is not applicable
D. American Depositary Shares
The Bank of New York Mellon, as depositary for the GDSs (the “GDS Depositary”) collects its fees for delivery directly from investors depositing shares or surrendering GDSs for the purpose of withdrawal. The Depositary also collects taxes and governmental charges from the holders of GDSs. The Depositary collects these fees and charges by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees (after attempting by reasonable means to notify the holder prior to such sale).
The Depositary has agreed to reimburse or pay on our behalf, certain reasonable expenses related to our GDS program and incurred by us in connection with the program (such as NYSE listing fees, legal and accounting fees incurred with preparation of Form 20-F and ongoing SEC compliance and listing requirements, distribution of proxy materials, investor relations expenses, etc).
The amounts the Depositary reimbursed or paid are not perforce related to the fees collected by the depositary from GDSs holders.
We agree to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the custodian are for the sole account of the Depositary.
The following charges shall be incurred by any party depositing or withdrawing common shares or by any party surrendering receipts or to whom receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Issuer or an exchange regarding the receipts or deposited securities or a distribution of receipts), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of common shares generally on our common share register or foreign registrar and applicable to transfers of common shares to the name of the Depositary or its nominee or the custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and fax transmission expenses as are expressly provided in the deposit agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency (5) a fee of USD 5.00 or less per 100 GDS (or portion), (6) a fee of USD 0.02 or less per GDS (or portion) for any cash distribution made pursuant to the deposit agreement, and (7) a fee for the distribution of securities, such fee being in an amount equal to the fee for the execution and delivery of GDS referred to above which would have been charged as a result of the deposit of such securities, but which securities are instead distributed by the Depositary to owners.
| 200 |
| Table of Contents |
PART II
ITEM 13. Defaults, Dividend Arrearages and Delinquencies
This item is not applicable.
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
A. Fair Price Provision
At our annual meeting held on October 30, 2000, our shareholders approved an amendment to our bylaws which included the adoption of a fair price provision (the “Fair Price Provision”). On March 8, 2002 our shareholders decided to make a new amendment to Article Nine of our bylaws including, among others, an increase in the minimum percentage of capital obliged to comply with the Fair Price Provision, from twenty percent (20%) to thirty five percent (35%), according to Decree No. 677/2001. On October 10, 2007, our shareholders decided to make a new amendment to Article Nine of our bylaws, to include the control concept under Decree No. 677/2001, which provides for the effective control regularly held in addition to the legal control.
The following description is a summary of the main provisions of the Fair Price Provision, which constitutes Article Nine of our bylaws and does not contain a description of all of the terms of the Fair Price Provision. The Fair Price Provision prohibits a party seeking to acquire, directly or indirectly, either control or (together with such party’s other holdings) thirty five percent (35%) or more of our capital stock without complying with the procedural and price requirements described below. Acquisitions made in violation of the Fair Price Provision are deemed ineffective against us and will not be registered in our share registry. Common shares acquired in violation of the Fair Price Provision shall have no voting or equity rights until the Fair Price Provision has been complied with. The Fair Price Provision applies to transactions involving shares of our common stock and any securities convertible in shares of our common stock, including, without limitation, convertible debentures and bonds and our GDRs. The Fair Price Provision excludes certain acquisitions of common shares in certain limited circumstances.
The Fair Price Provision provides that a party seeking to acquire, directly or indirectly, control of our company or thirty five percent (35%) or more of our capital stock shall be required to make a public tender offer for all of the outstanding common stock of us and any shares of common stock into which outstanding securities of our company are presently convertible or exchangeable in accordance with the procedural and price terms of the Fair Price Provision and in accordance with applicable law. For purposes of the thirty five percent threshold contained in the Fair Price Provision parties acting in concert or which are under common control or administration are deemed a single party.
There are cases excluded from the tender offer requirements:
| · | acquisitions by existing shareholders or by those exercising control over shares or convertible securities in accordance with CNV Rules; and |
|
|
|
| · | holdings of more than 35%, which derive from the distribution of common shares or dividends paid in shares approved by the shareholders, or the issuance of common shares as a result of a merger approved by the shareholders; in both cases, the excess holding shall be disposed of within 180 days of its registration in the relevant shareholder’s account, or prior to the holding of our shareholders meeting, whatever occurs first. |
| 201 |
| Table of Contents |
The Fair Price Provision requires the offering party to notify use of the tender offer simultaneously with its filing of the public tender offer with the CNV. The notice to us is required to set forth all of the terms and conditions of any agreement that the offering party has made with any other of our shareholders with respect to the proposed transaction and to provide, among other things, the following information:
| · | the identity and nationality of the offering party and, in the event the offer is made by a group, the identity of each member of the group; |
|
|
|
| · | the terms and conditions of the offering, including the price, the tender offer period and the requirements for accepting the tender offer; |
|
|
|
| · | accounting documentation required by Argentine law relating to the offering party; |
|
|
|
| · | details of all prior acquisitions by the offering party of common shares or securities convertible into shares of our capital stock. |
We will distribute the information provided by the offering party to our shareholders.
The CNV Rules require that transactions which cause a person’s holdings of capital stock of a registered Argentine company, to hold 5% or more of the voting power, should be immediately notified to the CNV. Thereafter, every change in the holdings that represents a multiple of 5% of the voting power should also be notified.
The Fair Price Provision requires that the consideration paid in the tender offer be paid in cash and that the price paid for each common share in the tender offer be the same and not less than the highest price per common share derived from the five following alternative valuation methods:
| · | the highest price per share of our common stock paid by the offering party, or on behalf of the offering party, for any acquisition of shares or convertible securities within the 2 years prior to the commencement of the tender offer; |
|
|
|
| · | the highest closing selling price of a share of our common stock on the BASE during the thirty day period immediately preceding the commencement of the tender offer; |
|
|
|
| · | the highest price resulting from the calculations made according to the provisions of (i) and (ii) above multiplied by a fraction the numerator of which is such highest price and the denominator of which is the lowest closing price of a share of our common stock on the BASE during the two-year period prior to the period referred to in sub-sections (i) or (ii), as applicable; |
|
|
|
| · | our aggregate net earnings per common share during our preceding four completed fiscal quarters prior to the commencement of the tender offer, multiplied by our highest price to earnings ratio during the two-year period immediately preceding the commencement of the tender offer. Such multiples shall be determined considering the average closing selling price of our common stock in the BASE, and our aggregate net income from our preceding four completed fiscal quarters; and, |
|
|
|
| · | the book value per share of our common stock at the time the tender offer is commenced, multiplied by the highest ratio determined by a fraction the numerator of which is the closing selling price of a share of our common stock on the BASE on each day during the two year period prior to the commencement of the tender offer and the denominator of which is the latest known book value per share of our common stock on each such date. |
| 202 |
| Table of Contents |
B. This section is not applicable.
C. This section is not applicable.
D. This section is not applicable.
E. This section is not applicable.
ITEM 15. Controls and procedures
A. Disclosure Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial and Administrative Officer, to allow our management to make timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. In connection with the preparation of this Annual Report on Form 20-F, we carried out an evaluation under the supervision and with the participation of members of our management team, including our Chief Executive Officer and Chief Financial and Administrative Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2023. Based upon this evaluation our Chief Executive Officer and Chief Financial and Administrative Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 20-F were effective at the reasonable assurance level.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate Internal Control over Financial Reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our Internal Control over Financial Reporting includes a series of procedures designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes, in accordance with International Financial Reporting Standards and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Financial Statements in accordance with International Financial Reporting Standards and that a company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our Consolidated Financial Statements.
Because of its inherent limitations, Internal Control over Financial Reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management assessed the effectiveness of our Internal Control over Financial Reporting as of June 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control–Integrated Framework (2013). Based on this evaluation, management concluded that our Internal Control over Financial Reporting was effective as of June 30, 2023.
| 203 |
| Table of Contents |
C. Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2023 has been audited by Price Waterhouse Co S.R.L, Buenos Aires Argentina (PCAOB ID
D. Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. Reserved
ITEM 16. A. Audit Committee Financial Expert
Pursuant to the former applicable rules regarding the Capital Markets Law (formerly the Transparency Decree) and the applicable Rules of the CNV at such moment, our Board of Directors has established in May 2004 an Audit Committee. The main functions of the Audit Committee are to assist the Board of Directors in performing their duty of exercising due care, diligence and competence in issues relating to us, specifically in the enforcement of the accounting policy and in the issue of accounting and financial information, the management of business risk and of internal control systems, the conduct and ethical soundness of the company’s business, the supervision of the integrity of our financial statements, the compliance by our company with the legal provisions, the independence and capability of the independent auditor and the performance of the internal audit function of our company and of the external auditors. Also, according to the applicable regulations, we may request our Audit Committee to render its opinion in certain transactions, and its conditions, as is the case of related party transactions, as may be reasonably considered adequate according to normal market conditions.
As from December 12, 2019, our Board of Directors appointed the members of the Audit Committee which are Oscar Pedro Bergotto, Liliana Luisa De Nadai and Maria Julia Bearzi, all of them as independent members. María Julia Bearzi is the financial expert in accordance with the relevant SEC rules. We have a fully independent Audit Committee as per the standard provided in Rule 10 (A)-3(B) (1).
ITEM 16. B. Code of Ethics
We have adopted a code of ethics that applies to our directors, officers and employees. Our code of ethics is posted on our website www.irsa.com.ar. In 2005, our Code of Ethics was amended by our Board of Directors. The amendment was reported in a report on Form 6-K on August 1, 2005.
If we make any substantive amendment to the code of ethics or grant any waivers, including any implicit waiver to any of its provisions, we will disclose the nature of such amendment or waiver in a report on Form 6-K or in our next Annual Report and we will post it on our website.
ITEM 16. C. Principal Accountant Fees and Services
Audit Fees
During the fiscal years ended June 30, 2023 and 2022, we were billed a total amount of ARS 149.2 million and ARS 59.8 million respectively, for professional services rendered by our principal accountants for the audit of our annual Audited Consolidated Financial Statements, performance of the audit of internal controls over financial reporting of the company and other services normally provided in connection with regulatory filings or engagements.
| 204 |
| Table of Contents |
Audit-Related Fees
During the fiscal year ended June 30, 2023 and 2022 we were billed a total amount of ARS 13.3 million and ARS 5.1 million for professional services rendered by our principal accountants.
Tax Fees
During the fiscal years ended June 30, 2023 and 2022, we were billed a total amount of ARS 8.6 million and ARS 0.3 million, respectively, for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.
All Other Fees
During the fiscal year ended June 30, 2023 and June 30, 2022 no fees related to other services were billed by our principal accountants.
Audit Committee Pre-Approval Policies and Procedures
Audit Committee pre-approves all services and fees provided by the external auditors to ensure auditors’ independence. One of the main tasks of the Audit Committee is to give it opinion in relation to the appointment of the external auditors, proposed by the Board of Directors to the General Shareholder’s Meeting. In order to accomplish such task, the Audit Committee shall:
| · | Require any additional and complementary documentation related to this analysis. |
|
|
|
| · | Verify the independence of the external auditors; |
|
|
|
| · | Consider the professional experience and the adequacy of the external auditors’ work to international standards and the criteria they adopt to ensure their independence from the Company. |
During the fiscal year, the Audit Committee carries out the following:
| · | Analyzes the professional services that the external auditor would provide to the Company, evaluating the type of service and the corresponding fees, to maintain the independence principle of the external auditor with the company. Acording to the result of the analysis, the services arepre-approved by the Audit Committee. |
|
|
|
| · | Reports the fees invoiced by the external auditor during the year, separating them for accounting audit services and for other special services not included in the former. |
|
|
|
| · | Analyze and supervise the working plan of the external auditors considering the business’ reality and the estimated risks; |
|
|
|
| · | Propose adjustments (if necessary) to such working plan; |
|
|
|
| · | Hold meetings with the external auditors in order to: (a) analyze the difficulties, results and conclusions of the proposed working plan; (b) analyze eventual possible conflicts of interests, related party transactions, compliance with the legal framework and information transparency; and |
|
|
|
| · | Evaluate the performance of external auditors and their opinion regarding our Financial Statements. |
| 205 |
| Table of Contents |
ITEM 16. D. Exemption from the Listing Standards for Audit Committees
This section is not applicable.
ITEM 16. E. Purchase of Equity Securities by the Issuer and its Affiliates
On March 11, 2022, our Board of Directors has decided to establish the terms and conditions for the acquisition of the common shares issued by the Company (the “2022 Plan”), under the terms of Article 64 of the Capital Markets Law and the rules of the CNV, for a maximum amount of the investment up to ARS 1,000 million. Such repurchases will be made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves.
As of September 21, 2022, we finalized the 2022 Plan having repurchased a total of 9,419,623 shares, representing approximately 99.51% of the approved program and 1.16% of the share capital.
Period |
| Total Number of Common Shares Purchased(1) |
|
| Average Price Paid per Share |
|
| Total Number of GDS’s Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of the Publicly Announced Plan (2) |
|
| Maximum amount that may yet be purchased under the plan |
| ||||||
|
|
|
| (ARS) |
|
|
|
| (USD) |
|
|
|
| (In million of ARS) |
| |||||||||
03/15 – 03/31/2022 |
|
| 339,622 |
|
|
| 96.83 |
|
|
| — |
|
|
| — |
|
|
| 339,622 |
|
|
| 967.1 |
|
04/01 – 04/30/2022 |
|
| 408,902 |
|
|
| 98.08 |
|
|
| — |
|
|
| — |
|
|
| 408,902 |
|
|
| 927.0 |
|
05/01 – 05/31/2022 |
|
| 438,704 |
|
|
| 96.29 |
|
|
| — |
|
|
| — |
|
|
| 438,704 |
|
|
| 884.8 |
|
06/01 – 06/30/2022 |
|
| 2,621,244 |
|
|
| 88.94 |
|
|
| — |
|
|
| — |
|
|
| 2,621,244 |
|
|
| 651.6 |
|
07/01 – 07/31/2022 |
|
| 2,607,793 |
|
|
| 105.06 |
|
|
| — |
|
|
| — |
|
|
| 2,607,793 |
|
|
| 377.6 |
|
08/01 – 08/31/2022 |
|
| 2,079,358 |
|
|
| 122.76 |
|
|
| — |
|
|
| — |
|
|
| 2,079,358 |
|
|
| 122.4 |
|
09/01 – 09/21/2022 |
|
| 924,000 |
|
|
| 127.11 |
|
|
| — |
|
|
| — |
|
|
| 924,000 |
|
|
| 4.9 |
|
Total |
|
| 9,419,623 |
|
|
| 105.64 |
|
|
| — |
|
|
| — |
|
|
| 9,419,623 |
|
|
|
|
|
______________
(1) | As of the settlement date of the transaction. |
(2) | Correspond to the sum of common shares and GDS’s purchased. Each GDS represents 10 common shares. |
In addition, on June 15, 2023, our Board of Directors has decided to establish the terms and conditions for the acquisition of the common shares issued by the Company (the “2023 Plan”), under the terms of Article 64 of the Capital Markets Law and the rules of the CNV, for a maximum amount of the investment up to ARS 5,000 million. Such repurchases will be made with realized and liquid earnings pending of distribution of the Company and/or freely available reserves and/or facultative reserves.
| 206 |
| Table of Contents |
As of October 19, 2023, we having repurchased a total of 4,532,583 shares for the 2023 Plan, representing approximately 42.23% of the approved program and 0.6% of the share capital.
Period |
| Total Number of Common Shares Purchased (1) |
|
| Average Price Paid per Share |
|
| Total Number of GDS’s Purchased |
|
| Average Price Paid per Share |
|
| Total Number of Shares Purchased as Part of the Publicly Announced Plan (2) |
|
| Maximum amount that may yet be purchased under the plan |
| ||||||
|
|
|
| (ARS) |
|
|
|
| (USD) |
|
|
|
| (In million of ARS) |
| |||||||||
06/15 – 06/30/2023 |
|
| 1,263,435 |
|
|
| 400.24 |
|
|
| — |
|
|
| — |
|
|
| 1,263,435 |
|
|
| 4,494.3 |
|
07/01 – 07/31/2023 |
|
| 2,871,301 |
|
|
| 414.78 |
|
|
| — |
|
|
| — |
|
|
| 2,871,301 |
|
|
| 3,303.4 |
|
08/01 – 08/31/2023 |
|
| 474,226 |
|
|
| 420.21 |
|
|
| — |
|
|
| — |
|
|
| 474,226 |
|
|
| 3,104.1 |
|
Total As of August 31, 2023 |
|
| 4,608,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount adjusted (3) |
|
| 4,184,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,184,037 |
|
|
|
|
|
09/01 – 09/30/2023 |
|
| 9,597 |
|
|
| 571.12 |
|
|
| — |
|
|
| — |
|
|
| 9,597 |
|
|
| 3,098.6 |
|
10/01 – 10/19/2023 |
|
| 338,949 |
|
|
| 620.29 |
|
|
| — |
|
|
| — |
|
|
| 338,949 |
|
|
| 2,888.4 |
|
Total |
|
| 4,532,583 |
|
|
| 465.88 |
|
|
| — |
|
|
| — |
|
|
| 4,532,583 |
|
|
|
|
|
_________________
(1) | As of the settlement date of the transaction. |
(2) | Correspond to the sum of common shares and GDS’s purchased. Each GDS represents 10 common shares. |
(3) | On September 13, 2023, we announced that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, each with a nominal value of ARS 1.00 and one vote per share, for the amount of 736,354,245 book-entry common shares, each with a nominal value of ARS 10.00 and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with a nominal value of ARS 1.00 shall be exchanged for 0.907804514 new shares with a nominal value of ARS 10.00. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation. Also, regarding the GDS holders, we instruct BNYM to process the reverse split, at the same rate as mentioned above for the ADR program, effective October 3, 2023. It is reported that the Company share capital after the indicated operations amount to ARS 7,363,542,450 represented by 736,354,245 book-entry common shares with a nominal value of ARS 10.00 each and one vote per share. For more information see “Recent Developments – Change in the total amount of shares and its nominal value”. Figures adjusted according to the ratio of exchange and have been rounded and may vary slightly with the total final figures of shares repurchased. |
During October 2023, our Board of Directors, in accordance with the resolutions of the Shareholders’ Meeting dated October 5, 2023, decided the distribution among the shareholders, on a pro rata basis, of 12,644,273 common shares repurchased.
As of June 30, 2023, we own our shares in an amount equal to 1.5% of our capital stock, and as of October 19, 2023, and assuming the distribution of 12,644,273 common shares repurchased, we own our shares in an amount equal to 0.3% of our capital stock.
ITEM 16. F. Change in Registrant’s Certifying Accountant
This section is not applicable.
ITEM 16. G. Corporate Governance
Compliance with NYSE listing standards on corporate governance
NYSE and Argentine Corporate Governance Requirements
Our corporate governance practices are governed by the applicable Argentine law; particularly, the Argentine Corporation Law, Capital Markets Law Nº 26,831 and CNV Rules, as well as by our bylaws. We have securities that are registered with the SEC and are NYSE, and are therefore subject to corporate governance requirements applicable to NYSE-listed non-U.S. companies.
NYSE-listed non-U.S. companies that are categorized as “Foreign Private Issuers” may, in general, follow their home country corporate governance practices in lieu of most of the new NYSE corporate governance requirements (the “NYSE Sections”) codified in Section 303A of the NYSE’s Listed Company Manual. However, Foreign Private Issuers must comply with NYSE Sections 303A.06, 303A.11 and 303A.12(b) and 303A.12(c). Foreign Private Issuers must comply with Section 303A.06 prior to July 31, 2005 and with Sections 303A.11 and 303A.12(b) prior to the first annual meeting of shareholders held after January 15, 2004, or by October 31, 2004.
| 207 |
| Table of Contents |
NYSE Section 303A.11 requires that Foreign Private Issuers disclose any significant ways in which their corporate governance practices differ from U.S. companies under NYSE standards. A Foreign Private Issuer is simply required to provide a brief, general summary of such significant differences to its U.S. investors either 1) on the company’s website (in English) or 2) in Form 20-F as distributed to their U.S. investors. In order to comply with Section 303A.11, we have prepared and have updated the comparison in the table below.
The most relevant differences between our corporate governance practices and NYSE standards for listed companies are as follows:
NYSE Standards for U.S. companies Listed Companies Manual Section 303.A |
| IRSA’s Corporate Practices |
Section 303A.01 A NYSE-listed company must have a majority of independent directors on its Board of Directors.
|
| We follow Argentine law which does not require that a majority of the Board of Directors be composed of independent directors. Argentine law instead requires that public companies in Argentina have a sufficient number of independent directors to be able to form an Audit Committee of at least three members, the majority of which must be independent pursuant to the criteria established by CNV Rules |
|
|
|
Section 303A.02 This section establishes general standards to evaluate directors’ independence (no director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required to express an opinion with regard to the independence or lack of independence, on a case by case basis, of each individual director.
|
| CNV standards for purposes of identifying an independent director are substantially similar to NYSE’s standards. CNV standards provide that independence is required with respect to the company itself and to its shareholders with direct or indirect material holdings (15% or more). To qualify as an independent director, such a person must not perform executive functions within the company. Close relatives of any persons who would not qualify as “independent directors” shall also not be considered “independent.” When directors are appointed, each shareholder that nominates a director must to report at the meeting whether or not such director is independent. |
|
|
|
Section 303A.03 Non-management directors must meet at regularly scheduled executive meetings not attended by management.
|
| Neither Argentine law nor our by-laws require that any such meetings be held.
Our Board of Directors as a whole is responsible for monitoring the company’s affairs. In addition, under Argentine law, the Board of Directors may approve the delegation of specific responsibilities to designated directors or non-director managers of a company. Also, it is mandatory for public companies to form a supervisory committee (composed of syndics) which is responsible for monitoring legal compliance by a company under Argentine law and compliance with its by-laws. In addition, under Argentine Law, the Board of Directors must meet at least quarterly provided, however, that the Chairman or his substitute may call a meeting whenever it is deemed advisable or at the request of any Board member. |
|
|
|
Section 303A.05(a) Listed companies shall have a “Compensation Committee” composed entirely of independent directors.
|
| Neither Argentine law nor our by-laws require the formation of a “Compensation Committee.” Under Argentine law, if the compensation of the members of the Board of Directors and the supervisory committee is not established in the by-laws of a company, it should be determined at the shareholders meeting. |
| 208 |
| Table of Contents |
NYSE Standards for U.S. companies Listed Companies Manual Section 303.A |
| IRSA’s Corporate Practices |
Section 303A.05(b). The “Compensation Committee” shall have a written charter addressing the committee’s purpose and certain minimum responsibilities as set forth in Section 303A.05(b)(i) and (ii). |
| Neither Argentine law nor our by-laws require the formation of a “Compensation Committee.”
|
|
|
|
Section 303A.06 Listed companies must have an “Audit Committee” that satisfies the requirements of Rule 10 A-3 under the 1934 Exchange Act (the “Exchange Act”). Foreign private issuers must satisfy the requirements of Rule 10 A-3 under the Exchange Act as of July 31, 2005. |
| Pursuant to the Capital Markets Law and the CNV Rules, from May 27, 2004, we have appointed an “Audit Committee” composed of three of the members of the Board of Directors. Since December 21, 2005 all of its members are independent as per the criteria of Rule 10 A-3 under the Exchange Act. |
|
|
|
Section 303A.07(a) The Audit Committee shall consist of at least three members. All of its members shall be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have experience in accounting or financial administration. |
| In accordance with Argentine law, a public Company must have an Audit Committee with a minimum of three members of the Board of Directors, the majority of which shall be independent pursuant to the criteria established by the CNV. Under CNV’s rules, unless otherwise provided by the bylaws, the Audit Committee shall be appointed by the issuer’s board of directors, by a simple majority of its members, from among the members of the body who possess expertise in business, financial, or accounting matters. The requirements for being an Audit Committee member under CNV’s rules are not restricted to financial knowledge as outlined by Section 3030a.07(a). However, our Audit Committee has a financial expert. The committee creates its own written internal code that addresses among others: (i) its purpose; (ii) an annual performance evaluation of the committee; and (iii) its duties and responsibilities. |
ITEM 16. H. Mine Safety Disclosures
This section is not applicable.
ITEM 16. I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
This section is not applicable.
| 209 |
| Table of Contents |
PART III
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item.
Item 18. Financial Statements
Reference is made to pages F-1 through F-90
Index to Financial Statements (see page F-1).
Item 19. Exhibits
INDEX OF EXHIBITS
Exhibit No. |
| Description of Exhibit |
| ||
2.1 (1) |
| Deposit Agreement among us, The Bank of New York Mellon, as Depositary, and the holders from time to time of Global Depositary Receipts issued there under. |
| ||
| ||
| ||
4.1 (2) |
| Agreement for the exchange of Corporate Service between us, IRSA and Cresud dated June 30, 2004. |
| ||
| ||
| ||
| ||
| ||
| ||
| ||
4.9 (11) |
| English translation of the Second Amendment to the exchange of Operating Services Agreement between the Company, Cresud and Alto Palermo, dated February 24, 2014. |
|
| 210 |
| Table of Contents |
Exhibit No. |
| Description of Exhibit |
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002. | |
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002. | |
| ||
| ||
| ||
|
_________________
(1) | Incorporated herein by reference to the same-numbered exhibit to the registrant’s registration statement on Form 20-F (File N° 000-30982). |
(2) | Incorporated herein by reference to the registrant’s registration statement on Form 6-K (SEC File N° 000-30982). |
(3) | Incorporated herein by reference to the registrant’s registration statement on Form 6-K reported on August 1, 2005. |
(4) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 128 0-30982) filed with the SEC on December 27, 2007. |
(5) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 128 0-30982) filed with the SEC on December 30, 2008. |
(6) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on December 30, 2009. |
(7) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on December 30, 2010. |
(8) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on December 28, 2011. |
(9) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 26, 2012. |
(10) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2014. |
(11) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 17, 2015. |
(12) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 17, 2015. |
(13) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 1, 2016. |
(14) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2017. |
(15) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2018. |
(16) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 31, 2019. |
(17) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on November 16, 2020. |
(18) | Incorporated by reference to the registrant’s registration statement on Form 8-A filed on May 26, 2021. |
(19) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 20, 2021. |
(20) | Incorporated herein by reference to the Annual Report on Form 20-F (File N° 1280-30982) filed with the SEC on October 26, 2022. |
| 211 |
| Table of Contents |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| IRSA Inversiones y Representaciones Sociedad Anónima |
| |
|
|
|
|
Date: October 19, 2023 | By: | /s/ Matías I. Gaivironsky |
|
|
| Name Matías I. Gaivironsky |
|
|
| Title Chief Financial and Administrative Officer |
|
212 |
Index
F-1 | ||
F-4 | ||
|
| |
F-5 | ||
Consolidated Statement of Income and Other Comprehensive Income | F-6 | |
F-7 | ||
F-10 | ||
| ||
F-11 | ||
F-12 | ||
Note 3 – Significant judgments, key assumptions and estimates | F-32 | |
F-33 | ||
F-35 | ||
F-39 | ||
F-43 | ||
F-46 | ||
F-50 | ||
F-55 | ||
F-55 | ||
F-56 | ||
F-56 | ||
F-57 | ||
F-60 | ||
F-62 |
| |
F-63 | ||
F-66 | ||
F-66 | ||
F-67 | ||
F-70 | ||
F-75 | ||
F-75 | ||
F-76 | ||
F-76 | ||
F-77 | ||
F-77 | ||
F-77 | ||
F-78 | ||
F-79 | ||
F-83 | ||
F-84 | ||
F-85 | ||
F-86 | ||
F-87 | ||
F-88 |
i |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
IRSA Inversiones y Representaciones Sociedad Anónima
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of IRSA Inversiones y Representaciones Sociedad Anónima and its subsidiaries (the “Company”) as of June 30, 2023 and 2022, and the related consolidated statements of income and other comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended June 30, 2023, including the related notes and the summary of investment properties by type as of June 30, 2023 listed in the index appearing under Item 19 (Exhibit No 99.2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
| F-1 |
| Table of Contents |
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Level 3 Investment Properties Valued Using Discounted Cash Flows
As described in Note 9 to the consolidated financial statements, the Company used a discounted cash flow model to value its Level 3 investment properties, which account for approximately 31% of the Company’s AR$ 570,010 million in investment properties at June 30, 2023. These properties are valued using assumptions that management believes a hypothetical market participant would use to determine a current transaction price. The significant assumptions used by management to value these investment properties included determining Weighted Average Cost of Capital (“WACC”) discount rates and future projected income based on estimates of macroeconomic variables such as inflation, exchange rates and gross domestic product. These valuation techniques require management to make estimates and judgments regarding the future behavior of multiple interrelated variables and changes in these assumptions could have a significant impact on the determination of the fair value of these properties.
| F-2 |
| Table of Contents |
The principal consideration for our determination that performing procedures relating to the Level 3 investment properties valued using a discounted cash flows method is a critical audit matter is the significant judgment by management to determine the fair value of these properties due to the use of a valuation model that included significant assumptions related to the determination WACC discount rates and future projected income based on estimates of macroeconomic variables such as inflation, exchange rates and gross domestic product; this in turn led to a high degree of auditor subjectivity and judgment to evaluate the audit evidence obtained related to the valuation, and this audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of Level 3 investment properties valued using a discounted cash flows method, including controls over the Company’s methods, significant assumptions used and data. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in developing an independent range of values for all significant assumptions and comparison of management’s estimate to the independently developed ranges. Developing the independent estimate involved testing the completeness and accuracy of data provided by management and evaluating management’s assumptions related to future behavior of certain macroeconomic variables, such as inflation, exchange rates and gross domestic product, and independently developing the WACC discount rate assumption.
/s/ |
|
|
(Partner) |
|
|
/s/ Carlos Javier Brondo October 19, 2023 |
|
|
We have served as the Company’s auditor since 1992.
| F-3 |
| Table of Contents |
Glossary
The following are not technical definitions but help the reader to understand certain terms used in the wording of the notes to the Group’s Consolidated Financial Statements.
Terms |
| Definitions |
ARCOS |
| Arcos del Gourmet S.A. |
BACS |
| Banco de Crédito y Securitización S.A. |
BCRA |
| Central Bank of the Argentine Republic |
BHSA |
| Banco Hipotecario S.A. |
BYMA |
| Buenos Aires Stock Exchange |
Clal |
| Clal Holdings Insurance Enterprises Ltd. |
CNV |
| Securities National Commission |
CODM |
| Chief Operating Decision Maker |
Condor |
| Condor Hospitality Trust Inc. |
CPF |
| Collective Promotion Funds |
CPI |
| Consumer Price Index |
Cresud |
| Cresud S.A.C.I.F. y A. |
DFL |
| Dolphin Fund Ltd. |
DIC |
| Discount Investment Corporation Ltd. |
DN B.V. |
| Dolphin Netherlands B.V. |
ECLASA |
| E-Commerce Latina S.A. |
EHSA |
| Entertainment Holdings S.A. |
ERSA |
| Emprendimiento Recoleta S.A. |
FACPCE |
| Argentine Federation of Accountant |
Fibesa |
| Fibesa S.A. |
FPC |
| Collective promotion fund |
GCDI |
| GCDI S.A. |
IAS |
| International Accounting Standards |
IASB |
| International Accounting Interpretations Board |
IDBD |
| IDB Development Corporation Ltd. |
IFRIC |
| International Financial Reporting Standards Interpretation Committee |
IFRS |
| International Financial Reporting Standards |
IRSA CP |
| IRSA Propiedades Comerciales S.A. |
IRSA, “The Company”, “Us”, “We” |
| IRSA Inversiones y Representaciones Sociedad Anónima |
Metropolitan |
| Metropolitan 885 Third Avenue Leasehold LLC |
NCN |
| Non-Convertible Notes |
New Lipstick |
| New Lipstick LLC |
NIS |
| New Israeli Shekel |
PAMSA |
| Panamerican Mall S.A. |
Puerto Retiro |
| Puerto Retiro S.A. |
Quality |
| Quality Invest S.A. |
Tandanor |
| Tandanor S.A.C.I.y N. |
TGLT USA |
| TGLT S.A. United States of America |
| F-4 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Financial Position
as of June 30, 2023 and 2022
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2023 |
|
| 06.30.2022 |
| |||
ASSETS |
|
|
|
|
|
|
|
|
| |||
Non-current assets |
|
|
|
|
|
|
|
|
| |||
Investment properties |
|
| 9 |
|
|
|
|
|
|
| ||
Property, plant and equipment |
|
| 10 |
|
|
|
|
|
|
| ||
Trading properties |
|
| 11,25 |
|
|
|
|
|
|
| ||
Intangible assets |
|
| 12 |
|
|
|
|
|
|
| ||
Right-of-use assets |
|
| 13 |
|
|
|
|
|
|
| ||
Investments in associates and joint ventures |
|
| 8 |
|
|
|
|
|
|
| ||
Deferred income tax assets |
|
| 21 |
|
|
|
|
|
|
| ||
Income tax credit |
|
|
|
|
|
|
|
|
|
| ||
Trade and other receivables |
|
| 14,15 |
|
|
|
|
|
|
| ||
Investments in financial assets |
|
| 14 |
|
|
|
|
|
|
| ||
Total non-current assets |
|
|
|
|
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trading properties |
|
| 11,25 |
|
|
|
|
|
|
| ||
Inventories |
|
| 25 |
|
|
|
|
|
|
| ||
Income tax credit |
|
|
|
|
|
|
|
|
|
| ||
Trade and other receivables |
|
| 14,15 |
|
|
|
|
|
|
| ||
Investments in financial assets |
|
| 14 |
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
| 14 |
|
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
|
|
|
|
| ||
TOTAL ASSETS |
|
|
|
|
|
|
|
|
|
| ||
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity attributable to equity holders of the parent (according to corresponding statement) |
|
|
|
|
|
|
|
|
|
| ||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
| ||
TOTAL SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
| ||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
| 14,20 |
|
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
|
|
|
|
| ||
Deferred income tax liabilities |
|
| 21 |
|
|
|
|
|
|
| ||
Trade and other payables |
|
| 14,18 |
|
|
|
|
|
|
| ||
Provisions |
|
| 19 |
|
|
|
|
|
|
| ||
Salaries and social security liabilities |
|
|
|
|
|
|
|
|
|
| ||
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
| ||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
| 14,20 |
|
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
|
|
|
|
| ||
Trade and other payables |
|
| 14,18 |
|
|
|
|
|
|
| ||
Income tax liabilities |
|
|
|
|
|
|
|
|
|
| ||
Provisions |
|
| 19 |
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
| 14 |
|
|
|
|
|
|
| ||
Salaries and social security liabilities |
|
|
|
|
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
|
|
|
|
| ||
TOTAL LIABILITIES |
|
|
|
|
|
|
|
|
|
| ||
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
| ||
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-5 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Income and Other Comprehensive Income
for the fiscal years ended June 30, 2023, 2022 and 2021
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| ||||
Revenues |
|
| 23 |
|
|
|
|
|
|
|
|
|
| |||
Costs |
|
| 24,25 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net (loss) / gain from fair value adjustment of investment properties |
|
| 9 |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
General and administrative expenses |
|
| 24 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| 24 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| 26 |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
(Loss) / profit from operations |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Share of profit / (loss) of associates and joint ventures |
|
| 8 |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
(Loss) / profit before financial results and income tax |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Finance income |
|
| 27 |
|
|
|
|
|
|
|
|
|
| |||
Finance costs |
|
| 27 |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other financial results |
|
| 27 |
|
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
| 27 |
|
|
|
|
|
|
|
|
| ( | ) | ||
Financial results, net |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
(Loss) / profit before income tax |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Income tax expense |
|
| 21 |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Profit / (loss) for the year from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Loss for the year from continuing operations |
|
| 32 |
|
|
|
|
|
|
|
|
| ( | ) | ||
Profit / (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Other comprehensive (loss) / income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment and other comprehensive loss from subsidiaries (i) |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Revaluation (deficit) / surplus: |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Other comprehensive (loss) / income for the year |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Other comprehensive loss for the year from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Total other comprehensive loss for the year |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total comprehensive income / (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income / (loss) from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Total comprehensive loss from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Total comprehensive income / (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit / (loss) for the year attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit / (loss) from continuing operations attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income / (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income / (loss) from continuing operations attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit / (loss) per share attributable to equity holders of the parent: (ii) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit / (loss) for the year per share from continuing operations attributable to equity holders of the parent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) (iii) | ||
The accompanying notes are an integral part of these Consolidated Financial Statements.
(i) | The components of other comprehensive (loss) / income do not generate an impact on income tax. |
(ii) | See note 17 to these Consolidated Financial Statements. |
(iii) | Given that the result for the year showed losses, there is no diluted effect of such result. |
| F-6 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2023, 2022 and 2021
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Attributable to equity holders of the parent |
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
| Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
|
| Outstanding shares |
|
| Shares to issue (iv) |
|
| Treasury shares |
|
| Inflation adjustment of share capital and treasury shares (i) |
|
| Warrants (ii) |
|
| Share premium |
|
| Additional paid-in capital from treasury shares |
|
| Legal reserve |
|
| Special reserve Resolution CNV 609/12 |
|
| Other reserves (v) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders’ equity |
| ||||||||||||||
Balance as of June 30, 2022 |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Net profit for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total profit and other comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
|
| |||
Repurchase of treasury shares (iii) |
|
| ( | ) |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) | |
Warrants exercise (ii) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| |||
Issuance of shares |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |||
Capitalization of irrevocable contributions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Reserve for share-based payments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| ||
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other changes in equity |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| ||||
Balance as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
(i) | Includes ARS 7 of Inflation adjustment of treasury shares. See Note 17 to these Consolidated Financial Statements. |
(ii) | As of June 30, 2023, the remaining warrants to exercise amount to 79.709.301. See Note 34 to these Consolidated Financial Statements. |
(iii) | Related to the Shares Buyback Program approved by the Board on March 11, 2022 and June 15, 2023. See Note 17 to these Consolidated Financial Statements. |
(iv) | See Note 34 and Note 36 to these Consolidated Financial Statements. |
(v) | Group’s other reserves for the year ended June 30, 2023 were as follows: |
|
| Cost of treasury stock |
|
| Reserve for future dividends |
|
| Currency translation adjustment reserve |
|
| Special reserve |
|
| Other reserves (1) |
|
| Total Other reserves |
| ||||||
Balance as of June 30, 2022 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Total comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Repurchase of treasury shares |
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
Reserve for share-based payments |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
| ||
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Other changes in equity |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Balance as of June 30, 2023 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
(1) | Includes revaluation surplus. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-7 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2023, 2022 and 2021
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Attributable to equity holders of the parent |
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
|
| Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
| Outstanding shares |
|
| Treasury shares |
|
| Inflation adjustment of share capital and treasury shares (i) |
|
| Warrants |
|
| Share premium |
|
| Additional paid-in capital from treasury shares |
|
| Legal reserve |
|
| Special reserve Resolution CNV 609/12 |
|
| Other reserves (ii) |
|
| Retained earnings |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders’ equity |
| |||||||||||||
Balance as of June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||||||
Net profit for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total profit and other comprehensive (loss) / income for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Repurchase of treasury shares |
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) | |
Warrants exercise |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| |||
Capitalization of irrevocable contributions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Incorporated by merger |
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Balance as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
(i) | Includes ARS 1 of Inflation adjustment of treasury stock. See Note 17 to these Consolidated Financial Statements. |
(ii) | Group’s other reserves for the year ended June 30, 2022 were as follows: |
|
| Cost of treasury stock |
|
| Reserve for future dividends |
|
| Currency translation adjustment reserve |
|
| Special reserve |
|
| Other reserves (1) |
|
| Total Other reserves |
| ||||||
Balance as of June 30, 2021 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |
Total comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |
Assignment of results according to Shareholders' Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Repurchase of treasury shares |
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
Incorporated by merger |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Balance as of June 30, 2022 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
(1) | Includes revaluation surplus. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-8 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Changes in Shareholders’ Equity
for the fiscal years ended June 30, 2023, 2022 and 2021
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Attributable to equity holders of the parent |
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||
|
| Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
|
| Outstanding shares |
|
| Treasury shares |
|
| Inflation adjustment of share capital and treasury shares (i) |
|
| Warrants |
|
| Share premium |
|
| Additional paid-in capital from treasury shares |
|
| Legal reserve |
|
| Special reserve Resolution CNV 609/12 |
|
| Other reserves (iii) |
|
| Accumulated deficit |
|
| Subtotal |
|
| Non-controlling interest |
|
| Total Shareholders’ equity |
| |||||||||||||
Balance as of June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Net loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total loss and other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
|
| |||
Issuance of shares (ii) |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||||||
Distribution of dividends in shares |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Reserve for share-based payments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| ||
Capitalization of irrevocable contributions |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| ||
Dividend distribution |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Decrease due to loss of control |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
|
| ||
Other changes in equity |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| ||||
Balance as of June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||||||
(i) | Includes ARS 4 of Inflation adjustment of treasury stock. See Note 17 to these Consolidated Financial Statements. |
(ii) | See Consolidated Financial Statements as of June 30,2021 (Note 34). |
(iii) | Group’s other reserves for the year ended June 30, 2021 were as follows: |
|
| Cost of treasury stock |
|
| Reserve for future dividends |
|
| Currency translation adjustment reserve |
|
| Special reserve |
|
| Other reserves (1) |
|
| Total Other reserves |
| ||||||
Balance as of June 30, 2020 |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
Other comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |
Total comprehensive loss for the year |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |
Assignment of results according to Shareholders´ Meeting |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Reserve for share-based payments |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) | |
Changes in non-controlling interest |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Other changes in equity |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||
Balance as of June 30, 2021 |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
(1) | Includes revaluation surplus. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-9 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Consolidated Statement of Cash Flows
for the fiscal years ended June 30, 2023, 2022 and 2021
(All amounts in millions of Argentine Pesos, except otherwise indicated)
|
| Note |
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| ||||
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net cash generated from / (used in) continuing operating activities before income tax paid |
|
| 16 |
|
|
|
|
|
|
|
|
| ( | ) | ||
Income tax and minimum presumed income tax paid |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net cash generated from / (used in) continuing operating activities |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Net cash generated from discontinued operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash generated from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions and issuance of capital in associates and joint ventures |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Acquisition and improvements of investment properties |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Contributions and issuance of capital in associates and joint ventures pending of subscription |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Proceeds from sales of investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Acquisitions and improvements of property, plant and equipment |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Proceeds from sales of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Acquisitions of intangible assets |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Dividends collected from associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Proceeds from loans granted |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Proceeds / (Payment) of derivative financial instruments |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Acquisitions of investments in financial assets |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Proceeds from disposal of investments in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Interest received from financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash generated from continuing investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash generated from discontinued investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash generated from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings, issuance and new placement of non-convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Payment of borrowings and non-convertible notes |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
(Payment) / collections of short term loans, net |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Interests paid |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Repurchase of non-convertible notes |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Capital contributions from non-controlling interest in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Acquisition of non-controlling interest in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Loans received from associates and joint ventures, net |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Payment of borrowings to related parties |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Dividends paid |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Warrants exercise |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Payment of financial leases |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Repurchase of treasury shares |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Net cash used in continuing financing activities |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net cash used in discontinued financing activities |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Net cash used in financing activities |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net (decrease) / increase in cash and cash equivalents from continuing activities |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Net increase in cash and cash equivalents from discontinued activities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net (decrease) / increase in cash and cash equivalents |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Cash and cash equivalents at the beginning of the year |
|
| 14 |
|
|
|
|
|
|
|
|
|
| |||
Inflation adjustment |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Deconsolidation of subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Foreign exchange gain / (loss) on cash and unrealized fair value result for cash equivalents |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |
Cash and cash equivalents at end of the year |
|
| 14 |
|
|
|
|
|
|
|
|
|
| |||
The accompanying notes are an integral part of these Consolidated Financial Statements.
| F-10 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Notes to Consolidated Financial Statements
(Amounts in millions of Argentine Pesos, except otherwise indicated)
1. The Group’s business and general information
IRSA was founded in 1943, and it has engaged in diverse real estate activities in Argentina since 1991. IRSA and its subsidiaries are collectively referred to hereinafter as “the Group”. Cresud is our direct parent company, whose main shareholders are Inversiones Financieras del Sur S.A., Agroinvestment S.A. and Consultores Venture Capital Uruguay S.A., whose final beneficiary is Eduardo Sergio Elsztain.
These Consolidated Financial Statements have been approved for issuance by the Board of Directors on October 19, 2023.
As of the end of these Consolidated Financial Statements, the Group owns 15 shopping malls, 6 office buildings, three hotels and an extensive land reserve for future mixed-use developments. Additionally, the Group holds a
The Group operates and holds a majority interest (with the exception of La Ribera Shopping Center, of which it has a
Likewise, the Group manages a 6 office buildings portfolio and has majority stakes in three luxury hotels including the Libertador and Intercontinental hotels in the Autonomous City of Buenos Aires and the exclusive Llao Llao resort, in the city of San Carlos de Bariloche, in southern Argentina. Additionally, the Group participates in the development of residential properties for sale, as well as in other investments.
Operations Center in Israel
As stated in Note 1 to the consolidated financial statements as of June 30, 2020, on September 25, 2020 the Court decreed the insolvency and liquidation of IDBD and appointed a trustee for its shares along with a custodian over DIC and Clal shares. After this decision, the Board of Directors of IDBD was removed from its functions, therefore, the Group lost control on that date. For comparability purposes and as required by IFRS 5, the results of the Israel Operations Center have been reclassified to discontinued operations for fiscal year ended June 30, 2021.
| F-11 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
2. Summary of significant accounting policies
2.1. Basis of preparation of the Consolidated Financial Statement
(a) Basis of preparation
These Consolidated Financial Statements have been prepared in accordance with IFRS issued by IASB and interpretations issued by the IFRIC. All IFRS applicable as of the date of these Consolidated Financial Statements have been applied.
IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting fiscal year, regardless of whether they are based on the historical cost method or the current cost method. To do so, in general terms, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be calculated in the non-monetary items. This requirement also includes the comparative information of the financial statements.
In order to conclude on whether an economy is categorized as hyper-inflationary in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of an accumulated inflation rate in three years that is approximate or exceeds 100%. Accumulated inflation in Argentina in the last three years is over 100%. It is for this reason that, in accordance with IAS 29, Argentina must be considered a country with high inflation economy starting July 1, 2018.
In addition, Law No. 27,468 (published in the Official Gazette on December 4, 2018), amended Section 10 of Law No. 23,928, as amended, and established that the derogation of all the laws or regulations imposing or authorizing price indexation, monetary restatement, cost variation or any other method for strengthening debts, taxes, prices or rates of goods, works or services, does not extend to financial statements, as to which the provisions of Section 62 of the General Companies Law No. 19,550 (1984 revision), as amended, shall continue to apply. Moreover, the referred law repealed Decree No. 1269/2002 dated July 16, 2002, as amended, and delegated to the Argentine Executive Branch the power to establish, through its controlling agencies, the effective date of the referred provisions in connection with the financial statements filed with it. Therefore, under General Resolution 777/2018 (published in the Official Gazette on December 28, 2018) the Argentine Securities Commission (CNV) ordered that issuers subject to its supervision shall apply the inflation adjustment to reflect the financial statements in terms of the measuring unit current at the end of the reporting period set forth in IAS 29 in their annual, interim and special financial statements closed on or after December 31, 2018. Thus, these Consolidated Financial Statements have been reported in terms of the measuring unit current as of June 30, 2023 according to IAS 29.
Pursuant to IAS 29, the Financial Statements of an entity whose functional currency is that of a high inflationary economy should be reported in terms of the measuring unit current as of the date of the Financial Statements. All the amounts included in the Consolidated Statement of Financial Position which are not stated in terms of the measuring unit current as of the date of the Financial Statements should be restated applying the general price index. All items in the Consolidated Statement of Income and Other Comprehensive Income should be stated in terms of the measuring unit current as of the date of the Financial Statements, applying the changes in the general price index occurred from the date on which the revenues and expenses were originally recognized in the Financial Statements.
Adjustment for inflation in the initial balances has been calculated considering the indexes reported by the FACPCE based on the price indexes published by the Argentine Institute of Statistics and Census (INDEC).
The principal inflation adjustment procedures are the following:
| - | Monetary assets and liabilities that are already recorded at the measuring unit of the balance sheet closing date are not restated because they are already stated in terms of the measuring unit current as of the date of the financial statements. |
| - | Non-monetary assets, and liabilities recorded at cost as of the balance sheet date and equity component are restated by applying the relevant adjustment coefficients. |
| - | All items in the Consolidated Statement of Income and Other Comprehensive Income are restated applying the relevant conversion factors. |
| - | The effect of inflation on the Group’s net monetary position is included in the Consolidated Statement of Income and Other Comprehensive Income under Financial results, net, in the item “Inflation adjustment”. |
| - | Comparative figures have been adjusted for inflation following the procedure explained in the previous paragraphs. |
| F-12 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Upon initially applying inflation adjustment, the equity accounts were restated as follows:
| - | Capital was restated as from the date of subscription or the date of the most recent inflation adjustment for accounting purposes, whichever is later. The resulting amount was included in the “Comprehensive Inflation adjustment of share capital and treasury shares adjustment” account. |
| - | Translation difference was restated in current terms. |
| - | Other comprehensive income / (loss) was restated as from each accounting allocation. |
| - | The other reserves in the Consolidated Statement of Income and Other Comprehensive Income were restated from the initial application. |
The inflation index to be used and in accordance with the FACPCE Resolution No. 539/18, it will be determined based on the Wholesale Price Index (IPIM) until 2016, considering for the months of November and December 2015 the average variation of Consumer Price index (CPI) of the Autonomous City of Buenos Aires, because during those two months there were no national IPIM measurements. Since January 2017, the National Consumer Price Index (National CPI) will be considered. The table below show the evolution of these indexes in the last two fiscal years and as of June 30, 2023 according to official statistics (INDEC) following the guidelines described in Resolution 539/18.
Annual price variation |
| June 30, 2021 |
|
| June 30, 2022 |
|
| June 30, 2023 |
|
| Cumulative as of June 30, 2023 (3 years) |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||||
As a consequence of the aforementioned, these Consolidated Financial Statements as of June 30, 2023 were restated in accordance with IAS 29.
(b) Current and non-current classification
The Group presents current and non-current assets, and current and non-current liabilities, as separate classifications in its Consolidated Statement of Financial Position according to the operating cycle of each activity. Current assets and current liabilities include the assets and liabilities that are either realized or settled within 12 months from the end of the fiscal year.
All other assets and liabilities are classified as non-current. Current and deferred tax assets and liabilities (income tax liabilities) are presented separately from each other and from other assets and liabilities, classified as current and non-current, respectively.
(c) Presentation currency
The Consolidated Financial Statements are presented in millions of Argentine Pesos. Unless otherwise stated or the context otherwise requires, references to “Peso amounts” or “ARS”, are millions of Argentine Pesos, references to “USD” or “US Dollars” are millions of US Dollars and references to "NIS" are millions of New Israeli Shekel.
(d) Fiscal year-end
The fiscal year begins on July 1st and ends on June 30 of each year.
(e) Accounting criteria
See Notes 2.2 to 2.25 with the accounting policies of each item.
(f) Reporting cash flows
The Group reports operating activities cash flows using the indirect method. Interest paid is presented within financing activities. Interest received for financing of operating activities is presented within operating activities whereas the rest is presented within investing activities. The acquisitions and disposals of investment properties are disclosed within investing activities as this most appropriately reflects the Group’s business activities. Cash flows in respect to trading properties are disclosed within operating activities because these items are sold in the ordinary course of business.
| F-13 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
(g) Use of estimates
The preparation of Financial Statements at a certain date requires the Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the year. Actual results might differ from the estimates and evaluations made at the date of preparation of these Consolidated Financial Statements. The most significant judgments made by Management in applying the Group’s accounting policies and the major estimations and significant judgments are described in Note 3.
2.2. New accounting standards and amendments
The following standards and amendments have been issued by the IASB. Below we outline the standards and amendments that may potentially have an impact on the Group at the time of application.
Standards and amendments adopted by the Group
Standards and amendment | Description | Date of mandatory adoption for the Group in the year ended on | |
Covid-19 - related Rent Concessions - Amendments to IFRS 16. | As a result of the COVID-19 pandemic, rent concessions have been granted to lessees. Such concessions might take a variety of forms, including payment holidays and deferral of lease payments. In May 2020, the IASB made an amendment to IFRS 16 Leases which provides lessees with an option to treat qualifying rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concessions as variable lease payments in the period in which they are granted. Entities applying the practical expedients must disclose this fact, whether the expedient has been applied to all qualifying rent concessions or, if not, information about the nature of the contracts to which it has been applied, as well as the amount recognized in profit or loss arising from the rent concessions. | 06-30- 2021 | |
Property, plant and equipment: Proceeds before intended use - Amendments to IAS 16. | The amendment to IAS 16 Property, Plant and Equipment (PPE) prohibits an entity from deducting from the cost of an item of PPE any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment. | 06-30-2023 | |
Reference to the Conceptual Framework – Amendments to IFRS 3 | Minor amendments were made to IFRS 3 Business Combinations to update the references to the Conceptual Framework for Financial Reporting and add an exception for the recognition of liabilities and contingent liabilities within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets and Interpretation 21 Levies. The amendments also confirm that contingent assets should not be recognized at the acquisition date. | 06-30-2023 | |
Amendment to IAS 37. | The amendment to IAS 37 clarifies that the direct costs of fulfilling a contract include both the incremental costs of fulfilling the contract and an allocation of other costs directly related to fulfilling contracts. Before recognizing a separate provision for an onerous contract, the entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract. | 06-30-2023 | |
Annual Improvements to IFRS Standards 2018-2020 | The following improvements were finalized in May 2020: | 06-30-2023 | |
· | IFRS 9 Financial Instruments - clarifies which fees should be included in the 10% test for derecognition of financial liabilities. |
| |
| · | IFRS 16 Leases - amendment of illustrative example 13 to remove the illustration of payments from the lessor relating to leasehold improvements, to remove any confusion about the treatment of lease incentives. |
|
The adoption of these amendment has not had a material impact for the Group.
| F-14 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Standards and amendments not yet adopted by the Group:
Standards and amendment | Description | Date of mandatory adoption for the Group in the year ended on | |
IFRS 17 Insurance Contracts | IFRS 17 was issued in May 2017 as replacement for IFRS 4 Insurance Contracts. It requires a current measurement model where estimates are remeasured in each reporting period. Contracts are measured using the building blocks of: | 06-30-2024 | |
| · | discounted probability-weighted cash flows |
|
| · | an explicit risk adjustment, and |
|
| · | a contractual service margin (CSM) representing the unearned profit of the contract which is recognised as revenue over the coverage period. |
|
| The standard allows a choice between recognising changes in discount rates either in the statement of profit or loss or directly in other comprehensive income. The choice is likely to reflect how insurers account for their financial assets under IFRS 9. An optional, simplified premium allocation approach is permitted for the liability for the remaining coverage for short duration contracts, which are often written by non-life insurers.
There is a modification of the general measurement model called the ‘variable fee approach’ for certain contracts written by life insurers where policyholders share in the returns from underlying items. When applying the variable fee approach, the entity’s share of the fair value changes of the underlying items is included in the CSM. The results of insurers using this model are therefore likely to be less volatile than under the general model.
The new rules will affect the financial statements and key performance indicators of all entities that issue insurance contracts or investment contracts with discretionary participation features.
Targeted amendments made in July 2020 aimed to ease the implementation of the standard by reducing implementation costs and making it easier for entities to explain the results from applying IFRS 17 to investors and others. The amendments also deferred the application date of IFRS 17 to 1 January 2023.
Further amendments made in December 2021 added a transition option that permits an entity to apply an optional classification overlay in the comparative period(s) presented on initial application of IFRS 17. The classification overlay applies to all financial assets, including those held in respect of activities not connected to contracts within the scope of IFRS 17. It allows those assets to be classified in the comparative period(s) in a way that aligns with how the entity expects those assets to be classified on initial application of IFRS 9. The classification can be applied on an instrument-by-instrument basis. |
| |
Classification of Liabilities as Current or Non-current - Amendments to IAS 1 | The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the entity’s expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability.
The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity.
They must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. | Since the approval of these modifications, the IASB has issued an exposure draft proposing further changes and the postponement of these modifications until at least January 1, 2024 | |
Accounting Policy Disclosures - Amendment to IAS 1 and Practical Statement 2 | The IASB amended IAS 1 to require entities to disclose their material accounting policies rather than their significant accounting policies. The amendments define what it implies and how to identify material accounting policy information. They also clarify that it is not necessary to disclose immaterial accounting policy. If it is disclosed should not overshadow material accounting information. To support this amendment, the IASB also amended IFRS Practical Statement 2 on "Making materiality related judgments" to advise on how to apply the concept of materiality to disclosure of accounting policies. | 06-30-2024 | |
Definition of accounting estimates - Amendments to IAS 8. | The IASB amended IAS 1 to require entities to disclose their material accounting policies rather than their significant accounting policies. The amendments define what it implies and how to identify material accounting policy information. They also clarify that it is not necessary to disclose immaterial accounting policy. If it is disclosed should not overshadow material accounting information. To support this amendment, the IASB also amended IFRS Practical Statement 2 on "Making materiality related judgments" to advise on how to apply the concept of materiality to disclosure of accounting policies. | 06-30-2024 | |
| F-15 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to IAS 12 | The amendments to IAS 12 Income Taxes require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations, and will require the recognition of additional deferred tax assets and liabilities. | 06-30-2024 |
Sale or contribution of assets between an investor and its associate or joint venture - Amendments to IFRS 10 and IAS 28 | The IASB has made limited scope amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures.
The amendments clarify the accounting treatment for sales or contribution of assets between an investor and their associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations').
Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor’s interests in the associate or joint venture. The amendments apply prospectively. | In December 2015, the IASB decided to defer the application date of this amendment until such time as the IASB has finalized its research project on the equity method. |
Global implementation of Pillar Two model
| In December 2021, the Organization for Economic Cooperation and Development (OECD) published the Pillar Two model, with the objective of carrying out certain tax reforms applicable to companies.
The rules are designed to ensure that large multinational companies within the scope of the rules pay a minimum level of tax. Generally, the rules apply a supplementary tax system that raises the total amount of taxes paid on an entity's excess profits in a jurisdiction up to the minimum rate of 15%. | 06-30-2024 |
Supplier finance arrangements amendments – amendments to IAS 7 and IFRS 7 | The amendment were prepared to respond to requests from investors regarding the need to have more information regarding financing agreements with suppliers, in order to be able to evaluate how these agreements affect liabilities, cash flows and the liquidity risk of an entity. New disclosures must be included in the financial statements, such as the terms and conditions of said agreements, as well as the recorded values of the liabilities, and ranges of payment due dates applicable to the liabilities that are under the Payment Agreement scheme. financing with suppliers, as well as for comparable commercial accounts that are not part of such agreements. | Entities will apply such modifications to reporting annual years beginning on or after January 1, 2024. Early application is permitted. If an entity applies those modifications to prior years, it shall disclose this fact. |
Lack of interchangeability of currencies - amendments to IAS 21 | The amendments to IAS 21, issued in August 2023, have been prepared to respond to concerns about diversity in practice when accounting for the lack of interchangeability between currencies. The amendments will assist businesses and investors by addressing an issue that was not previously covered in the accounting requirements for the effects of changes in exchange rates. | An entity shall apply such amendments for annual reporting periods beginning on or after January 1, 2025. Early application is permitted. If an entity applies the modifications for a prior period, it shall disclose that fact. |
Management is evaluating the impact that these new standards and amendments will have for the Group.
At the date of issuance of these consolidated financial statements, there are no other standards or amendments issued by the IASB that are not yet effective and are expected to have a significant effect on the Group.
2.3. Scope of consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group also analyzes whether there is control when it does not hold more than 50% of the voting rights of an entity but does have capacity to define its relevant activities because of de-facto control.
| F-16 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The Group uses the acquisition method of accounting for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquirer’s net assets. The Group chooses the method to be used on a case-by-case basis.
The excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the Consolidated Statement of Income and Other Comprehensive Income as “Bargain purchase gains”.
The Group conducts its business through several operating and investment companies, the main ones are listed below:
|
|
| % of ownership interest held by the Group | ||
Name of the entity | Country | Main activity | 06.30.2023 | 06.30.2022 | 06.30.2021 |
IRSA's direct interest: | |||||
E-Commerce Latina S.A. | |||||
Efanur S.A. (3) | - | ||||
Hoteles Argentinos S.A.U. | |||||
Inversora Bolívar S.A. | |||||
Llao Llao Resorts S.A. (1) | |||||
Nuevas Fronteras S.A. | |||||
Palermo Invest S.A. | |||||
Ritelco S.A. | |||||
Tyrus S.A. | |||||
U.T. IRSA y Galerias Pacifico (1) | |||||
Arcos del Gourmet S.A. | |||||
Emprendimiento Recoleta S.A. | |||||
Fibesa S.A.U. | |||||
Panamerican Mall S.A. | |||||
Shopping Neuquén S.A. | |||||
Torodur S.A. | |||||
EHSA | |||||
Centro de Entretenimiento La Plata | |||||
We Are Appa S.A. | |||||
Tyrus S.A.'s direct interest: | |||||
DFL and DN BV | |||||
IRSA International LLC | |||||
Jiwin S.A. (3) | - | ||||
Liveck S.A. (2) | |||||
Real Estate Strategies LLC | |||||
Efanur S.A.'s direct interest: | |||||
Real Estate Investment Group VII LP (REIG VII) (3) | - | ||||
DFL's and DN BV's direct interest: | |||||
Dolphin IL Investment Ltd. | |||||
(1) | The Group has consolidated the investment in Llao Llao Resorts S.A. and UT IRSA and Galerías Pacífico considering its equity interest and a shareholder agreement that confers its majority of votes in the decision-making process. |
(2) | Includes Tyrus’ and IRSA S.A.’s equity interests. |
(3) | Liquidated in October 2022. |
Except for the aforementioned items, the percentage of votes does not differ from the stake.
The Group takes into account both quantitative and qualitative aspects in order to determine which non-controlling interests in subsidiaries are considered significant. In quantitative terms, the Group considers significant investments as those that individually represent at least 20% of the total equity attributable to non-controlling interest in subsidiaries at each year-end. Therefore, in qualitative terms, the Group considers, among other factors, the specific risks to which each company is exposed, their returns and the importance that each of them has for the Group.
Summarized financial information on subsidiaries with material non-controlling interests and other information are included in Note 7.
| F-17 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
(b) Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – i.e., as transactions with the owners in their capacity as owners. The recorded value corresponds to the difference between the fair value of the consideration paid and/or received and the relevant share acquired and/or transferred of the carrying value of the net assets of the subsidiary.
(c) Disposal of subsidiaries with loss of control
When the Group ceases to have control any retained interest in the entity is re-measured at its fair value at the date when control is lost, with changes in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
(d) Associates and joint arrangements
Investments in associates and joint ventures are accounted for under the equity method of accounting, pursuant to which interests in joint ventures are initially recognized in the Consolidated Statement of Financial Position at cost and adjusted thereafter to recognize the Group’s share of post-acquisition profits or losses and other comprehensive income in the Consolidated Statement of Income and Other Comprehensive Income. The Group’s investment in associates includes goodwill identified on acquisition.
As of each year-end or upon the existence of evidence of impairment, a determination is made as to whether there is any objective indication of impairment in the value of the investments in associates or joint ventures. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associates or joint venture and its carrying value and recognizes the amount adjacent to "Share of profit / (loss) of associates and joint ventures" in the Statement of Income and Other Comprehensive Income.
Profit and losses resulting from transactions between the Group and the associate or joint venture are recognized in the Group's financial statements only to the extent of the interests in the associates or joint ventures of the unrelated investor. Unrealized losses are eliminated unless the transaction reflects signs of impairment of the value of the asset transferred. The accounting policies of associates or joint ventures are modified to ensure uniformity within Group policies.
The Group takes into account quantitative and qualitative aspects to determine which investments in associates or joint ventures are considered significant.
Note 8 includes summary financial information and other information of the Group's associates.
2.4. Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker (“CODM”), responsible for allocating resources and assessing performance. The operating segments are described in Note 6.
| F-18 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
2.5. Foreign currency translation
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The Consolidated Financial Statements are presented in Argentine Pesos, which is the Group’s presentation currency.
(b) Transactions and balances in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities nominated in foreign currencies are recognized in the profit or loss for the year.
Foreign exchange gains and losses are presented in the Consolidated Statement of Income and Other Comprehensive Income within other financial income, as appropriate, unless they have been capitalized.
(c) Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency (none of which has the currency of a hyperinflationary economy) are translated into the presentation currency as follows:
| (i) | assets, liabilities and goodwill for each Statement of Financial Position presented are translated at the closing rate at the date of that financial position; |
| (ii) | income and expenses for each Statement of Comprehensive Income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and |
| (iii) | all resulting exchange differences are recognized in the Consolidated Statement of Income and Other Comprehensive Income. |
The accounting policy of the Group consists in accounting for the translation difference of its subsidiaries by the “step-by-step” method according to IAS 21.
2.6. Investment properties
Investment properties are those properties owned by the Group that are held either to earn long-term rental income or for capital appreciation, or both, and that are not occupied by the Group for its own operations. Investment property also includes property that is being constructed or developed for future use as investment property. The Group also classifies as investment properties land whose future use has not been determined yet. The Group’s investment properties primarily comprise the Group’s portfolio of shopping malls and offices, certain property under development and undeveloped land.
Additionally, the Group reflects the value of economically “buildable potentials” in those properties that meet the following requirements: a) have buildable potential that are legally viable based on the application of approved Planning Codes and / or specific Ordinances. and b) have a commercial viability either due to their realization market or their constructive feasibility (see Note 9). If due to regulatory or legal regulations and commercial and/or economic aspects, the buildable potential can only be made by the Group and it has not been built yet, the asset value is not recognized.
When a property is partially owner-occupied, with the rest being held for rental income or capital appreciation, the Group accounts for the portions separately. The portion that is owner-occupied is accounted for as property, plant and equipment under IAS 16 “Property, Plant and Equipment” and the portion that is held for rental income or capital appreciation, or both, is treated as investment properties under IAS 40 “Investment Properties”.
| F-19 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Investment properties are measured initially at cost. Cost comprises the purchase price and directly attributable expenditures, such as legal fees, certain direct taxes, commissions and in the case of properties under construction, the capitalization of financial costs.
For properties under development, capitalization of costs includes not only financial costs, but also all costs directly attributable to works in process, from commencement of construction until it is completed and property is in condition to start operating.
Direct expenses related to lease contract negotiation (such as payment to third parties for services rendered and certain specific taxes related to execution of such contracts) are capitalized as part of the book value of the relevant investment properties and amortized over the term of the lease.
Borrowing costs associated with properties under development or undergoing major refurbishment are capitalized. The finance cost capitalized is calculated using the Group’s weighted average cost of borrowings after adjusting for borrowings associated with specific developments. Where borrowings are associated with specific developments, the amount capitalized is the gross interest incurred on those borrowings less any investment income arising on their temporary investment. Finance cost is capitalized from the commencement of the development work until the date of practical completion. Capitalization of finance costs is suspended if there are prolonged periods when development activity is interrupted. Finance cost is also capitalized on the purchase cost of land or property acquired specifically for redevelopment in the short term but only where activities necessary to prepare the asset for redevelopment are in progress.
After initial recognition, investment property is carried at fair value. Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Investment properties under construction are measured at fair value if the fair value is considered to be reliably determinable. On the other hand, properties under construction for which the fair value cannot be determined reliably, but for which the Group expects it to be determinable when construction is completed, are measured at cost less impairment until the fair value becomes reliably determinable or construction is completed, whichever is earlier.
Fair values are determined differently depending on the type of property being measured.
Generally, the fair value of office buildings and land reserves is based on comparable active market prices, adjusted, if necessary, for differences in the nature, location or condition of the specific asset (Level 2).
The fair value of the Group’s portfolio of Shopping Malls is based on discounted cash flow projections. This method of valuation is commonly used in the shopping mall industry in the region where the Group conducts its operations (Level 3).
As required by CNV 576/10 Resolution, valuations are performed as of the financial position date by accredited external appraisers who have recognized professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the Consolidated Financial Statements. The fair value of investment property reflects, among other things, rental income from current leases and other assumptions market participants would make when pricing the property under current market conditions.
Subsequent expenditures are capitalized to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognized.
Changes in fair values are recognized in the Consolidated Statement of Income and Other Comprehensive Income under the line item “Net (loss) / gain from fair value adjustment of investment properties”.
| F-20 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Asset transfers, including assets classified as investments properties which are reclassified under other items or vice-versa, may only be carried out when there is a change of use evidenced by: a) commencement of occupation of real property by the Group, where investment property is transferred to property, plant and equipment; b) commencement of development activities for sale purposes, where investment property is transferred to property for sale; c) the end of Group occupation, where it is transferred from property, plant and equipment to investment properties; or d) commencement of an operating lease transaction with a third party, where properties for sale are transferred to investment property. The transfer of investment properties to other items is carried out at the fair value of the asset on the date of change of use and said fair value is the cost of the property for the purposes of subsequent accounting according to the applicable standard. If an owner-occupied property is converted to investment property, the Group values the property at the corresponding carrying amount prior to transfer and classifies it as investment property at fair value on the date of change of use. The Group will treat any difference, as of that date, between the determined carrying amount of the property and the fair value, in the same way in which it would record a revaluation applying IAS 16. A transfer from inventories to Investment properties, will be accounted for by recognizing the result between its previous book value and its fair value and any difference between the fair value of the property at that date and its previous carrying amount will be recognized in the result of the fiscal year.
The Group may sell its investment property when it considers that such property no longer forms part of the lease business. The carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the Consolidated Statement of Income and Other Comprehensive Income in the line “Net gain from fair value adjustments of investment properties”.
Investment properties are derecognized when they are disposed of or when they are permanently withdrawn from use and no future economic benefits are expected to arise from their disposals. The disposal of properties is recognized when the significant risks and rewards have been transferred to the buyer. As for unconditional agreements, proceeds are accounted for when title to property passes to the buyer and the buyer intends to make the respective payment. In the context of conditional agreements, disposals are recognized only after the conditions to which the agreements are subject have been satisfied. Where consideration receivable for the sale of the properties is deferred, it is discounted to present value. The difference between the discounted amount and the amount receivable is treated as interest income and recognized over the period using the effective interest method. Direct expenses related to the sale are recognized in the line "Other operating results, net" in the Consolidated Statement of Income and Other Comprehensive Income at the time they are incurred.
2.7. Property, plant and equipment
This category primarily comprises buildings or portions of a building used for administrative purposes, machines, computers, and other equipment, motor vehicles, furniture, fixtures and fittings and improvements to the Group’s corporate offices.
The Group also has several hotel properties. Based on the respective contractual arrangements with hotel managers and / or given their direct operators nature, the Group considers it retains significant exposure to the variations in the cash flows of the hotel operations, and accordingly, hotels are treated as owner-occupied properties and classified under "Property, plant and equipment".
All property, plant and equipment (“PPE”) is stated at acquisition cost restated as of the closing date less accumulated depreciation and impairment, if any. The acquisition cost includes expenditures which are directly attributable to the acquisition of the items. For properties under development, capitalization of costs includes not only financial costs, but also all costs directly attributable to works in process, from commencement of construction until it is completed and the property is in conditions to start operating.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Such costs may include the cost of improvements and replacement of parts as they meet the conditions to be capitalized. The carrying amount of those parts that are replaced is derecognized. Repairs and maintenance are charged as incurred in the Consolidated Statement of Income and Other Comprehensive Income. Depreciation, based on a component approach, is calculated using the straight-line method to allocate the cost over the assets’ estimated useful lives.
| F-21 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The remaining useful life as of June 30, 2023 is as follows:
Buildings and facilities | |
Machinery and equipment | |
Others |
As of each fiscal year-end, an evaluation is performed to determine the existence of indicators of any decrease in recoverable value or useful life of assets. If there are any indicators, the recoverable amount and/or residual useful life of impaired asset(s) is estimated, and an impairment adjustment is made, if applicable. As of each fiscal year-end, the residual useful life of assets is estimated and adjusted, if necessary. The book amount of an asset is reduced to its recoverable value if the book value is greater than its estimated recoverable value.
Gains from the sale of these assets are recognized when control is transferred to the buyer. This will normally take place on unconditional exchange, generally when legal title passes to the buyer and it is probable that the buyer will pay. For conditional exchanges, sales are recognized when these conditions are satisfied. Gains and losses on disposals are determined by comparing the proceeds net of direct expenses related to such sales, with the carrying amount as of the date of each transaction. Gains and losses from the disposal of property, plant and equipment items are recognized within “Other operating results, net” in the Consolidated Statement of Income and Other Comprehensive Income.
When assets of property, plant and equipment are transferred to investment property, the difference between the value at cost transferred and the fair value of the investment property is allocated to a reserve within equity.
2.8. Leases
Leases are recorded pursuant to IFRS 16. The Group recognizes an asset for the right of use and a liability at present value with respect to those contracts that meet the definition of a lease in accordance with the standard and the rate used will be the implicit rate in the contract if it can be determined.
A Group company is the lessor:
Properties leased out to tenants under operating leases are included in “Investment Properties” in the Consolidated Statement of Financial Position. See Note 2.21 for the recognition of rental income.
A Group company is the lessee:
The Group acquires certain specific assets (especially machinery, computer equipment and real property exploitation concessions) under leases pursuant to IFRS 16. Assets so acquired are recorded as an asset at the present value of the minimum future lease payments (the rate used by the Group is between 10.61% and 52.94%). Capitalized lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. The finance charges are charged over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Leases falling within the IFRS 16 exemption, where the Group acts as lessee are charged to results at the time they accrue. They mainly include contracts for less than one year and/or for non-material items.
2.9. Intangible assets
(a) Goodwill
Goodwill represents future economic benefits arising from assets that are not capable of being individually identified and separately recognized by the Group on an acquisition. Goodwill is initially measured as the difference between the fair value of the consideration transferred, plus the amount of non-controlling interest in the acquisition and, in business combinations achieved in stages, the acquisition-date fair value of the previously held equity interest in the acquisition; and the net fair value of the identifiable assets and liabilities assumed on the acquisition date.
Goodwill is not amortized but tested for impairment at each fiscal year-end, or more frequently if there is an indication of impairment.
| F-22 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, referred to as cash-generating units (“CGU”). In order to determine whether any impairment loss should be recognized, the book value of CGU or CGU groups is compared against its recoverable value. Net book value of CGU and CGU groups include goodwill and assets with limited useful life (such as, investment properties, property, plant and equipment, intangible assets and working capital).
If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognized for goodwill are not reversed in a subsequent period.
The recoverable amount of a CGU is the higher of the fair value less costs-to-sell and the value-in-use. The fair value is the amount at which a CGU may be sold in a current transaction between unrelated, willing and duly informed parties. Value-in-use is the present value of all estimated future cash flows expected to be derived from CGU or CGU groups.
Goodwill is assigned to the Group's cash generating units on the basis of operating segments. The recoverable amount of a cash generating unit is determined based on fair value calculations. These calculations use the price of the CGU assets and they are compared with the book values plus the goodwill assigned to each cash generating unit.
No material impairment was recorded as a result of the analysis performed. (Note 12).
(b) Computer software
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met: (i) it is technically feasible to complete the software product so that it will be available for use; (ii) management intends to complete the software product and use or sell it; (iii) there is an ability to use or sell the software product; (iv) it can be demonstrated how the software product will generate probable future economic benefits; (v) adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and (vi) the expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.
Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.
Computer software development costs recognized as assets are amortized over their estimated useful lives, which does not exceed 3 years.
(c) Right to receive future units under barter agreements
The Group also enters into barter transactions where it normally exchanges undeveloped parcels of land or other assets with third-party developers for future property to be constructed on the bartered land. The Group generally receives monetary assets as part of the transactions and/or a right to receive future units to be constructed by developers. Such rights are initially recognized at cost (which is the fair value of the land assigned) and are not adjusted later, unless there is any sign of impairment.
At each year-end, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any of such signs exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. For intangible assets with indefinite useful lives, the Group annually reviews the existence of an impairment, or more frequently if signs of impairment are identified.
| F-23 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
2.10. Trading properties
Trading properties comprises those properties either intended for sale or in the process of construction for subsequent sale. Trading properties are carried at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the trading properties to their present location and condition.
2.11. Inventories
Inventories include assets held for sale in the ordinary course of the Group's business activities, assets in production or construction process for sale purposes, and materials, supplies or other assets held for consumption in the process of producing sales and/or services.
Inventories are measured at the lower of cost or net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business less selling expenses. It is determined on an ongoing basis, taking into account the product type and aging, based on the accumulated prior experience with the useful life of the product. The Group periodically reviews the inventory and its aging and books an allowance for impairment, as necessary.
The cost of consumable supplies, materials and other assets is determined using the weighted average cost method, the cost of inventories of mobile phones, related accessories and spare parts is priced under the moving average method, and the cost of the remaining inventories is priced under the first in, first out (FIFO) method.
Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Inventories and materials are initially recorded at their cash purchase price, any further discrepancies are being accounted for as finance costs.
2.12. Financial instruments
The Group classifies financial assets in the following categories: those to be measured subsequently at fair value, and those to be measured at amortized cost. This classification depends on whether the financial asset is an equity investment or a debt investment.
Debt investments
A debt investment is classified at amortized cost only if both of the following criteria are met: (i) the objective of the Group’s business model is to hold the asset to collect the contractual cash flows; and (ii) the contractual terms give rise on specified dates to cash derived solely from payments of principal and interest due on the principal outstanding. The nature of any derivatives embedded in the debt investment are considered in determining whether the cash derives solely from payment of principal and interest due on the principal outstanding and are not accounted for separately.
If either of the two criteria mentioned in the previous paragraph is not met, the debt instrument is classified as an asset at fair value through profit or loss. The Group has not designated any debt investment as measured at fair value through profit or loss to eliminate or significantly reduce an accounting mismatch. Changes in fair values and gains from disposal of financial assets at fair value through profit or loss are recorded within “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income.
Equity investments
All equity investments, which are neither subsidiaries nor associate companies nor joint ventures of the Group, are measured at fair value. Equity investments that are held for trading are measured at fair value through profit or loss. For all other equity investments, the Group can make an irrevocable election at initial recognition to recognize changes in fair value through other comprehensive income rather than profit or loss. The Group decided to recognize changes in fair value of equity investments through changes in profit or loss.
| F-24 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the Consolidated Statement of Income and Other Comprehensive Income.
In general, the Group uses the transaction price to ascertain the fair value of a financial instrument on initial recognition. In the other cases, the Group records a gain or loss on initial recognition only if the fair value of the financial instrument can be supported by other comparable transactions observable in the market for the same type of instrument or if based on a technical valuation that only inputs observable market data. Unrecognized gains or losses on initial recognition of a financial asset are recognized later on, only to the extent they arise from a change in factors (including time) that market participants would consider upon setting the price.
Gains/losses on debt instruments measured at amortized cost and not identified for hedging purposes are charged to income where the financial assets are derecognized or an impairment loss is recognized, and during the amortization process under the effective interest method. The Group is required to reclassify all affected debt investments when and only when its business model for managing those assets changes.
The Group assesses at the end of each reporting period the expected losses for impairment of a financial asset or group of financial assets measured at amortized cost. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) can be reliably estimated. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate.
Financial assets and liabilities are offset, and the net amount reported in the statement of financial position, when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
2.13. Derivative financial instruments and hedging activities and options
Derivative financial instruments are initially recognized at fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The Group manages exposures to various risks using hedging instruments that provide coverage. The Group does not use derivative financial instruments for speculative purposes. To date, the Group has used put and call options, foreign currency future and forward contracts and interest rate swaps, as appropriate.
The Group’s policy is to apply hedge accounting where it is permissible under IFRS 9, practical to do so and its application reduces volatility, but transactions that may be effective hedges in economic terms may not always qualify for hedge accounting under IFRS 9.
The fair values of financial instruments that are traded in active markets are computed by reference to market prices. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting year.
2.14. Trade and other receivables
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
An allowance for doubtful accounts is recorded based on the expected loss of the receivables portfolio. Indicators of doubtful accounts include significant financial distress of the debtor, the debtor potentially filing a petition for reorganization or bankruptcy, or any event of default or past due account.
| F-25 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
For significant non-homogeneous receivables, the Group generally measures impairment based on an individual analysis. When they are evaluated individually, the Group recognizes the provision for impairment as the difference between the book value of the receivable and the present value of future cash flows, taking into account the existing guarantees, if applicable. This allowance for doubtful accounts considers the financial situation of the debtor, their resources, the payment history and, if applicable, the value of the guarantees provided.
For non-significant homogeneous receivables, the Group assesses the impairment by grouping these receivables based on characteristics of similar risks, considering the type of asset, the delinquency condition and other relevant factors. The Group considers different factors to calculate the amount of the allowance for impairment, which, in its opinion, represents the expected losses over the life of the receivables. When determining the allowance for doubtful accounts, the Group considers, among other factors: (i) the delinquency of the receivables, (ii) the history of losses and the general behavior of the clients, (iii) the trends in volumes and terms of the receivables, (iv) the Group's experience in credit management, (v) national and local economic trends, (vi) credit concentrations by individual size and type of credit, and (vii) the effect of other external factors.
The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of a separate account, and the amount of the loss is recognized in the Consolidated Statement of Income and Other Comprehensive Income within “Selling expenses”. Subsequent recoveries of amounts previously written off are credited against “Selling expenses” in the Consolidated Statement of Income and Other Comprehensive Income.
2.15. Trade and other payables
Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
2.16. Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as finance cost over the period of the borrowings using the effective interest method.
2.17. Provisions
Provisions are recognized when: (i) the Group has a present (legal or constructive) obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate of the amount of the obligation can be made. Provisions are not recognized for future operating losses.
The Group bases its accruals on up-to-date developments, estimates of the outcomes of the matters and legal counsel´s experience in contesting, litigating and settling matters. As the scope of the liabilities becomes better defined or more information is available, the Group may be required to change its estimates of future costs, which could have a material adverse effect on its results of operations and financial condition or liquidity.
Provisions are measured at the present value of the cash flows expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provisions due to passage of time is recognized in the Consolidated Statement of Income and Other Comprehensive Income.
2.18. Employee benefits
(a) Defined contribution plans
The Group operates a defined contribution plan, which is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current year or prior periods. The contributions are recognized as employee benefit expenses in the Consolidated Statement of Income and Other Comprehensive Income in the fiscal year they are due.
| F-26 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
(b) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or as a result of an offer made to encourage voluntary termination as a result of redundancy.
(c) Bonus plans
The Group recognizes a liability and an expense for bonuses based on a formula that takes into consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
(d) Share-based payments
The fair value of share-based payments is measured at the date of grant. The Group measures the fair value using the valuation technique that it considers to be the most appropriate to value each class of award. Methods used may include Black-Scholes calculations or other models as appropriate. The valuations take into account factors such as non-transferability, exercise restrictions and behavioral considerations.
The fair value of the share-based payment is expensed and charged to income under the straight-line method over the vesting period, during which the right to the equity instrument becomes irreversible. This valuation is determined based on the most accurate estimate available for the expected quantity of equity instruments likely to vest. If subsequent information becomes available, indicating a variance from the initial estimates in terms of the number of equity instruments expected to vest, these estimates are subject to revision.
2.19. Current income tax, deferred income tax and minimum presumed income tax
Tax expense for the year comprises the charge for tax currently payable and deferred income. Income tax is recognized in the Consolidated Statement of Income and Other Comprehensive Income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Current income tax expense is calculated on the basis of the tax laws enacted or substantially enacted at the date of the Statements of Financial Position in the countries where the Company and its subsidiaries operate and generate taxable income. The Group periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. The Group establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognized, using the deferred tax liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the date of the Statements of Financial Position and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint ventures and associates, except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
| F-27 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The Group is able to control the timing of dividends from its subsidiaries and hence does not expect taxable profit. Hence, deferred tax is recognized in respect of the retained earnings of overseas subsidiaries only if at the date of the Statements of Financial Position, dividends have been accrued as receivable a binding agreement to distribute past earnings in future has been entered into by the subsidiary or there are sale plans in the foreseeable future.
Entities in Argentina were subject to the Minimum Presumed Income Tax (“MPIT”). Pursuant to this tax regime, an entity is required to pay the greater of the income tax or the MPIT. Any excess of the MPIT over the income tax is carried forward and recognized as a tax credit against future income taxes payable over a 10-year period. When the Group assesses that it is probable that it will use the MPIT payment against future taxable income tax charges within the applicable 10-year period, recognizes the MPIT as a current or non-current receivable, within “Trade and other receivables” in the Consolidated Statement of Financial Position.
The minimum presumed income tax was repealed by Law N ° 27,260 in its article 76 for the periods that begin as of January 1,2019.
2.20. Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less and that they are subject to a negligible risk of change in value. Bank overdrafts are not included.
2.21. Revenue recognition
The group identifies contracts with customers and evaluates the goods and services committed therein to determine performance obligations and their classification between performance obligations that are satisfied at a given time or over time.
Revenue from satisfaction of performance obligations at a given time is recognized when the client obtains control of the committed asset or service considering whether there is a right to collection, if the client has the physical possession, if the client has the legal right and if they have transferred the risks and benefits.
In accordance with IFRS 15, the Group recognizes revenues over time from the sales of real estate developments in which there is no alternative use for the asset and the Group has the right to demand payment of the contract. When these conditions are not met, the income is recognized at the time of delivery or deed, depending on the case, when the risk transfers are completed, the collection is reasonably assured and there is a price already determined.
Revenue from satisfaction of performance obligations over time for real estate developments is recognized by measuring progress towards compliance with the obligation when it can be measured reliably. For this measurement, the Group uses the input method, that is, the effort consumed by the entity and determines the percentage of progress based on the estimate of the total development costs.
The Group's revenue is recognized at the probable value of the consideration to which it will be entitled in exchange for transferring the products or services to the customer which is not expected to suffer significant changes.
| · | Rental and services - Shopping malls portfolio |
Revenues derived from business activities developed in the Group’s shopping malls mainly include rental income under operating leases, admission rights, commissions and revenue from several complementary services provided to the Group’s lessees.
The Argentine Civil and Commercial Code section 1221 provides that tenants may rescind commercial lease within the initial six months by means of written notification. If option is used within the first year of the lease, the Tenant shall pay the Lessor, as compensation, the equivalent of one-and-a-half month’s rent, and one month’s rent if the tenant makes use of the option after that period. Given that the rule does not provide for advance notice, Lease Agreements include a provision whereby the lessee must give at least 60 days advance notice of its intention to terminate the lease. The exercise of such early termination could materially and adversely affect the Group.
| F-28 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The Group has determined that, in all operating leases, the lease term for accounting purposes matches the term of the contract. The Group concluded that, even though a lease is cancellable under the terms of the Argentine Civil and Commercial Code section 1221, tenants would incur significant “economic penalties” if the leases are terminated prior to expiry. The Group considered that these economic penalties are of such amount that continuation of the lease contracts by tenants appears to be reasonably certain at the inception of the respective agreements. The Group reached this conclusion based on factors such as: (i) the strategic geographical location and accessibility to customers of the Group’s investment properties; (ii) the nature and tenure of tenants (mostly well-known local and international retail chains); (iii) limited availability of identical revenue-producing space in the areas where the Group’s investment properties are located; (iv) the tenants’ brand image and other competitive considerations; (v) tenants’ significant expenses incurred in renovation, maintenance and improvements on the leased space to fit their own image; (vi) the majority of the Group’s tenants only have stores in shopping malls with a few or none street stores. See details in Note 22.
Lessees of rental space located within shopping malls are generally required to pay the higher of: (i) a base monthly rent (the “Base Rent”) and (ii) a specific percentage of gross monthly sales recorded by the Lessee (the “Contingent Rent”), which generally ranges between 2% and 12% of the lessees’ gross sales. In addition, in accordance with the standard terms of the typical commercial lease, the Base Rent is usually increased at that time by the Consumer Price Index (CPI) in Argentina.
In addition, some leases include provisions that set forth variable rent based on specific volumes of sales revenue and other types of ratios.
Rental income from shopping malls, admission rights and commissions, are recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the leases. When lease incentives are granted, they are recognized as an integral part of the net consideration for the use of the property and are therefore recognized on the same straight-line basis.
Contingent rents, i.e. lease payments that are not fixed at the inception of a lease, are recorded as income in the periods in which they are known and can be determined. Rent increases are recognized when such increases have been agreed with tenants.
Tenants in the Group’s shopping mall are also generally charged a non-refundable admission right upon entering a lease contract or renewing an existing one. Admission rights are treated as additional rental income and recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the respective lease agreement.
The Group acts as its own leasing agent for arranging and closing lease agreements for its shopping malls properties and consequently earns letting fees. Letting fees are paid by tenants upon the successful closing of an agreement. A transaction is considered successfully concluded when both parties have signed the related lease contract. Letting fees received by the Group are treated as additional rental income and are recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the lease agreements.
The Group’s lease contracts also provide that common area maintenance charges and collective promotion funds of the Group’s shopping malls are borne by the corresponding lessees, generally on a proportional basis. These common area maintenance charges include all expenses necessary for various purposes including, but not limited to, the operation, maintenance, management, safety, preservation, repair, supervision, insurance and enhancement of the shopping malls. The lessor is responsible for determining the need and suitability of incurring a common area expense. The Group makes the original payment for such expenses, which are then reimbursed by the lessees. The Group considers that it acts as a principal in these cases. Service charge income is presented separately from property operating expenses. Property operating expenses are expensed as incurred.
Under the terms of the leases, lessees also agree to participate in collective promotion funds (“CPF”) to be used in advertising and promoting the Group’s shopping malls. Each lessee’s participation generally equals a percentage calculated based on the monthly accrued rental prices. Revenue so derived is also included under rental income and services segregated from advertising and promotion expenses. Such expenses are charged to income when incurred.
On the other hand, revenue includes income from managed operations and other services such as car parking spaces. Those revenues are recognized on an accrual basis as services are provided.
| F-29 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
| · | Rental and services - Offices and other rental properties |
Rental income from offices and other rental properties include rental income from offices leased out under operating leases, income from services and expenses recovery paid by tenants.
Rental income from offices and other rental properties is recognized in the Consolidated Statement of Income and Other Comprehensive Income on a straight-line basis over the term of the leases. When lease incentives are granted, they are recognized as an integral part of the net consideration for the use of the property and are therefore recognized on the same straight-line basis.
A substantial portion of the Group’s leases require the tenant to reimburse the Group for a substantial portion of operating expenses, usually a proportionate share of the allocable operating expenses. Such property operating expenses include necessary expenses such as property operating, repairs and maintenance, security, janitorial, insurance, landscaping, leased properties and other administrative expenses, among others. The Group manages its own rental properties. The Group makes the original payment for these expenses, which are then reimbursed by the lessees. The Group considers that it acts as a principal in these cases. The Group accrues reimbursements from tenants as service charge revenue in the period the applicable expenditures are incurred and is presented separately from property operating expenses. Property operating expenses are expensed as incurred.
| · | Revenue from communication services and sale of communication equipment |
Revenue derived from the use of communication networks by the Group, including mobile phones, Internet services, international calls, fixed line calls, interconnection rates, roaming service rates and television, are recognized when the service is provided, proportionally to the extent the transaction has been realized, and provided all other criteria have been met for revenue recognition.
Revenue from the sale of mobile phone cards is initially recognized as deferred revenue and then recognized as revenue as they are used or upon expiration, whichever takes place earlier.
A transaction involving the sale of equipment to a final user normally also involves a service sale transaction. In general, this type of sale is performed without a contractual obligation by the client to consume telephone services for a minimum amount over a predetermined period. As a result, the Group records the sale of equipment separately of the performance obligations and recognizes revenue pursuant to the transaction value upon delivery of the equipment to the client. Revenue from telephone services is recognized and accounted for as they are provided over time. When the client is bound to make a minimum consumption of services during a predefined period, the contract formalizes a transaction of several elements and, therefore, revenue from the sale of equipment is recorded at an amount that should not exceed its fair value, and is recognized upon delivery of the equipment to the client and provided the criteria for recognition are met. The Group ascertains the fair value of individual elements, based on the price at which it is normally sold, after taking into account the relevant discounts.
Revenue derived from long-term contracts is recognized at the present value of future cash flows, discounted at market rates prevailing on the transaction date. Any difference between the original credit and its net present value is accounted for as interest income over the credit term.
Revenue derived from the use of communication networks by the Group have been recognized in discontinued operations. See Note 33 to these Consolidated Financial Statements.
| · | Sales and Development activities |
Revenue from sale and developments of real estate properties primarily comprises the results from the sale of trading properties. Results from the sale of properties are recognized only when the control has been transferred to the buyer. This normally takes place on unconditional exchange of contracts (except where payment or completion is expected to occur significantly after exchange). For conditional exchanges, sales are recognized when these conditions are satisfied.
| F-30 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The Group also enters into barter transactions where the Group normally exchanges undeveloped parcels of land with third-party developers for future property to be constructed on the bartered land and on occasion, the Group also receives cash as part of the transactions. Legal title to the land together with all risks and rewards of ownership are transferred to the developer upon sale. The Group generally requires the developer to issue insurances or to mortgage the land in favor of the Group as performance guarantee. In the event the developer does not fulfill its obligations, the Group forecloses on the land through the execution of the mortgage or the surety insurances, together with a cash penalty.
The Group determines that its barters have commercial substance and that the conditions for recording the income from the transfer of parcels or land are met at the time the swap operation is carried out. Revenues are recorded at the fair value of the goods delivered, adjusted as appropriate by the amount of cash received. In exchange for the parcels or land transferred, the Group generally receives cash and / or a right to receive future units that are part of the projects to be built on the parcels or land exchanged. This right is initially recognized at cost (this being the fair value of the land transferred) as an intangible asset in the statements of financial position. Said intangible asset is not adjusted in subsequent years unless it is impaired.
The Group may sell the residential apartments to third-party homebuyers once they are finalized and transferred from the developer. In these circumstances, revenue is recognized when the control is transferred to the buyer. This will normally take place when the deeds of title are transferred to the homebuyer.
However, the Group may market residential apartments during construction or even before construction commences. In these situations, buyers generally surrender a down payment to the Group with the remaining amount being paid when the developer completes the property and transfers it to the Group, and the Group in turn transfers it to the buyer. In these cases, revenue is not recognized until the apartments are completed and the transaction is legally completed, that is when the apartments are transferred to the homebuyers and deeds of title are executed. This is because in the event the residential apartments are not completed by the developer and consequently not delivered to the homebuyer, the Group is contractually obligated to return to the homebuyer any down payment received plus a penalty amount. The Group may then seek legal remedy against the developer for non-performance of its obligations under the agreement. The Group exercised judgment and considers that the most significant risk associated with the asset the Group holds (i.e. the right to receive the apartments) consisting of the non-fulfillment of the developer's obligations (i.e. to complete the construction of the apartments) has not been transferred to the homebuyers upon reception of the down payment.
| · | Revenue from hotels |
Revenue income from hotel operations mainly includes room services, gastronomy and other services. Revenue from the sale of products is recognized when the product is delivered and the significant risks and rewards of ownership are transferred to the buyer. Revenue from the sale of services is recognized when the service is provided.
Revenue from supermarket sales have been recognized in discontinued operations (see Note 33).
2.22. Cost of sales
The cost of sales, includes the acquisition costs and the operational and management costs for shopping malls and offices held by the Group as part of its real estate investments.
The Group’s cost of sales in relation to the supply of communication services mainly includes the costs to purchase equipment, salaries and related expenses, service costs, royalties, ongoing license dues, interconnection and roaming expenses, cell tower lease costs, depreciation and amortization expenses and maintenance expenses directly related to the services provided and they are classified in discontinued operations (see Note 33).
The cost of sales of supermarkets, includes the acquisition costs for the products less discounts granted by suppliers, as well as all expenses associated with storing and handling inventories and is classified as discontinued operations (see Note 33).
| F-31 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
2.23. Cost of borrowings and capitalization
The costs for general and specific loans that are directly attributable to the acquisition, construction or production of suitable assets for which a prolonged period is required to place them in the conditions required for their use or sale, are capitalized as part of the cost of those assets until the assets are substantially ready for use or sale. The general loan costs are capitalized according to the average debt rate of the Group. Foreign exchange differences for loans in foreign currency are capitalized if they are considered an adjustment to interest costs. The interest earned on the temporary investments of a specific loan for the acquisition of qualifying assets are deducted from the eligible costs to be capitalized. The rest of the costs from loans are recognized as expenses in the period in which they are incurred.
2.24. Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new common shares or options are shown in equity as a deduction, net of tax, from the proceeds.
When any Group’s subsidiary purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. When such common shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and related income tax effects, is included in equity.
Instruments issued by the Group that will be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash or another financial asset are classified as equity.
2.25. Comparability of information
The balances as of June 30, 2022 and 2021 that are disclosed for comparative purposes were restated in accordance with IAS 29. See Note 2.1. Certain items from prior fiscal years have been reclassified for consistency purposes. Additionally, the Group has redefined the operating segments, see Note 6 to these Consolidated Financial Statements.
3. Significant judgments, key assumptions and estimates
Not all of these significant accounting policies require management to make subjective or complex judgments or estimates. The following is intended to provide an understanding of the policies that management considers critical because of the level of complexity, judgment or estimations involved in their application and their impact on the Consolidated Financial Statements. These judgments involve assumptions or estimates in respect of future events. Actual results may differ from these estimates.
| F-32 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Estimation | Main assumptions | Potential implications | Main references | |
Control, joint control or significant influence | Judgment relative to the determination that the Group holds an interest in the shares of investees (considering the existence and influence of significant potential voting rights), its right to designate members in the executive management of such companies (usually the Board of directors) based on the investees’ bylaws; the composition and the rights of other shareholders of such investees and their capacity to establish operating and financial policies for investees or to take part in the establishment thereof. | Accounting treatment of investments as subsidiaries (consolidation) or associates (equity method) | Note 2.3 | |
Recoverable amounts of cash-generating units (even those including goodwill), associates and assets. | The discount rate and the expected growth rate before taxes in connection with cash-generating units. The discount rate and the expected growth rate after taxes in connection with associates. Cash flows are determined based on past experiences with the asset or with similar assets and in accordance with the Group’s best factual assumption relative to the economic conditions expected to prevail. Business continuity of cash-generating units. Appraisals made by external appraisers and valuators with relation to the assets’ fair value, net of realization costs (including real estate assets). | Should any of the assumptions made be inaccurate, this could lead to differences in the recoverable values of cash-generating units. | Note 8 – Investments in associates and joint ventures Note 10 – Property, plant and equipment Note 12 – Intangible assets | |
Estimated useful life of intangible assets and property, plant and equipment | Estimated useful life of assets based on their conditions.
| Recognition of accelerated or decelerated depreciation by comparison against final actual earnings (losses). | Note 10 – Property, plant and equipment Note 12 – Intangible assets | |
Fair value valuation of investment properties | Fair value valuation made by external appraisers and valuators. See Note 10.
| Incorrect valuation of investment property values | Note 9 – Investment properties
| |
Income tax | The Group estimates the income tax amount payable for transactions where the Treasury’s Claim cannot be clearly determined. Additionally, the Group evaluates the recoverability of assets due to deferred taxes considering whether some or all of the assets will not be recoverable. | Upon the improper determination of the provision for income tax, the Group will be bound to pay additional taxes, including fines and compensatory and punitive interest. | Note 21 – Taxes | |
Allowance for doubtful accounts | A periodic review is conducted of receivables risks in the Group’s clients’ portfolios. Bad debts based on the expiration of account receivables and account receivables’ specific conditions. | Improper recognition of charges / reimbursements of the allowance for bad debt. | Note 15 – Trade and other receivables | |
Level 2 and 3 financial instruments | Main assumptions used by the Group are: | Incorrect recognition of a charge to income / (loss). | Note 14 – Financial instruments by category | |
| · | Discounted projected income by interest rate |
|
|
| · | Values determined in accordance with the shares in equity funds on the basis of its Financial Statements, based on fair value or investment assessments. |
|
|
| · | Comparable market multiple (EV/GMV ratio). |
|
|
| · | Underlying asset price (Market price); share price volatility (historical) and market interest-rate (Libor rate curve). |
|
|
Probability estimate of contingent liabilities. | Whether more economic resources may be spent in relation to litigation against the Group; such estimate is based on legal advisors’ opinions. | Charge / reversal of provision in relation to a claim. | Note 19 – Provisions | |
Qualitative considerations for determining whether or not the replacement of the debt instrument involves significantly different terms | The entire set of characteristics of the exchanged debt instruments, and the economic parameters represented therein: Average lifetime of the exchanged liabilities; Extent of effects of the debt terms (linkage to index; foreign currency; variable interest) on the cash flows from the instruments. | Classification of a debt instrument in a manner whereby it will not reflect the change in the debt terms, which will affect the method of accounting recording. | Note 14 – Financial instruments by category | |
4. Acquisitions and disposals
A) Sale of Catalinas Tower building
On August 17, 2022, the Company sold and transferred one floor of the tower “261 Della Paolera” for a total leasable area of approximately 1,184 square meters and 8 parking spaces located in the building. The transaction price was set at approximately USD
On February 28, 2023, the deed for the sale of 2 floors with a total of
On March 28, 2023, the deed for the sale of 5 floors with a total of
B) Barter transaction Córdoba
On August 18, 2022, the transfer of ownership was made as an exchange of the Property "Lot 16" located in the province of Córdoba, whose commitment had been celebrated on May 17, 2016. The price of the transaction was USD
| F-33 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
C) Zetol – Sell of plot and Boating Trust interest
On November 23, 2022, Zetol, subsidiary of Liveck S.A., sold the property number 46,931 located in Ciudad de la Costa, department of Canelones, to the Boating Trust for an amount of USD
The units were delivered to the Maneiro family as partial cancellation of the debt that Liveck maintains with them for the purchase of the shares of Zetol.
Later that day,
D) Purchase of property on Paseo Colón Avenue
The Company purchased by public auction from the Government of the Autonomous City of Buenos Aires (hereinafter "GCABA"), a property located at 245 Paseo Colón Avenue and 12 parking spaces located at 275 Paseo Colón Avenue. The property, with potential for mixed uses, has 13 floors of offices in a covered area of approximately 13,700 m2 and an underground parking area. The purchase price was ARS
On May 29, 2023, possession and the signing of the title transfer deed were already signed and simultaneously with the deed, the Company signed a bailment agreement with GCBA, which will maintain possession of the property free of charge for a period of 18 months (with the option to require a 6-month extension with a lease agreement), in accordance with the conditions agreed upon in the auction.
E) Purchase of Rundel Global Ltd preferred shares
On April 11, 2023 Tyrus S.A. purchased
F) Local acquisition Mendoza Bandera de los Andes 3027
On June 12, 2023, IRSA received possession of the land that had been duly sold to TROMEN S.A. in the province of Mendoza and which was subsequently repurchased in a judicial auction that took place on June 28, 2021. The price for ARS 30 million was compensated with the credit claimed judicially from TROMEN.
G) Purchase of We Are Appa´s common-shares
On June 22, 2023,
H) Barter transaction Conil
On June 27, 2023, the barter transaction was signed with FIDEICOMISO ESQUINA GUEMES, which received 2 commercial premises, 2 apartments units and 4 parking spaces of the property located at Avenida General Güemes 898, Avellaneda district, province of Buenos Aires, which they were classified as “trading properties”. Likewise, a partial amendment of the barter transaction contract was signed, with which the parcel of land initially ceded is reincorporated.
I) Barter transaction Air Space Coto “Tower 2”
On June 30, 2023, in compliance with the barter transaction entered into in June 2016 with ABASTO TWINS S.A., the assignment of a functional parking space and the right to raise the so-called “Tower 2 of Abasto” for a price of USD 3 million was signed , for which the sum of USD
| F-34 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
5. Financial risk management and fair value estimates
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, interest rate risk, indexing risk due to specific clauses and other price risks), credit risk, liquidity risk and capital risk. Within the Group, risk management functions are conducted in relation to financial risks associated to financial instruments to which the Group is exposed during a certain period or as of a specific date.
The general risk management policies of the Group seek both to minimize adverse potential effects on the financial performance of the Group and to manage and control the financial risks effectively. The Group uses financial instruments to hedge certain risk exposures when deemed appropriate based on its internal management risk policies, as explained below.
The Group’s principal financial instruments comprise cash and cash equivalents, receivables, payables, interest bearing assets and liabilities, other financial liabilities, other investments and derivative financial instruments. The Group manages its exposure to key financial risks in accordance with the Group’s risk management policies.
The Group’s management framework includes policies, procedures, limits and allowed types of derivative financial instruments. The Group has established a Risk Committee, composed of the CEO, the CFO, the compliance manager and certain directors, which reviews and oversees management’s compliance with these policies, procedures and limits and has overall accountability for the identification and management of risk across the Group.
This section provides a description of the principal risks that could have a material adverse effect on the Group’s strategy, performance, results of operations and financial condition. The risks facing the businesses, set out below, do not appear in any particular order of potential materiality or probability of occurrence.
This sensitivity analysis provides only a limited, point-in-time view. The actual impact on the Group’s financial instruments may differ significantly from the impact shown in the sensitivity analysis.
(a) Market risk management
The market risk is the risk of changes in the market price of financial instruments with which the Group operates. The Group’s market risks arise from open positions in foreign currencies, interest-bearing assets and liabilities and equity securities of certain companies, to the extent that these are exposed to market value movements. The Group sets limits on the exposure to these risks that may be accepted, which are monitored on a regular basis.
Foreign Exchange risk and associated derivative financial instruments
The Group publishes its Consolidated Financial Statements in Argentine pesos but conducts operations and holds positions in other currencies. As a result, the Group is exposed to foreign currency exchange risk through exchange rate movements, which affect the value of the Group’s foreign currency positions. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency and its subsidiaries.
The real estate, commercial and/or financial activities of the Group’s subsidiaries have the Argentine Peso as functional currency. An important part of the business activities of these subsidiaries is conducted in that currency, thus not exposing the Group to foreign exchange risk. Other Group's subsidiaries have other functional currencies, principally US Dollar. In the ordinary course of business, the Group, through its subsidiaries, transacts in currencies other than the respective functional currencies of the subsidiaries. These transactions are primarily denominated in US Dollars. Net financial position exposure to the functional currencies is managed on a case-by-case basis, partly by entering into foreign currency derivative instruments and/or by borrowings in foreign currencies, or other methods, considered adequate by the Management, according to circumstances.
Financial instruments are considered sensitive to foreign exchange rates only when they are not in the functional currency of the entity that holds them.
| F-35 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
As of June 30, 2023 and 2022, the book value net liability of the Group's instruments denominated in foreign currency is equivalent to the sum of ARS
On the other hand, the Group also uses derivatives, such as future exchange contracts, to manage its exposure to foreign currency risk. As of June 30, 2023 the Group has future exchange contracts pending for an amount of ARS 6 (liability) and as of June 30, 2022 the Group has no future exchange contracts pending.
Interest rate risk
The Group is exposed to interest rate risk on its investments in debt instruments, short-term and long-term borrowings and derivative financial instruments.
The primary objective of the Group’s investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. To achieve this objective, the Group diversifies its portfolio in accordance with the limits set by the Group. The Group maintains a portfolio of cash equivalents and short-term investments in a variety of securities, including both government and corporate obligations and money market funds.
The Group’s interest rate risk principally arises from long-term borrowings (Note 20). Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.
As of June 30, 2023 and 2022,
The Group manages this risk by maintaining an appropriate mix between fixed and floating rate interest bearing liabilities. These activities are evaluated regularly to determine that the Group is not exposed to interest rate fluctuations that could adversely impact its ability to meet its financial obligations and to comply with its borrowing covenants.
The Group occasionally manages its cash flow interest rate risk exposure by different hedging instruments, including but not limited to interest rate swap, depending on each particular case. For example, interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates or vice versa.
The interest rate risk policy is approved by the Board of Directors. Management analyses the Group’s interest rate exposure on a dynamic basis. Various scenarios are simulated, taking into consideration refinancing, renewal of existing positions and alternative financing sources. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. The scenarios are run only for liabilities that represent the major interest-bearing positions. Trade payables are normally interest-free and have settlement dates within one year. The simulation is done on a regular basis to verify that the maximum potential loss is within the limits set by management.
Note 20 shows a breakdown of the Group’s fixed-rate and floating-rate borrowings per currency denomination and functional currency of the subsidiary that holds the loans for the fiscal years ended June 30, 2023 and 2022.
The Group estimates that, other factors being constant, a
Other price risks
The Group is exposed to equity securities price risk or derivative financial instruments because of investments held in entities that are publicly traded, which were classified on the Consolidated Statement of Financial Position at “fair value through profit or loss”. The Group regularly reviews the price evolution of these equity securities in order to identify significant movements.
| F-36 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
As of June 30, 2023 and 2022 the total value of Group’s investments in shares of public companies amounts to ARS
The Group estimates that, other factors being constant, a
(b) Credit risk management
The credit risk arises from the potential non-performance of contractual obligations by the parties, with a resulting financial loss for the Group. Credit limits have been established to ensure that the Group deals only with approved counterparties and that counterparty concentration risk is addressed and the risk of loss is mitigated. Counterparty exposure is measured as the aggregate of all obligations of any single legal entity or economic entity to the Group.
The Group is subject to credit risk arising from deposits with banks and financial institutions, investments of surplus cash balances, the use of derivative financial instruments and from outstanding receivables.
The credit risk is managed on a country-by-country basis. Each local entity is responsible for managing and analyzing the credit risk.
The Group’s policy is to manage credit exposure from deposits, short-term investments and other financial instruments by maintaining diversified funding sources in various financial institutions. All the institutions that operate with the Group are well known because of their experience in the market and high credit quality. The maximum exposure to credit risk is represented by the carrying amount of cash and cash equivalents and short-term investments in the Consolidated Statement of Financial Position.
Trade receivables related to leases and services provided by the Group represent a diversified tenant base and account for
On the other hand, property receivables related to the sale of trading properties represent
(c) Liquidity risk management
The Group is exposed to liquidity risks, including risks associated with refinancing borrowings as they mature, the risk that borrowing facilities are not available to meet cash requirements, and the risk that financial assets cannot readily be converted to cash without loss of value. Failure to manage liquidity risks could have a material impact on the Group’s cash flow and Consolidated Statement of Financial Position.
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding its existing and prospective debt requirements by maintaining diversified funding sources.
| F-37 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The Group monitors current and projected financial position using several key internally generated reports: cash flow; debt maturity; and interest rate exposure. The Group also undertakes sensitivity analysis to assess the impact of proposed transactions, movements in interest rates and changes in property values on the key profitability, liquidity and balance sheet ratios.
The debt and the derivative positions are continually reviewed to meet current and expected debt requirements. The Group maintains a balance between longer-term and shorter-term financings. Short-term financing is principally raised through bank facilities and overdraft positions. Medium- to longer-term financing comprises public and private bond issues, including private placements. Financing risk is spread by using a variety of types of debt. The maturity profile is managed in accordance with the Group needs, by spreading the repayment dates and extending facilities, as appropriate.
The tables below show financial liabilities, including derivative financial liabilities of the Group groupings based on the remaining period at the Statements of Financial Position to the contractual maturity date. The amounts disclosed in the tables are the contractual undiscounted cash flows and does not include advances and other concepts already disbursed since they are not future cash flows, as a result, they do not reconcile to the amounts disclosed on the Statements of Financial Position. However, undiscounted cash flows in respect of balances due within 12 months generally equal their carrying amounts in the Consolidated Statement of Financial Position, as the impact of discounting is not significant. The tables include both interest and principal flows.
Where the interest payable is not fixed, the amount disclosed has been determined by reference to the existing conditions at the reporting date.
|
| 06.30.2023 |
| |||||||||||||||||||||
|
| Less than 1 year |
|
| Between 1 and 2 years |
|
| Between 2 and 3 years |
|
| Between 3 and 4 years |
|
| More than 4 years |
|
| Total |
| ||||||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Finance leases obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative Financial Instruments |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| ||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| 06.30.2022 |
| |||||||||||||||||||||
|
| Less than 1 year |
|
| Between 1 and 2 years |
|
| Between 2 and 3 years |
|
| Between 3 and 4 years |
|
| More than 4 years |
|
| Total |
| ||||||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Finance leases obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative Financial Instruments |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| ||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
See Note 20 for a description of the commitments and restrictions related to loans and the ongoing renegotiations.
(d) Capital risk management
The capital structure of the Group consists of shareholders’ equity and net borrowings. The Group’s equity is analyzed into its various components in the Consolidated Statements of Changes in Shareholders’ Equity. Capital is managed so as to promote the long-term success of the business and to maintain sustainable returns for shareholders. The Group seeks to manage its capital requirements to maximize value through the mix of debt and equity funding, while ensuring that Group entities continue to operate as going concerns, comply with applicable capital requirements and maintain strong credit ratings.
The Group assesses the adequacy of its capital requirements, cost of capital and gearing (i.e., debt/equity mix) as part of its broader strategic plan. The Group continuously reviews its capital structure to ensure that (i) sufficient funds and financing facilities are available to implement the Group’s property development and business acquisition strategies, (ii) adequate financing facilities for unforeseen contingencies are maintained, and (iii) distributions to shareholders are maintained within the Group’s dividend distribution policy. The Group also protects its equity in assets by obtaining appropriate insurance.
The Group’s strategy is to maintain key financing metrics (net debt to total equity ratio or gearing and debt ratio) in order to ensure that asset level performance is translated into enhanced returns for shareholders whilst maintaining an appropriate risk reward balance to accommodate changing financial and operating market cycles.
| F-38 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following tables provide details on the Group’s key metrics in relation to managing its capital structure. The ratios are within the ranges previously established by the Group’s strategy.
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Gearing ratio (i) |
|
| % |
|
| % | ||
Debt ratio (ii) |
|
| % |
|
| % | ||
| (i) | Calculated as total of borrowings over total borrowings plus equity attributable equity holders of the parent company. |
| (ii) | Calculated as total borrowings over total properties (including trading properties, property, plant and equipment, investment properties and rights to receive units under barter agreements). |
6. Segment information
IFRS 8 requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM. According to IFRS 8, the CODM represents a function whereby strategic decisions are made and resources are assigned. The CODM function is carried out by the President of the Group, Mr. Eduardo S. Elsztain.
Segment information is reported from the perspective of products and services, considering separately the various activities being developed, which represent reporting operating segments given the nature of its products, services, operations and risks.
After the merger of the Company with IRSA CP, the structure is made up of the following five segments:
-Shopping Malls
-Offices
-Hotels
-Sales and development
-Others
The “Offices and Other Rental Properties” segment was renamed “Offices” and exclusively includes the results from the company’s six buildings. The other rental properties that were part of this segment were allocated to the “Sales and Developments” segment, which include the results generated by these assets, as well as those from Land Reserves, Barter Agreements and Properties for Sale. Likewise, the “Others” segment was incorporated, which groups the results from investments in associates and foreign companies that were previously allocated to the “Corporate” and “International” segments. The “Shopping Malls” and “Hotels” segments did not undergo any changes.
Below is the segment information which was prepared as follows:
| · | The Group operates in the following segments: |
| o | The “Shopping Malls” segment includes results principally comprised of lease and service revenues related to rental of commercial space and other spaces in the shopping malls of the Group. |
| o | The “Offices” segment includes the operating results from lease revenues of offices and other service revenues related to the office activities. |
| o | The “Sales and Developments” segment includes the operating results of the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results and other rental spaces are also included. |
| o | The "Hotels" segment includes the operating results mainly comprised of room, catering and restaurant revenues. |
| o | The “Others” segment includes the entertainment activities through La Arena S.A., La Rural S.A. and Centro de Convenciones Buenos Aires (concession), We Are Appa investments in associates such as GCDI and the financial activities carried out through BHSA / BACS, as well as other investments in associates. |
| F-39 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The CODM periodically reviews the results and certain asset categories and assesses performance of operating segments based on a measure of profit or loss of the segment composed by the operating income plus the share of profit / (loss) of joint ventures and associates. The valuation criteria used in preparing this information are consistent with IFRS standards used for the preparation of the Consolidated Financial Statements, except for the following:
| · | Operating results from joint ventures are evaluated by the CODM applying proportional consolidation method. Under this method the profit/loss generated and assets are reported in the Statement of Income line-by-line based on the percentage held in joint ventures rather than in a single item as required by IFRS. Management believes that the proportional consolidation method provides more useful information to understand the business return. On the other hand, the investment in the joint venture La Rural S.A. is accounted for under the equity method since this method is considered to provide more accurate information in this case. |
|
|
|
| · | Operating results from Shopping Malls and Offices segments do not include the amounts pertaining to building administration expenses and collective promotion funds (“FPC”, as per its Spanish acronym) as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). The CODM examines the net amount from these items (total surplus or deficit between building administration expenses and FPC and recoverable expenses). |
The assets’ categories examined by the CODM are: investment properties, property, plant and equipment, trading properties, inventories, right to receive future units under barter agreements, investment in associates and goodwill. The sum of these assets, classified by business segment, is reported under “assets by segment”. Assets are allocated to each segment based on the operations and/or their physical location.
Most revenue from its operating segments is derived from, and their assets are located in, Argentina, except for some share of profit / (loss) of associates included in the “Others” segment located in the USA.
Revenues for each reporting segment derive from a large and diverse client base and, therefore, there is no revenue concentration in any particular segment.
Until September 2020 the Group used to report its financial performance separately in two Operations Centers. However, as described in Note 1 to the Consolidated Financial Statements as of June 30, 2020, during September 2020 the Group lost control of IDBD and, then, has reclassified the results of Operations Center in Israel to discontinued operations. As a consequence of the situation described, from October 1, 2020, the Group reports its financial performance through a single Operation Center. Segment information for the previous fiscal years has been recast for the purposes of comparability with the present fiscal year.
Below is a summary of the Group’s lines of business and a reconciliation between the results from operations as per segment information and the results from operations as per the Consolidated Statement of Income and Other Comprehensive Income for the years ended June 30, 2023, 2022 and 2021:
|
| 06.30.2023 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
Revenues |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Costs |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
General and administrative expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Loss from operations |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Share of profit of associates and joint ventures |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Segment loss |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Reportable liabilities (i) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Net reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
| F-40 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| 06.30.2022 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
Revenues |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Costs |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Gross profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
Net gain / (loss) from fair value adjustment of investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
General and administrative expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Profit / (loss) from operations |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
Share of profit of associates and joint ventures |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | |||
Segment profit / (loss) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
Reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Reportable liabilities (i) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Net reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
|
| 06.30.2021 |
| |||||||||||||||||
|
| Total |
|
| Joint ventures (1) |
|
| Expenses and collective promotion funds |
|
| Elimination of inter-segment transactions and non-reportable assets / liabilities (2) |
|
| Total as per statement of income / statement of financial position |
| |||||
Revenues |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
Costs |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Gross profit / (loss) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||
Net (loss) / gain from fair value adjustment of investment properties |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
General and administrative expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Selling expenses |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
(Loss) / profit from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Share of (loss) / profit of associates and joint ventures |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Segment (loss) / profit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||
Reportable liabilities (i) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Net reportable assets |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
(1) | Represents the equity value of joint ventures that were proportionately consolidated for information by segment purposes. |
|
|
(2) | Includes deferred income tax assets, income tax and minimum presumed income tax credits, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements, net of investments in associates with negative equity which are included in provisions in the amount of ARS 1, ARS 17 and ARS 26, as of June 30, 2023, 2022 and 2021, respectively. |
|
|
(i) | The CODM centers the review on reportable assets. |
Below is a summarized analysis of the lines of Group business for the fiscal years ended June 30, 2023, 2022 and 2021:
|
| 06.30.2023 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss from fair value adjustment of investment properties |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Profit / (loss) from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| |||||
Other operating assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| (i) | Includes the result for the investment in GCDI and BHSA for ARS 137 and ARS 3,083 respectively, in the line “Share of profit of associates and joint ventures”. |
| F-41 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
From all the revenues corresponding to the segments, ARS
|
| 06.30.2022 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit / (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||
Net gain / (loss) from fair value adjustment of investment properties |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||
Profit / (loss) from operations |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Segment profit / (loss) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other operating assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| (ii) | Includes the result for the investment in GCDI and BHSA for ARS (1,537) and ARS 1,882 respectively, in the line “Share of profit of associates and joint ventures”. |
From all the revenues included in the segments ARS
|
| 06.30.2021 |
| |||||||||||||||||||||
|
| Shopping Malls |
|
| Offices |
|
| Sales and developments |
|
| Hotels |
|
| Others (i) |
|
| Total |
| ||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross profit / (loss) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| |||
Net (loss) / gain from fair value adjustment of investment properties |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
General and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating results, net |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
(Loss) / profit from operations |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||
Share of loss of associates and joint ventures |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Segment (loss) / profit |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and trading properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investment in associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other operating assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reportable assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| (iii) | Includes the result for the investment in GCDI and BHSA for ARS (7,537) and ARS (2,673) respectively, in the line “Share of loss of associates and joint ventures”. |
From all the revenues corresponding included in the segments ARS
| F-42 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
7. Information about the main subsidiaries
The Group conducts its business through several operating and holding subsidiaries. The Group considers that the subsidiaries below are the ones with significant non-controlling interests to the Group.
Restrictions, commitments and other matters in respect of subsidiaries
According to Law N° 19,550, 5% of the profit in each fiscal year must be separated to constitute a legal reserve until they reach legal capped amounts (20% of the nominal value of total capital). This legal reserve is not available for dividend distribution and can only be released to absorb losses. The Group has not reached the legal limit of this reserve. Dividends are paid across the Group’s subsidiaries based on their individual accounting statements.
Arcos del Gourmet (“Arcos” or “AGSA”)
1. Lawsuits related to the concession granted by the Argentine government.
In November 2008, the Arcos del Gourmet S.A. signed a contract with the Agencia de Administración de Bienes del Estado (State Assets Administration Office, or AABE in Spanish) for which the Company had been granted the concession to use the properties located in the jurisdiction of Estación Palermo, ex Línea San Martín - Palermo loading deck (on Juan B. Justo Avenue from Santa Fe Avenue to Paraguay Street) until December 31, 2025.
Subsequently, in September 2011, a Contract for the Readjustment of this Concession was entered into with the Railway Infrastructure Administrator (ADIF in Spanish) (to which the rail assets were transferred in the jurisdiction of AABE), pursuant to the term of the Arcos concession agreement was extended until December 31, 2030. This new agreement provides for an automatic extension of 3 years and 4 months if the Company complies with the agreement, as determined by ADIF. Likewise, a new extension is established for an additional 3 years if the Company so declares and ADIF corroborates compliance with the obligations. This agreement
The Argentine government issued Executive Order 1723/2012, whereby several plots of land located in prior rail yards of Palermo, Liniers and Caballito were designated for development and urbanization projects.
In this respect and as part of several measures related to other licensed persons and/or concessionaires, the Company was notified of Resolution 170/2014 which led to the revocation of the Arcos Concession agreement. In this context, it is important to note that the actions taken:
(i) were not a result of any wrongdoing on Arcos behalf and;
(ii) as of the date of issuance of these financial statements, these actions have not disrupted the ongoing commercial activities and operations of the shopping mall, which continues to function under normal conditions.
1.A. “ARCOS DEL GOURMET SA AND ANOTHER V. EN-AABE KNOWLEDGE PROCESS”:
This process was initiated on June 18, 2015, by AGSA to raise the nullity of the revocation of the contract for the readjustment of the use and exploitation concession, established by Resolution No. 170/2014 by the Agencia de Administración de Bienes del Estado (State Assets Administration Office, or AABE in Spanish). Evidence was produced, and arguments were presented. On August 24, 2022, the Court rejected the lawsuit filed by Arcos del Gourmet SA, with costs. On August 26, 2022, Arcos del Gourmet S.A. appealed the final judgment issued in the case. The company's main grievance is the violation of its property rights due to the abrupt revocation, as well as the arbitrariness of it being arranged before there is a specific urban project to move forward. As of December 15, 2022, the file is pending judgment.
Considering that ARCOS has not breached any obligations and based on the opinion of our external legal advisors, we believe there is a higher probability that the outcome will be favorable to AGSA's interests.
| F-43 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
1.B. “PLAYAS FERROVIARIAS DE BUENOS AIRES SA V. ARCOS DEL GOURMET SA EVICTION LAW 17.091”:
On June 14, 2018, Playas Ferroviarias de Buenos Aires S.A. initiated an eviction process against AGSA. On February 13, 2019, it was decided to accumulate the eviction process with the nullity action promoted by AGSA (referred to in the preceding 1.A). On May 11, 2022, the Court ruled to decree the immediate eviction of AGSA and/or occupants and/or intruders of the properties. At the same time, it ordered Playas Ferroviarias de Buenos Aires S.A. to make arrangements to ensure the continuity of the commercial activities of the sub-lessees and the employment sources they employ and, for at least 6 months, the values agreed upon with the current concessionaire must be maintained. The next day, AGSA appealed. Finally, on July 13, 2022, the Prosecutor published an opinion recommending the dismissal of the unconstitutionality raised by AGSA concerning Law 17.091. As of July 15, 2022, the file is pending judgment in Chamber V of the National Court of Appeals for Administrative Litigation.
Based on the opinion of our external legal advisors, we believe there is a higher probability that the outcome will be favorable to AGSA's interests.
1.C. “ARCOS DEL GOURMET SA V. ADMINISTRACION DE INFRAESTRUCTURAS FERROVIARIAS SOC DEL ESTADO CONSIGNMENT LAWSUIT”:
On April 8, 2015, AGSA initiated this lawsuit since AGSA was not allowed to pay the March 2015 canon corresponding to the Readjustment Contract of Use and Exploitation that Arcos agreed with ADIF. To date, all the canons that have been accrued to date have been judicially deposited - and those amounts invested in fixed-term deposits. On November 17, 2017, ADIF answered the lawsuit. The trial opened for evidence on 21/03/2019, which was produced, and arguments were presented in December 2022. The judgment has not yet been ordered, as it is awaiting the resolution of the lawsuit referred to in section 1.A above.
Based on the opinion of our external legal advisors, although will be highly relevant the outcome in section 1.A., we believe there is a higher probability that the outcome will be favorable to AGSA's interests.
2 Lawsuits related to the Distrito Arcos project:
2.A. “FEDERACION DE COMERCIO E INDUSTRIA DE LA CIUDAD DE BUENOS AIRES (FECOBA) and others V. GCBA and others on protective petition”:
Federación de Comercio e Industria de la Ciudad de Buenos Aires ( Federation of Commerce and Industry of the City of Buenos Aires, or FECOBA in Spanish) argued that the project under which the open-air commercial walk known as "DISTRITO ARCOS" was executed did not have the necessary environmental approvals and did not comply with zoning guidelines. It also requested a precautionary measure that was admitted and caused the opening to the public to be delayed until December 18, 2014, which is currently operating normally.
In the main process, after the submission of various procedural resources, Chamber III of the Appeals Court issued a judgment on February 14, 2019, in the following sense: it condemned AGSA and GCBA, with AGSA having to allocate at least 23,319.41 square meters - equivalent to 65% of the total surface - for public use and benefit with unrestricted access and especially and preferably for the generation of new landscaped green spaces - located wholly or partially on the property subject to the lawsuit (Distrito Arcos) or neighboring lands. If the company cannot allocate the entire land fraction to the City of Buenos Aires, it will then have to pay, after conducting an expert opinion, the necessary sum of money so that the Administration can search for a property to comply with the purpose established during the concession contract's validity. If none of the mentioned alternatives were carried out by AGSA, the demolition of the necessary works on the property would be ordered to comply with the stipulations of the Urban Planning Code (art. 3.1.2). Later, within the framework of the complaint for denied unconstitutionality filed by AGSA against the mentioned sentence, the Superior Court of Justice ruled that the demolition of the works carried out on the property where the "Distrito Arcos" Shopping Center is currently located is not appropriate, as ordered by the Chamber, confirming the rest of the sentence. Our legal advisors are analyzing the procedural steps to follow.
Based on the detailed mentions above and based on the opinion of our internal and external legal advisors, we conclude that no provision should be registered for these situations.
| F-44 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Emprendimiento Recoleta S.A.
As a result of a public auction, in February 1991, the City of Buenos Aires granted to ERSA a 20-year concession to use a plot of land in Centro Cultural Recoleta, which was set to expire in November 2013.
Pursuant to Decree No. 867/10 dated November 25, 2010, a five-year extension was granted so the agreement expired on
On April 12, 2018, ERSA was notified by the Federal National Criminal and Correctional Court No. 1, Secretariat No. 2 in the case entitled “Blaksley Enrique and others s / infraction art. 303” of the judicial intervention for a period of six months, ordering the appointment of collecting and informants overseers and decreeing their general inhibition of assets. On July 20, 2018 and subsequently, on August 10, 2018, ERSA received two new notifications from the same Court in which it was ordered: 1) to transfer to the Court's account
On November 16, 2018, the Ordinary and Extraordinary General Shareholders meeting resolved the early dissolution and the beginning of the liquidation process of ERSA, appointing Messrs. Gastón Armando Lernoud and Juan Manuel Quintana as liquidator.
On December 5, 2018, the property was returned to the competent authorities, who from that date have control of the property, terminating the concession.
Subsequently, during the Ordinary Shareholders’ Meeting on December 6, 2022, the resignation of Mr. Gastón Armando Lernoud was unanimously accepted.
It should be noted that the end of ERSA’s concession has no significant impact on the Group’s Financial Statements.
Panamerican Mall S.A.
Below is the summarized financial information of subsidiaries with material non-controlling interests which are considered significant for the Group, presented before intercompany eliminations.
|
| Current Assets |
|
| Non-current Assets |
|
| Current Liabilities |
|
| Non-current Liabilities |
|
| Net assets |
|
| % of ownership interest held by non-controlling interests |
|
| Book value of non-controlling interests |
|
| % of ownership interest held by controlling interests |
|
| Book value of controlling interests |
| |||||||||
06.30.2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| % |
|
|
| |||||||||
06.30.2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| % |
|
|
| |||||||||
|
| Revenues |
|
| Comprehensive loss for the year |
|
| Cash of Operating activities |
|
| Cash of investing activities |
|
| Cash of financial activities |
|
| Net Increase / (decrease) in cash and cash equivalents |
|
| Dividends distribution to non-controlling shareholders |
| |||||||
06.30.2023 |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||
06.30.2022 |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||
The non-controlling interests of the remaining subsidiaries summarize ARS
| F-45 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
8. Investments in associates and joint ventures
Changes of the Group’s investments in associates and joint ventures for the fiscal years ended June 30, 2023 and 2022 were as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Capital contributions (Note 30) |
|
|
|
|
|
| ||
Share of profit / (loss) |
|
|
|
|
| ( | ) | |
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
Dividends (Note 30) |
|
| ( | ) |
|
| ( | ) |
Reclassification to financial instruments |
|
|
|
|
| ( | ) | |
Others |
|
|
|
|
| ( | ) | |
End of the year (i) |
|
|
|
|
|
| ||
| (i) | Includes ARS (1) and ARS (17) reflecting interests in companies with negative equity as of June 30, 2023 and 2022, respectively, which are disclosed in “Provisions” (see Note 19). |
Below is a detail of the investments and the values of the stake held by the Group in associates and joint ventures for the years ended as of June 30, 2023 and 2022, as well as the Group's share of the comprehensive results of these companies for the years ended on June 30, 2023, 2022 and 2021:
Name of the entity |
| % ownership interest |
|
| Value of Group's interest in equity |
|
| Group's interest in comprehensive income / (loss) |
| |||||||||||||||||||||||
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| ||||||||
Associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
New Lipstick |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||
BHSA (1) |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||||
Condor (2) |
|
| - |
|
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||||
Quality (3) |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
La Rural SA |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
GCDI (former TGLT S.A.) |
|
| % |
|
| % |
|
| % |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Other joint ventures |
|
| N/A |
|
|
| N/A |
|
|
| N/A |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||
Total associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Name of the entity |
| Place of business / Country of incorporation |
| Main activity |
|
|
| Latest financial statements issued |
| |||||||||||
|
|
| Common shares 1 vote |
|
| Share capital (nominal value) |
|
| Profit / (loss) for the year |
|
| Shareholders’ equity |
| |||||||
Associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
New Lipstick |
|
|
|
|
|
| (*) |
|
| (*) ( |
|
| (*) ( |
| ||||||
BHSA (1) |
|
|
|
|
|
| (**) |
|
| (**) |
|
| (**) |
| ||||||
Quality (3) |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||
La Rural SA |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
GCDI (former TGLT S.A.) |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||||
(1) | BHSA is a commercial bank of comprehensive services that offers a variety of banking and financial services for individuals, small and medium businesses and large companies. The market price of the share is |
(2) | See Note 4.B to the Consolidated Financial Statements as of June 30, 2022. |
(3) | Quality is dedicated to the exploitation of the San Martín property (former property of Nobleza Piccardo S.A.I.C. and F.). |
|
|
(*) | Amounts in millions of US Dollars under US GAAP. |
(**) | Information as of June 30, 2023 according to IFRS |
GCDI (former TGLT S.A.):
During the fiscal year ended at June 30, 2020, GCDI (former TGLT S.A.) and the Company entered into a recapitalization agreement, based on which IRSA increased its holding in GCDI (former TGLT S.A.) reason why it began to be considered an associate company.
During the fiscal year ended at June 30, 2021, GCDI (former TGLT S.A.) yielded significant losses and its business was affected by different factors related to the context in which it finds itself. Therefore, the Company decided to re-evaluate the recoverability of this asset.
For this reason and considering that the facts are public and have been openly communicated to the market, a test is carried out comparing the market value and the book value, valuing the investment considering the lower amount between the two of them. As of June 30, 2023, there were no changes in the situation described in the preceding paragraphs.
| F-46 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
La Rural S.A.
As publicly known, in December 2012 the National Executive Branch issued Executive Order 2552/12 that annulled an executive order dated 1991 which had approved the sale of the Palermo Fairgrounds (the Fairgrounds) to the Sociedad Rural Argentina (SRA); the effect of this new order was to revoke the sale transaction. Subsequently, on March 21, 2012, the National Executive Branch notified the SRA of said executive order and further ordered that the property be returned to the Argentine government within 30 subsequent days. Then, the SRA issued a press release publicly disclosing the initiation of legal actions and the obtaining of a precautionary measure for which Decree 2552/12 was suspended. The injunction requested was granted on January 4, 2013, by the National Chamber of Appeals in Civil and Commercial Federal Matters (CNACCF). After several appeals, motions, and various procedural steps, the injunction stands firm and in effect.
On August 21, 2013, the Supreme Court of Justice rejected the appeal filed by the Argentine government against the interim measure timely requested by the SRA.
Neither has IRSA been served notice formally nor is it a party involved in the legal actions brought by the SRA.
Given the potential dimension of the dispute, as it has been known to the public, we estimate that if Executive Order 2552/12 was found to be unconstitutional, such order shall have no legal effects either in Entertainment Holdings S.A. (EHSA) or in the acquisition by IRSA of an equity interest in EHSA. However, should the opposite happen, that is, a court order declaring the Executive Order 2699/91, this could have a real impact on acquired assets. In this scenario, the judicial decision may render the purchase of the Plot of Land by SRA null and void, and all acts executed by SRA in relation to the Plot of Land, including the right of use currently held by the entity where EHSA has an indirect equity interest, through vehicle entities, would also become null and void.
On March 11, 2016 La Rural S.A. was summoned as a third party in the case referred to above, and filed an answer to such summons on April 6, 2016.
On April 21, 2016 the National Government presented itself, requested the annotation of litis as a precautionary measure, opposed the exception of incompetence, raised the inadmissibility of the declaratory action of certainty, in subsidy, proceeded to answer the complaint. It also requested the suspension of the sentence until the criminal case is resolved and opposed, as a counterclaim, a motion declare the annulment of Decree 2699/91, as well as all those acts enacted in consequence of said decree.
By order of April 29, 2016, the National Government was presented, opposed to the exception raised, the claim in subsidy was contested and the action of injuriousness filed, and it ordered the transfer of the different Government proposals to the SRA.
On the same occasion, the precautionary measure for the annotation of the requested litigation was admitted under the responsibility of the National Government regarding the individualized properties in the process.
On June 19, 2017, the transfer of the exception of incompetence raised by the National Government was substantiated, which was answered by La Rural S.A. in June 2017. On the same occasion, SRA accused expiry of that previous exception in the terms of article 310 CPCCN, which was resolved by order of July 14, 2017.
On that occasion it was resolved to sustain the expiration filed by Sociedad Rural Argentina regarding the incident of exception of incompetence filed by the National Government. Therefore, the process was settled in the Civil and Commercial Federal jurisdiction.
On October 5, 2017, the Federal Oral Criminal Court No. 2 requested the referral of the proceedings in the context of the case: "Menem, Carlos Saúl and other s / inf. Art. 261, first paragraph of the CP ". For presentations of December 2017 and March 2018, SRA requested the Oral Court to return the proceedings in order to continue with the process.
On March 27, 2018, the Court decided to convict various Administration officials, including former President Carlos S. Menem and former Minister Domingo F. Cavallo, as necessary participants in the crime of peculation. Additionally, it resolved to acquit the authorities of the imputed Argentine Rural Society and it was decided to reject the request for restitution of the property requested by the AABE, leaving the decision on that matter in the hands of the Federal Civil and Commercial Court involved. The basics of the decision were published on May 28, 2018.
| F-47 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On February 27, 2020, the proceedings were considered returned to the Federal Civil and Commercial Court and the parties were ordered to notify their return.
On August 19, 2021, the Civil and Commercial Court decided to defer the treatment of the prescription exception opposed by Sociedad Rural with respect to the counterclaim of the government for the moment of sentencing, and also decided to reject the examination request of the paragraphs by the government. Against this last resolution, the government filed an appeal, which was admitted by resolution of September 8, 2021.
Finally, on February 2, 2022, the Chamber of Appeals upheld the proposal of the government and ordered that the considerations expressed by the SRA in Chapter 8 of the presentation of the response to the action of harmfulness be omitted, considering that such response was not admitted by the procedural system.
On March 7, 2022, the case was returned to the court of origin.
On May 11, 2022, the trial was opened.
On December 2, 2022, the National Government requested, among other matters, a preliminary resolution on the claim of unconstitutionality of decree 2552/12. On December 20, 2022, SRA opposed this request. Before addressing this issue, the Court requested the formation of the evidence notebooks from the parties. On April 17, 2023, the evidence notebooks were completed.
On May 23, 2023, SRA insisted that the proceedings be moved forward to address the National Government’s claims, aiming to preliminarily address the request for a declaration of unconstitutionality of Decree 2552/12; and timely, the mutual objections raised by the parties to the production of the offered evidence measures.
Since then, the proceedings are pending resolution.
As of the date of these Consolidated Financial Statements, there are no elements or evidence to suggest that the Society should return the property exploited by La Rural S.A., so it continues its activities normally. However, this estimate could change based on the progress of the legal process, so the Society will monitor its development. Given the details, the analysis to be carried out must consider these circumstances of uncertainty.
Set out below is summarized financial information of the associates and joint ventures considered to be material to the Group:
|
| Current Assets |
|
| Non-current Assets |
|
| Current Liabilities |
|
| Non-current Liabilities |
|
| Net assets |
|
| % of ownership interest held |
|
| Interest in associate and joint venture |
|
| Goodwill and others |
|
| Book value |
| |||||||||
|
| 06.30.2023 |
| |||||||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
BHSA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| ( | ) |
|
|
| ||||||||
GCDI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| - |
|
|
|
| ||||||||
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality Invest (ii) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06.30.2022 | ||||||||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHSA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
GCDI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
| ( | ) |
|
|
| ||||||||
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality Invest (ii) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % |
|
|
|
|
|
|
|
|
| |||||||||
| F-48 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| Revenues |
|
| Net income / (loss) |
|
| Total comprehensive income / (loss) |
|
| Dividend distribution |
|
| Cash of operating activities |
|
| Cash of investing activities |
|
| Cash of financing activities |
|
| Changes in cash and cash equivalents |
| ||||||||
|
| 06.30.2023 (i) |
| |||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
BHSA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||||||
GCDI |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality Invest (ii) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06.30.2022 (i) |
| |||||||||||||||||||||||||||||
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHSA |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |||||
GCDI |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality Invest (ii) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| |||
(i) | Information under GAAP applicable in the associate and joint ventures´ jurisdiction. |
(ii) | In March 2011, Quality acquired an industrial plant located in San Martín, Province of Buenos Aires. The facilities are suitable for multiple uses. |
BHSA
BHSA is subject to certain restrictions on the distribution of profits, as required by BCRA regulations.
The Annual Shareholders' Meeting decided to allocate 35.1 million of Class D shares of a par value of ARS 1, to an employee compensation plan pursuant to Section 67 of Law 26,831. As of June 30, 2023, BHSA has a remnant of
The Group estimated that the value in use of its investment in BHSA as of June 30, 2023 and 2022 amounted to ARS
| - | The Group considered |
| - | The “Private BADLAR” interest rate was projected based on internal data and information gathered from external advisors. |
| - | The projected inflation and exchange rate was estimated in accordance with internal data and external information provided by independent consultants. |
| - | |
| - | The sensitivity to a 1% increase in the discount rate would be a reduction in the value in use of ARS |
The estimated value in use exceeds the book value of the investment, because of that, no adjustment was necessary on the recorded value of the investment.
| F-49 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Puerto Retiro (joint venture):
At present, this 8.3-hectare plot of land is affected by a zoning regulation defined as U.P. which prevents the property from being used for any purposes other than strictly port activities.
Puerto Retiro was involved in a judicial bankruptcy action brought by the National Government. The current Board of Directors would not be held personally liable with regard to this action. Management and legal counsel of the Company believe that there are sufficient legal and technical arguments to consider that the petition for extension of the bankruptcy case will be dismissed by the court. However, in view of the current status of the action, its result cannot be predicted.
Moreover, Tandanor filed a civil action against Puerto Retiro S.A. and the other defendants in the criminal case for violation of Section 174 (5) based on Section 173 (7) of the Criminal Code of Argentina. Such action seeks -on the basis of the nullity of the decree that approved the bidding process involving the Dársena Norte property- the restitution of the property and a reimbursement in favor of Tandanor for all such amounts it has allegedly lost as a result of a suspected fraudulent transaction involving the sale of the property. Puerto Retiro has presented the allegation on the merit of the evidence, highlighting that the current shareholders of Puerto Retiro did not participate in any of the suspected acts in the criminal case since they acquired the shares for consideration and in good faith several years after the facts told in the process. Likewise, it was emphasized that the company Puerto Retiro is foreign to the bidding / privatization carried out for the sale of Tandanor shares. On September 7, 2018, the Oral Federal Criminal Court No. 5 rendered a decision. According to the sentence read by the president of the Court, Puerto Retiro won the preliminary objection of limitation filed in the civil action. However, in the criminal case, where Puerto Retiro is not a party, it was ordered, among other issues, the confiscation (“decomiso”) of the property owned by Puerto Retiro known as Planta I. The grounds of the Court’s judgment were read on November 11, 2018. From that moment, all the parties were able to present the appeals. Given this fact, an extraordinary appeal was filed, which was rejected, and as a result, a complaint was filed for a rejected appeal, which was granted. Consequently, the appeal is under study in the Argentine Supreme Court of Justice.
In the criminal action, the claimant reported the violation by Puerto Retiro of the injunction ordered by the criminal court consisting in an order to stay (“prohibición de innovar”) and not to contract with respect to the property disputed in the civil action. As a result of this complaint, the Federal Oral Court No. 5 formed an incident and ordered and executed the closure of the property where the lease agreements with Los Cipreses S.A. y Flight Express S.A. were being executed, in order to enforce compliance with the measure before mentioned. As a result of this circumstance, it was learned that the proceedings were turned over to the Criminal Chamber for the allocation of the court to investigate the possible commission of a crime of disobedience. As of the date of issuance of these Consolidated Financial Statements there has been no news about the progress of this cause.
Faced with the evolution of the legal cases that affect it and based on the reports of its legal advisors, Puerto Retiro Management has decided to register in fiscal year 2019 an allowance equivalent to
9. Investment properties
Changes in the Group’s investment properties according to the fair value hierarchy for the years ended June 30, 2023 and 2022 were as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||||||||
|
| Level 2 |
|
| Level 3 |
|
| Level 2 |
|
| Level 3 |
| ||||
Fair value at the beginning of the year |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Capitalized leasing costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amortization of capitalized leasing costs (i) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Transfers |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Disposals |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Currency translation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Net (loss) / gain from fair value adjustment |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Fair value at the end of the year |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| (i) | As of June 30, 2023 and 2022, amortization charges of capitalized leasing costs were recognized in "Costs" in the Consolidated Statement of Income and Other Comprehensive Income (Note 24). |
| F-50 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following is the balance by type of investment property of the Group as of June 30, 2023 and 2022:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Shopping Malls (i) |
|
|
|
|
|
| ||
Offices and other rental properties |
|
|
|
|
|
| ||
Undeveloped parcels of land |
|
|
|
|
|
| ||
Properties under development |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
| (i) | Includes parking spaces. |
Certain investment property assets of the Group have been mortgaged or restricted to secure some of the Group’s trade and other payables. The net book value of those properties as of June 30, 2023 and 2022 is as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Córdoba Shopping (i) |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
| (i) | A portion of the Córdoba Shopping mall property is encumbered with an antichresis right as collateral for an advance rent received from NAI International II Inc. amounting to ARS 545 million and ARS 586 million, as of June 30, 2023 and 2022, respectively, (included in “Trade and other payables” in the Consolidated Statement of Financial Position). |
The following amounts have been recognized in the Consolidated Statement of Income and Other Comprehensive Income:
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2020 |
| |||
Revenues (Note 23) |
|
|
|
|
|
|
|
|
| |||
Direct operating costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Development costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net realized gain from fair value adjustment of investment properties (i) |
|
|
|
|
|
|
|
|
| |||
Net unrealized loss from fair value adjustment of investment properties (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| (i) | As of June 30, 2023, ARS 421 corresponds to the result for changes in the fair value realized for the year ((ARS 83) from the sale of parking spaces in Libertador 498 building, ARS 504 from the sale of Catalinas building) and ARS 11,685 from the result of changes in the fair value made in previous years (ARS 185 from the sale of parking spaces in Libertador 498 building, ARS 11,500 from the sale of Catalinas building’s floors). As of June 30, 2022, (ARS 20,508) corresponds to the result for changes in the fair value realized for the year ((ARS 222) from the sale of Casona Hudson, (ARS 47) from the sale of Merlo land, (ARS 54) from the sale of Mariano Acosta land, (ARS 224) from the sale of parking spaces in Libertador 498 building, (ARS 5,892) from the sale of Catalinas building and (ARS 14,069) from the sale of República building) and ARS 50,646 from the result of changes in the fair value made in previous years (ARS 261 from the Casona Hudson sale, ARS 226 from the Merlo land sale, ARS 216 from the Mariano Acosta land sale, ARS 468 from the sale of parking spaces in Libertador 498 building, ARS 17,151 from the sale of Catalinas building’s floors and ARS 32,324 from the sale of República Building). As of June 30, 2021, (ARS 5,501) corresponds to the result for changes in the fair value realized for the year ((ARS 3,785) from the sale of Torre Boston, (ARS 1,662) from the sale of Bouchard 710 and (ARS 54) for the sale of parking spaces in Bouchard 557) and ARS 43,756 from the result of changes in the fair value made in previous years (ARS 22,995 from the Boston Tower sale and ARS 20,640 from the Bouchard 710 and ARS 121 from the Bouchard 557 sale). |
| (ii) | It includes the result from changes in the fair value of those investment properties that are in the portfolio and have not yet been sold. This was generated in accordance with what is described in the section named "valuation techniques". |
See note 5 (liquidity schedule) for details of contractual commitments related to investment properties.
Valuation processes
The Group’s investment properties were valued at each reporting date by independent professionally qualified appraisers who hold a recognized relevant professional qualification and have experience in the locations and segments of the investment properties appraised. For all investment properties, their current use equates to the highest and best use.
The Group has a team which reviews the appraisals performed by the independent appraisers (the “review team”). The review team: i) verifies all major and important assumptions relevant to the appraisal in the valuation report from the independent appraisers; ii) assesses property valuation movements compared to the valuation report from the prior period; and iii) holds discussions with the independent appraisers.
Changes in Level 2 and 3 fair values, if any, are analyzed at each reporting date during the valuation discussions between the review team and the independent appraisers. The Board of Directors ultimately approves the fair value calculation for recording into the Financial Statements.
| F-51 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
During the annual investment property valuation process carried out in previous years, the following circumstances were identified, among other aspects: i) entry into force of the modifications in the urban planning code of the Autonomous City of Buenos Aires (CABA) with the new urban code law sanctioned in November 2020 and which entered into force in February 2021 modifying approximately one third of the current code, ii) new construction potential, iii) consolidation of new paradigms of the sector imposed by the pandemic, the general economic situation and the situation of the real estate sector that make technical, legal or economically viable buildable potentials or surpluses for alternative uses of the entire portfolio of properties.
In this sense, the shopping malls were the most affected by the aforementioned circumstances, taking into account the size of their plots and their unique and strategic locations, considering an alternative potential realization market.
The impact of the pandemic and the long-term closure of shopping malls led to a reconsideration of the possibility of mixed uses in the buildable potentials of such shopping malls, seeking a new centrality and enhancing the attractiveness in replacement of anchor stores.
On the other hand, the analysis of opening towards its surroundings and the generation of open spaces produced a new distribution of the value of the existing square meters, producing a change of focus on how to maximize said surplus square meters.
This led to reevaluate the analysis of the value of surplus square meters that were potentially marketable, (being that historically they were the most profitable), to reconvert them to other complementary uses. The buildable potentials analyzed have unique, irreplaceable locations, with high potentials, feasible realization and very attractive from an economic point of view. As a data, the value of construction during 2020 improved the relationship of the construction cost and its future sale speculation of square meters.
The identified buildable potentials are included in the value of the investment property based on the methodology established for other Level 2 properties:
1. Patio Bullrich, CABA
2. Alto Palermo, CABA
3. Córdoba Shopping, Córdoba
4. Alto Rosario, Rosario, Santa Fe.
5. Beruti 3345/47, CABA.
Valuation techniques used for the estimation of fair value of the investment property
The Group has defined valuation techniques according to the characteristics of each property and the type of market in which these assets are located, in order to maximize the use of observable information available for the determination of fair value.
For the Shopping Malls operated by the Group there is no liquid market for the sale of properties with these characteristics that can be taken as a reference of value. Likewise, the Shopping Malls, a business whose revenue is denominated in Argentine Pesos, are highly related to the fluctuation of macroeconomic variables in Argentina, the purchasing power of individuals, the economic cycle of Gross Domestic Product (GDP) growth, the evolution of inflation, among others. Consequently, the methodology adopted by the Group for the valuation of Shopping Malls is the discounted cash flow model (“DCF”), which allows the volatility of the Argentine economy to be taken into account and its correlation with the revenue streams of the Malls and the inherent risk of the Argentine macroeconomy. The DCF methodology contemplates the use of certain unobservable valuation assumptions, which are determined reliably based on the information and internal sources available at the date of each measurement. These assumptions mainly include the following:
| · | Future projected income flow based on the current locations, type and quality of the properties, supported by the rental contracts that the Company has signed with its tenants. Because the Company's income arises from the higher value between a Minimum Insured Fixed Value (“VMA”) and a percentage of the sales of the tenants in each Shopping Mall, estimates of the evolution of GDP and Inflation of the Argentine economy provided by external consultants to estimate the evolution of tenant sales, which present a high correlation with these macroeconomic variables. Said macroeconomic projections were contrasted with the projections prepared by the International Monetary Fund (“IMF”), the Organization for Economic Cooperation and Development (“OECD”) and with the Market Expectations Survey (“REM”), which consists of a survey prepared by the Central Bank of the Argentine Republic (“BCRA”) aimed at local and foreign specialized analysts in order to allow a systematic monitoring of the main macroeconomic forecasts in the short and medium term on the evolution of the Argentine economy. |
| F-52 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
| · | The income from all Shopping Malls was considered to grow with the same elasticity in relation to the evolution of the GDP and the projected inflation. The specific characteristics and risks of each Shopping Mall are captured through the use of the historical average EBITDA Margin of each of them. |
| · | Cash flows from future investments, expansions or improvements in Shopping Mall were not contemplated. |
| · | Terminal value: a perpetuity calculated from the cash flow of the last year of useful life was considered. |
| · | The cash flow for concessions was projected until the termination date of the concession stipulated in the current contract. |
| · | Given the prevailing inflationary context and the volatility of certain macroeconomic variables, a reference long term interest rate in Argentine Pesos is not available to discount the projected cash flows from shopping malls. Consequently, the projected cash flows were dollarized through the future ARS / US$ exchange rate curve provided by an external consultant, which are contrasted to assess their reasonableness with those of the IMF, OECD, REM and the On-shore Exchange Rate Futures Market (ROFEX). Finally, dollarized cash flows were discounted with a long-term dollar rate, the weighted average capital cost rate (“WACC”), for each valuation date. |
| · | The estimation of the WACC discount rate was determined according to the following components: |
| a) | United State Governments Bonds risk-free rate; |
| b) | Industry beta, considering comparable companies from the United States, Brazil, Chile and Mexico, in order to contemplate the Market Risk on the risk-free rate; |
| c) | Argentine country risk considering the EMBI + Index; and |
| d) | Cost of debt and capital structure, considering that information available from the Argentine corporate market (“blue chips”) was determined as a reference, since sovereign bonds have a history of defaults. Consequently, and because IRSA, based on its representativeness and market share represents the most important entity in the sector, we have taken its indicators to determine the discount rate. |
Due to the debt restructuring carried out during the last fiscal year, which affected the composition of the group's capital structure, the use of two different discount rates was introduced in the valuation of our shopping malls: one for the flows discount and another for perpetuity. Unlike the previous closing where a single discount rate was used. Here is the difference between the two:
| · | Discounted cash flow rate: considers the capital structure resulting from the debt restructuring. |
| · | Discount perpetuity rate: considers a market capital structure, based on comparable companies. |
The introduction of the normalized rate in perpetuity is due to the fact that we consider that the relationship between debt and capital would tend to normalize in the long term.
For offices, other rental properties, plot of lands and buildable potentials the valuation was determined using transactions of comparable market assets, since the market for offices and land banks in Argentina is liquid and has market transactions that can be taken as reference. These values are adjusted to reflect differences in key attributes such as location, property size and quality of interior fittings (incidence adjustments). The most significant input to the comparable market approach is the price per square meter that derives from the supply and demand in force in the market at each valuation date.
Since September 2019, the real estate market has faced certain changes in terms of its operation as a consequence of the implementation of regulations applicable to the foreign exchange market. In general terms, the measure adopted on September 1, 2019 by the BCRA sets forth that exporters of goods and services should settle foreign currency from abroad in the local exchange market 5 days after the collection of such funds, at the latest. Furthermore, it provides that legal entities residing in Argentina may buy foreign currency without restrictions for imports or payments of debts on the maturity date thereof, although they shall apply for the BCRA´s prior authorization for the purposes of: buying foreign currency in order to form external assets, prepaying debts, making remittances of profits and dividends abroad or transferring funds abroad. Likewise, pursuant to such regulations, access to the market by natural persons for the purchase of dollars was restricted. Afterwards, the BCRA implemented stricter measures, further limiting access to the foreign exchange market (see Note 35).
From the previous year, it is observed that the purchase and sales transactions for office buildings may be settled in Argentine Pesos (by using an implicit foreign exchange rate higher than the official one) or in dollars. Consequently, the most probable scenario is that any sale of office buildings/reserves be settled in Argentine Pesos at an implicit foreign exchange rate higher than the official one. This is evidenced by the transactions consummated by the Group prior to and after the closing of these Consolidated Financial Statements. Therefore, the Group has valued its office buildings, land reserves and buildable potentials in Argentine Pesos at the end of the year considering the situation described above, considering an implicit exchange rate higher than the official one.
| F-53 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
In certain situations, it is complex to determine reliably the fair value of developing properties. In order to assess whether the fair value of a developing property can be determined reliably, management considers the following factors, among others:
| · | The provisions of the construction contract. |
| · | The stage of completion. |
| · | Whether the project / property is standard (typical for the market) or non-standard. |
| · | The level of reliability of cash inflows after completion. |
| · | The specific development risk of the property. |
| · | Previous experience with similar constructions. |
| · | Status of construction permits. |
There were no changes in the valuation techniques during the year.
The following table presents information regarding the fair value measurements of investment properties using significant unobservable inputs (Level 3):
|
|
|
|
|
|
|
| 06.30.23 (i) |
|
| 06.30.22 (i) |
|
| 06.30.21 (i) |
| |||||||||||||||
Description |
| Valuation technique |
| Parameters |
| Range fiscal year 2023 / 2022 / 2021 |
| Increase |
|
| Decrease |
|
| Increase |
|
| Decrease |
|
| Increase |
|
| Decrease |
| ||||||
Shopping Malls (Level 3) |
|
| Discount cash flows rate |
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
|
| Discount perpetually rate |
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||||||
|
| Growth rate |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||
|
| Inflation |
| (*) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
|
| Devaluation |
| (*) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| |||||
(*) Fiscal year 2023:
Fiscal year 2021:
(i) Considering an increase or decrease of: 100 points for the discount and growth rate in Argentina, 10% for the incidence and inflation and 10% for the devaluation.
Costa Urbana –former Solares de Santa María– Costanera Sur, Buenos Aires City (IRSA)
On December 21, 2021, it was published the law from Buenos Aires City congress approving the Regulations for the development of the property of approximately 70 hectares, owned by the Company since 1997, previously known as “Solares de Santa María”, located in front of the Río de la Plata in the South Coast of the Autonomous City of Buenos Aires, southeast of Puerto Madero. The published law grants a New Standard, designated: “U73 - Public Park and Costa Urbana Urbanization”, which enables the combination of diverse uses such as homes, offices, retail, services, public spaces, education, and entertainment.
The Company will have a construction capacity of approximately 866,806 square meters, which will drive growth for the coming years through the development of mixed-use projects.
IRSA agreed to give in 50.8 hectares for public use, which represents approximately 71% of the total area of the property to the development of public green spaces and will contribute with three additional lots of the property, two for the Sustainable Urban Development Fund (FODUS) and one for the Innovation Trust, Science and Technology of the Government of the Autonomous City of Buenos Aires, and the sum of USD
In March 2023, Mensura was approved with a proposal for subdivision, fractioning, transfer of streets and public space and we are in the process of deeding the 3 plots and the public park sector that is transferred for consideration.
| F-54 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Likewise, IRSA will be in charge of the infrastructure and road works on the property and will carry out the public space works contributing up to USD 40 million together with the maintenance of the public spaces assigned for
On October 29, 2021, a notification was received in relation to a collective protective petition in relation to the property, in which it was stated that there were annulments that affected the approval process of the Urban Development Agreement (CU). Subsequently, the lawsuit was extended, also challenging issues proposed in the CU. IRSA proceeded to answer the claim on November 12, 2021 requesting the rejection and on March 10, 2022 the court handed down a judgment partially allowing the collective petition, which was appealed by IRSA and the GCBA. On March 6, 2023, the Chamber for Administrative, Tax and Consumer Relations Litigation - Room IV resolved to revoke the first instance ruling, and consequently reject the lawsuit. Given that said judgment was not appealed, the case has concluded and to date, IRSA does not have any judicial process in progress related to the Costa Urbana project.
“Costa Urbana” will change the landscape of Buenos Aires City, giving life to an undeveloped area and will be in an exceptional property due to its size, location and connectivity, providing the City the possibility of expanding and recovering access to the Río de la Plata coast with areas for walks, recreation, green spaces, public parks and mixed uses.
10. Property, plant and equipment
Changes in the Group’s property, plant and equipment for the years ended June 30, 2023 and 2022 were as follows:
|
| Buildings and facilities |
|
| Machinery and equipment |
|
| Others (i) |
|
| Total |
| ||||
Net book amount at the June 30, 2021 |
|
| 13,493 |
|
|
| 599 |
|
|
|
|
|
| 14,657 |
| |
Costs |
|
| 25,014 |
|
|
| 8,884 |
|
|
| 2,046 |
|
|
| 35,944 |
|
Accumulated depreciation |
|
| (11,521 | ) |
|
| (8,285 | ) |
|
| (1,481 | ) |
|
| (21,287 | ) |
Balances at June 30, 2021 |
|
|
|
|
|
|
|
| 565 |
|
|
|
| |||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Currency translation adjustment |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Transfers |
|
|
|
|
|
|
|
| - |
|
|
|
| |||
Depreciation charges (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at the June 30, 2022 |
|
|
|
|
|
|
|
| 479 |
|
|
|
| |||
Costs |
|
| 28,833 |
|
|
| 9,033 |
|
|
| 2,044 |
|
|
| 39,910 |
|
Accumulated depreciation |
|
| (12,596 | ) |
|
| (8,524 | ) |
|
| (1,565 | ) |
|
| (22,685 | ) |
Balances at June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
| - |
|
|
| - |
|
|
| ( | ) |
|
| ( | ) |
Transfers |
|
| ( | ) |
|
|
|
|
| - |
|
|
| ( | ) | |
Depreciation charges (ii) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at the June 30, 2023 |
|
|
|
|
| 495 |
|
|
| 462 |
|
|
|
| ||
Costs |
|
| 22,729 |
|
|
| 9,289 |
|
|
| 2,111 |
|
|
| 34,129 |
|
Accumulated depreciation |
|
| (13,538 | ) |
|
| (8,794 | ) |
|
| (1,649 | ) |
|
| (23,981 | ) |
Balances at June 30, 2023 |
|
| 9,191 |
|
|
|
|
|
|
|
|
|
| |||
(i) | Includes furniture and fixtures and vehicles. |
(ii) | As of June 30, 2023 and 2022, depreciation charges of property, plant and equipment were recognized: ARS |
11. Trading properties
Changes in the Group’s trading properties for the fiscal years ended June 30, 2023 and 2022 were as follows:
|
| Completed properties |
|
| Properties under development (i) |
|
| Undeveloped sites |
|
| Total |
| ||||
At June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
At June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Transfers |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Disposals |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
At June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| F-55 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| June 30, 2023 |
|
| June 30, 2022 |
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(i) | Includes Zetol and Vista al Muelle plots of land, which have been mortgaged to secure Group's borrowings. The net book value amounted to ARS |
12. Intangible assets
Changes in the Group’s intangible assets for the years ended June 30, 2023 and 2022 were as follows:
|
| Goodwill |
|
| Information systems and software |
|
| Future units to be received from barters and others |
|
| Total |
| ||||
Balance at June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
|
|
|
| 2,788 |
|
|
| 8,373 |
|
|
| 11,637 |
| |
Accumulated amortization |
|
|
|
|
| (2,065 | ) |
|
| (1,089 | ) |
|
| (3,154 | ) | |
Net book amount at June 30, 2021 |
|
|
|
|
| 723 |
|
|
|
|
|
| 8,483 |
| ||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Impairment |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Amortization charges (i) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Balance at June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Accumulated amortization |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Net book amount at June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
| 7,284 |
| |||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposals |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Transfers |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Amortization charges (i) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Balance at June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Costs |
|
| 476 |
|
|
|
|
|
|
|
|
|
| |||
Accumulated amortization |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net book amount at June 30, 2023 |
|
| 476 |
|
|
| 250 |
|
|
| 7,219 |
|
|
| 7,945 |
|
(i) | Amortization charge was recognized in the amount of ARS |
13. Right-of-use assets
Below is the composition of the Group´s right-of-use assets as of June 30, 2023 and 2022:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Offices, shopping malls and other rental properties |
|
|
|
|
|
| ||
Machinery and equipment |
|
|
|
|
|
| ||
Convention center |
|
|
|
|
|
| ||
Total Right-of-use assets |
|
|
|
|
|
| ||
Non-current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Changes in the Group´s right-of-use assets during the fiscal years ended June 30, 2023 and 2022, were as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Additions |
|
|
|
|
|
| ||
Depreciation charges |
|
| ( | ) |
|
| ( | ) |
Total |
|
|
|
|
|
| ||
| F-56 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Depreciation charge for right-of-use assets is detailed below:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Offices, shopping malls and other rental properties |
|
|
|
|
|
| ||
Machinery and equipment |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total depreciation of right-of-use assets (i) |
|
|
|
|
|
| ||
(i) | As of June 30, 2023, depreciation charges were recognized as follows: ARS |
Other charges to income related to right-of-use assets were as follows:
|
| June 30, 2023 |
|
| June 30, 2022 |
| ||
Lease liabilities interests |
|
| ( | ) |
|
| ( | ) |
Results from short-term leases |
|
| ( | ) |
|
| ( | ) |
14. Financial instruments by category
The following note presents the financial assets and financial liabilities by category and a reconciliation to the corresponding line in the Consolidated Statement of Financial Position, as appropriate. Since the line items “Trade and other receivables” and “Trade and other payables” contain both financial instruments and non-financial assets or liabilities (such as prepayments, trade receivables, trade payables in-kind and tax receivables and payables), the reconciliation is shown in the columns headed “Non-financial assets” and “Non-financial liabilities”. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy.
IFRS 9 defines the fair value of a financial instrument as the amount for which an asset could be exchanged, or a financial liability settled, between knowledgeable, willing parties in an arm’s length transaction. All financial instruments recognized at fair value are allocated to one of the valuation hierarchy levels of IFRS 7. This valuation hierarchy provides for three levels.
In the case of Level 1, valuation is based on quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company can refer to at the date of valuation. In the case of Level 2, fair value is determined by using valuation methods based on inputs directly or indirectly observable in the market. If the financial instrument concerned has a fixed contract period, the inputs used for valuation must be observable for the whole of this period. In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no market data is available. The inputs used reflect the Group’s assumptions regarding the factors which market players would consider in their pricing.
The Group’s Finance Division has a team in place in charge of estimating the valuation of financial assets required to be reported in the Consolidated Financial Statements, including the fair value of Level-3 instruments. The team directly reports to the Chief Financial Officer ("CFO"). The CFO and the valuation team discuss the valuation methods and results upon the acquisition of an asset and, as of the end of each reporting period.
According to the Group’s policy, transfers among the several categories of valuation are recognized when occurred, or when there are changes in the prevailing circumstances requiring the transfer.
| F-57 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Financial assets and financial liabilities as of June 30, 2023 are as follows:
|
| Financial assets at amortized cost |
|
| Financial assets at fair value through profit or loss |
|
| Subtotal financial assets |
|
| Non-financial assets |
|
| Total |
| |||||||||
|
|
|
|
| Level 1 |
|
| Level 2 |
|
|
|
|
|
|
|
|
|
| ||||||
June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Assets as per Statements of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investments in financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Public companies’ securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Cash at bank and on hand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| Financial liabilities at amortized cost |
|
| Financial liabilities at fair value through profit or loss |
|
| Subtotal financial liabilities |
|
| Non-financial liabilities |
|
| Total |
| |||||||||
|
|
|
|
| Level 1 |
|
| Level 2 |
|
|
|
|
|
|
|
|
|
| ||||||
June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Liabilities as per Statements of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other payables (Note 18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings (Note 20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Bond futures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Financial assets and financial liabilities as of June 30, 2022 were as follows:
|
| Financial assets at amortized cost |
|
| Financial assets at fair value through profit or loss |
|
| Subtotal financial assets |
|
| Non-financial assets |
|
| Total |
| |||||||||
|
|
|
|
| Level 1 |
|
| Level 2 |
|
|
|
|
|
|
|
|
|
| ||||||
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Assets as per Statements of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investments in financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Public companies’ securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Cash at bank and on hand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
- Short term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| F-58 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| Financial liabilities at amortized cost |
|
| Financial liabilities at fair value through profit or loss |
|
| Subtotal financial liabilities |
|
| Non-financial liabilities |
|
| Total |
| |||||||||
|
|
|
|
| Level 1 |
|
| Level 2 |
|
|
|
|
|
|
|
|
|
| ||||||
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Liabilities as per Statements of Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other payables (Note 18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Borrowings (Note 20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(i) The fair value of financial assets and liabilities at their amortized cost does not differ significantly from their book value, except for borrowings (Note 20).
The following are details of the book value of financial instruments recognized, which were offset in the statements of financial position:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||||||||||||||||
|
| Gross amounts recognized |
|
| Gross amounts offset |
|
| Net amount presented |
|
| Gross amounts recognized |
|
| Gross amounts offset |
|
| Net amount presented |
| ||||||
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income, expense, gains and losses on financial instruments can be assigned to the following categories:
|
| Financial assets / liabilities at amortized cost |
|
| Financial assets / liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2023 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Interest expense |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Interest expense on lease liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange gains, net |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of NCN |
|
|
|
|
|
|
|
|
| |||
Fair value gain on financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating credits |
|
|
|
|
|
|
|
|
| |||
Gain on derivative financial instruments, net |
|
|
|
|
|
|
|
|
| |||
Other finance costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total financial instruments (i) |
|
| ( | ) |
|
|
|
|
|
| ||
|
| Financial assets / liabilities at amortized cost |
|
| Financial assets / liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2022 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Interest expense |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Interest expense on lease liabilities |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
Foreign exchange gains, net |
|
|
|
|
|
|
|
|
| |||
Gain from repurchase of NCN |
|
|
|
|
| - |
|
|
|
| ||
Fair value gain on financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating credits |
|
|
|
|
|
|
|
|
| |||
Gain on derivative financial instruments, net |
|
|
|
|
|
|
|
|
| |||
Other finance costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total financial instruments (i) |
|
|
|
|
|
|
|
|
| |||
| F-59 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| Financial assets / liabilities at amortized cost |
|
| Financial assets / liabilities at fair value through profit or loss |
|
| Total |
| |||
June 30, 2021 |
|
|
|
|
|
|
|
|
| |||
Interest income |
|
|
|
|
|
|
|
|
| |||
Interest expense |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Interest expense on lease liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Foreign exchange gains, net |
|
|
|
|
|
|
|
|
| |||
Dividend income |
|
|
|
|
|
|
|
|
| |||
Loss from repurchase of NCN |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Fair value gain on financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating credits |
|
|
|
|
|
|
|
|
| |||
Loss on derivative financial instruments, net |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Other finance costs |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total financial instruments (i) |
|
|
|
|
|
|
|
|
| |||
(i) | Included within “Financial results, net“ in the Consolidated Statement of Income and Other Comprehensive Income, with the exception of interest and discount generated by operating assets, which are included within "Other operating results, net". |
The following table presents the changes in Level 3 financial instruments as of June 30, 2022 and 2021:
|
| Investments in financial assets - Others |
|
| Total |
| ||
Balances at June 30, 2021 |
|
|
|
|
|
| ||
Currency translation adjustment |
|
| ( | ) |
|
| ( | ) |
Write off |
|
| ( | ) |
|
| ( | ) |
Gain for the year (i) |
|
|
|
|
|
| ||
Balances at June 30, 2022 (ii) |
|
|
|
|
|
| ||
(i) | Included within “Financial results, net” in the Consolidated Statement of Income and Other Comprehensive Income. |
(ii) | During the year ended June 30, 2023 there were no changes in Level 3 financial instruments. |
During the fiscal year ended June 30, 2023 and 2022, there were no transfers between levels of hierarchy of the fair value. When there are no quoted prices available in an active market, fair values (especially derivative instruments) are based on recognized valuation methods. The Group uses a range of valuation models for the measurement of Level 2 and Level 3 instruments, details of which may be obtained from the following table.
Description |
| Pricing model / method |
| Parameters |
| Fair value hierarchy |
| Range |
| |
|
|
| Level 2 |
|
|
| ||||
As of June 30, 2023, there are no changes in economic or business circumstances that affect the fair value of the Group's financial assets and liabilities that were not considered in the fair value estimation.
15. Trade and other receivables
Group’s trade and other receivables as of June 30, 2023 and 2022 were as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Sale, leases and services receivables |
|
|
|
|
|
| ||
Less: Allowance for doubtful accounts |
|
| ( | ) |
|
| ( | ) |
Total trade receivables |
|
|
|
|
|
| ||
Borrowings, deposits and others |
|
|
|
|
|
| ||
Advances to suppliers |
|
|
|
|
|
| ||
Tax receivables |
|
|
|
|
|
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Long-term incentive plan |
|
|
|
|
|
| ||
Dividends |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total other receivables |
|
|
|
|
|
| ||
Total trade and other receivables |
|
|
|
|
|
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
| F-60 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Book amounts of Group's trade and other receivables in foreign currencies are detailed in Note 32.
The fair value of current receivables approximates their respective carrying amounts because, due to their short-term nature, the effect of discounting is not considered significant.
Trade accounts receivables are generally presented in the Consolidated Statement of Financial Position net of allowances for doubtful accounts. Impairment policies and procedures by type of receivables are discussed in detail in Note 2. Movements on the Group’s allowance for doubtful accounts were as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Beginning of the year |
|
|
|
|
|
| ||
Additions (i) |
|
|
|
|
|
| ||
Recovery (i) |
|
| ( | ) |
|
| ( | ) |
Currency translation adjustment |
|
|
|
|
|
| ||
Receivables written off during the year as uncollectible |
|
|
|
|
| ( | ) | |
Inflation adjustment |
|
| ( | ) |
|
| ( | ) |
End of the year |
|
|
|
|
|
| ||
(i) The creation and release of the provision for impaired receivables have been included in “Selling expenses” in the Consolidated Statement of Income and Other Comprehensive Income (Note 24).
The Group’s trade receivables comprise several classes. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables (see Note 5). The Group also has receivables from related parties neither of them is due nor impaired.
Due to the distinct characteristics of each type of receivables, an aging analysis of past due unimpaired and impaired receivables is shown by type and class, as of June 30, 2023 and 2022 (a column of non-past due receivables is also included so that the totals can be reconciled with the amounts appearing on the Consolidated Statement of Financial Position):
|
| Past due |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
| Up to 3 months |
|
| From 3 to 6 months |
|
| Over 6 months |
|
| Non-past due |
|
| Impaired |
|
| Total |
|
| % of representation |
| |||||||
Leases and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Consumer financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Sale of properties and developments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Total as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leases and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Consumer financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Sale of properties and developments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
Total as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % | |||||||
| F-61 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
16. Cash flow information
Following is a detailed description of cash flows generated by the Group’s operations for the years ended June 30, 2023, 2022 and 2021:
|
| Note |
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| ||||
Profit / (loss) for the year |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Profit for the year from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Income tax |
|
| 21 |
|
|
| ( | ) |
|
|
|
|
|
| ||
Amortization and depreciation |
|
| 24 |
|
|
|
|
|
|
|
|
|
| |||
Loss from disposal of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss / (gain) from fair value adjustment of investment properties |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||
Impairment of others assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Realization of currency translation adjustment |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Gain from disposal of associates |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Gain from disposal of trading properties |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||
Financial results, net |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Provisions and allowances |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Share of loss / (profit) of associates and joint ventures |
|
| 8 |
|
|
| ( | ) |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
(Increase) / decrease in inventories |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
Decrease / (increase) in trading properties |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
(Increase) / decrease in trade and other receivables |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| |
(Decrease) / increase in trade and other payables |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |
Increase in salaries and social security liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Decrease in provisions |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net cash generated by / (used in) continuing operating activities before income tax paid |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Net cash generated by discontinued operating activities before income tax paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash generated by operating activities before income tax paid |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
The following table shows balances incorporated as result of business combination or deconsolidation of subsidiaries:
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2021 |
| |||
Investment properties |
|
|
|
|
|
|
|
|
| |||
Property, plant and equipment |
|
|
|
|
|
|
|
|
| |||
Trading properties |
|
|
|
|
|
|
|
|
| |||
Intangible assets |
|
|
|
|
|
|
|
|
| |||
Investments in associates and joint ventures |
|
|
|
|
|
|
|
|
| |||
Deferred income tax assets |
|
|
|
|
|
|
|
|
| |||
Restricted assets |
|
|
|
|
|
|
|
|
| |||
Income tax and MPIT credit |
|
|
|
|
|
|
|
|
| |||
Trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Right-of-use assets |
|
|
|
|
|
|
|
|
| |||
Investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Derivative financial instruments |
|
|
|
|
|
|
|
|
| |||
Inventories |
|
|
|
|
|
|
|
|
| |||
Group of assets held for sale |
|
|
|
|
|
|
|
|
| |||
Borrowings |
|
|
|
|
|
|
|
| ( | ) | ||
Lease liabilities |
|
|
|
|
|
|
|
| ( | ) | ||
Deferred income tax liabilities |
|
|
|
|
|
|
|
| ( | ) | ||
Trade and other payables |
|
|
|
|
|
|
|
| ( | ) | ||
Provisions |
|
|
|
|
|
|
|
| ( | ) | ||
Employee benefits |
|
|
|
|
|
|
|
| ( | ) | ||
Derivative financial instruments |
|
|
|
|
|
|
|
| ( | ) | ||
Salaries and social security liabilities |
|
|
|
|
|
|
|
| ( | ) | ||
Group of liabilities held for sale |
|
|
|
|
|
|
|
| ( | ) | ||
Income tax expense |
|
|
|
|
|
|
|
| ( | ) | ||
Net value of deconsolidated assets that do not affect cash |
|
|
|
|
|
|
|
| ( | ) | ||
Cash and cash equivalents |
|
|
|
|
|
|
|
| ( | ) | ||
Non-controlling interest |
|
|
|
|
|
|
|
| ( | ) | ||
Net value of deconsolidated assets |
|
|
|
|
|
|
|
| ( | ) | ||
| F-62 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following table shows a detail of significant non-cash transactions occurred in the years ended June 30, 2023, 2022 and 2021:
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Increase of trading properties through an increase in borrowings |
|
|
|
|
|
|
|
|
| |||
Increase of intangible assets through an increase of trade and other payables |
|
|
|
|
|
|
|
|
| |||
Distribution of dividends in shares |
|
|
|
|
|
|
|
|
| |||
Increase in non-convertible notes through a decrease in non-convertible notes |
|
|
|
|
|
|
|
|
| |||
Decrease of property, plant and equipment through an increase of tax receivables and tax payables |
|
|
|
|
|
|
|
|
| |||
Increase in investment properties through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase of investment properties through an increase of borrowings |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through a decrease in investment in associates |
|
|
|
|
|
|
|
|
| |||
Currency translation adjustment |
|
|
|
|
|
|
|
|
| |||
Increase in investment properties under barter agreements |
|
|
|
|
|
|
|
|
| |||
Payment of non-convertible notes |
|
|
|
|
|
|
|
|
| |||
Decrease in lease liabilities through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through an increase in property, plant and equipment |
|
|
|
|
|
|
|
|
| |||
Decrease in property, plant and equipment through an increase in investment properties |
|
|
|
|
|
|
|
|
| |||
Decrease in property, plant and equipment through an increase in revaluation surplus |
|
|
|
|
|
|
|
|
| |||
Decrease in revaluation surplus through an increase in deferred income tax liabilities |
|
|
|
|
|
|
|
|
| |||
Increase in intangible assets through an increase salaries and social security liabilities |
|
|
|
|
|
|
|
|
| |||
Increase in investments in associates through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in borrowings through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in associates and joint ventures through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Increase in investments in associates and joint ventures through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Capital contributions from non-controlling interest through a decrease of borrowings |
|
|
|
|
|
|
|
|
| |||
Capital contributions from non-controlling interest through an increase in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease of trading properties through an increase in intangible assets |
|
|
|
|
|
|
|
|
| |||
Decrease in investments in financial assets through a decrease in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Decrease in dividends receivables through an increase in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in Shareholders’ Equity through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in investment properties through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Decrease in Shareholders’ Equity through a decrease in investments in financial assets |
|
|
|
|
|
|
|
|
| |||
Increase in right-of-use assets through a decrease in lease liabilities |
|
|
|
|
|
|
|
|
| |||
Increase of investments in financial assets through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease of intangible assets through an increase in investment properties |
|
|
|
|
|
|
|
|
| |||
Decrease of intangible assets through an increase in trading properties |
|
|
|
|
|
|
|
|
| |||
Increase of investment properties through a decrease in trade and other receivables |
|
|
|
|
|
|
|
|
| |||
Decrease in Shareholders’ Equity through an increase in trade and other payables |
|
|
|
|
|
|
|
|
| |||
Increase of investment properties through a decrease in trading properties |
|
|
|
|
|
|
|
|
| |||
Decrease in borrowings through a decrease in trading properties |
|
|
|
|
|
|
|
|
| |||
17. Shareholders’ Equity
Share capital and share premium
The share capital of the Group is represented by common shares with a nominal value of ARS
On April 12, 2021, the Company announced the launch of its public offering of shares for up to
The
Likewise,
The Company received all the funds in the amount of USD
By Extraordinary Shareholders’ Meeting dated December 22, 2021, an increase of the capital stock of the company was approved, as a result of the merger by absorption with IRSA Propiedades Comerciales S.A. in the amount of ARS 152,158,215 through the issuance of
| F-63 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
By Extraordinary Shareholders’ Meeting dated April 27, 2023, an increase of the capital stock of the company was approved to the sum of ARS
As of June 30, 2023, the total number of shares issued by the Company amounts to
Treasury shares
On July 12, 2022, the Board of Directors extended, for a period of 120 (one hundred twenty) days from the day following the publication date of the information in the Daily Bulletin of the Buenos Aires Stock Exchange (“BCBA”), the share buyback program that was approved by resolution of the management body on March 11, 2022. The remaining terms and conditions set for the acquisition of the company's shares, which were duly communicated to the investing public, remain in effect.
On September 21, 2022,
On June 15, 2023, the Board of Directors of IRSA approved a new program for the repurchase of securities issued by the Company and established the terms and conditions for the acquisition of its own shares, under the terms of Article 64 of Law No. 26,831 and the regulations of the CNV. This is for up to a maximum amount of ARS
During the current fiscal year, the Company acquired 1,263,435 ordinary shares (N.V. ARS 1 per share) for a total of ARS 506 million, representing 10.11% of the program approved on June 15, 2023. The amounts are expressed in the currency at the time of acquisition. As of the issuance date of these consolidated financial statements, no deadline has been set for the disposal of the acquired shares.
Inflation adjustment of share capital and treasury shares
The inflation adjustment related to share capital is allocated to an inflation adjustment account that forms part of shareholders' equity. The balance of this account could be applied only towards the issuance of common stock to shareholders of the Company.
| F-64 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Warrants
Common stock purchase options (warrants), issued by IRSA with common shares during the fiscal year and treated as equity instruments, are recorded as a separate component of the equity and are measured at cost; represented by fair value on the issue date using the Black-Scholes pricing model, which incorporates certain inputs assumptions, including shares price and volatility, risk-free interest rate, and warrant maturity.
At the time of the exercise of the warrants by the holders, the warrants are transferred to share capital for the nominal value of the issued shares and the difference with the product is recognized in the share premium.
Legal reserve
Special reserve Resolution CNV 609/12 - Retained earnings
The CNV, through General Ruling N° 562/9 and 576/10, has provided for the application of Technical Resolutions N° 26 and 29 of the FACPCE, which adopt the IFRS, as issued by the IASB, for companies subject to the public offering regime ruled by Law 17,811, due to the listing of their shares or corporate notes, and for entities that have applied for authorization to be listed under the mentioned regime. The Group has applied IFRS, as issued by the IASB, for the first time in the year beginning July 1st, 2012, being its transition date July 1st, 2011. Pursuant to CNV General Ruling N° 609/12, the Company set up a special reserve reflecting the positive difference between the balance of retained earnings disclosed in the first Financial Statements prepared according to IFRS and the balance of retained earnings disclosed in the last Financial Statements prepared in accordance with previously effective accounting standards. The reserve recorded amounted to ARS 395, which as of June 30, 2017 were fully used to absorb the negative balances in the retained earnings account. During the fiscal year ended June 30, 2017, the Company’s Board of Directors decided to change the accounting policy of investment property from the cost method to the fair value method, as allowed by IAS 40.
Special reserve
The Ordinary and Extraordinary General Meeting of Shareholders on October 31, 2017 constituted a special reserve which was subsequently utilized to absorb losses and as of June 30, 2023 amounts to ARS
Additional paid-in capital from treasury shares
Upon sale of treasury shares, the difference between the net realizable value of the treasury shares sold and the acquisition cost will be recognized, whether it is a gain or a loss, under the non-capitalized contribution account and will be known as “Treasury shares trading premium”.
Dividends
On October 26, 2020, our shareholders held an Ordinary and Extraordinary Meeting and approved an in kind dividend distribution equivalent to ARS 484 million (representative of ARS 0.84 per share) and payable in shares of IRSA CP. Our shareholders decided to consider IRSA CP’s quoted price per share as of October 23, 2020, which amounted to ARS 320 per share. Pursuant to that shareholders’ decision, we distributed
During the fiscal year ended June 30, 2022 there was no distribution of dividends.
| F-65 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
On October 28, 2022 and April 27, 2023, our shareholders held an Ordinary and Extraordinary Meeting and approved the pay of dividends to ARS
The amounts are expressed in currency defined as approved by the Ordinary and Extraordinary Shareholders' Meeting.
18. Trade and other payables
Group’s trade and other payables as of June 30, 2023 and 2022 were as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Customers´ advances (*) |
|
|
|
|
|
| ||
Trade payables |
|
|
|
|
|
| ||
Accrued invoices |
|
|
|
|
|
| ||
Admission fees (*) |
|
|
|
|
|
| ||
Other income to be accrued |
|
|
|
|
|
| ||
Tenant deposits |
|
|
|
|
|
| ||
Total trade payables |
|
|
|
|
|
| ||
Taxes payable |
|
|
|
|
|
| ||
Other payables |
|
|
|
|
|
| ||
Total other payables |
|
|
|
|
|
| ||
Total trade and other payables |
|
|
|
|
|
| ||
Non-current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(*) Corresponds mainly to admission rights and rents collected in advance, which will accrue in an average term of
The fair value of payables approximates their respective carrying amounts because, due to their short-term nature, the effect of discounting is not considered significant. Fair values are based on discounted cash flows (Level 3).
19. Provisions
The Group is subject to claims, lawsuits and other legal proceedings in the ordinary course of business, including claims from clients where a third party seeks reimbursement or damages. The Group’s responsibility under such claims, lawsuits and legal proceedings cannot be estimated with certainty. From time to time, the status of each major issue is evaluated and its potential financial exposure is assessed. If the potential loss involved in the claim or proceeding is deemed probable and the amount may be reasonably estimated, a liability is recorded. The Group estimates the amount of such liability based on the available information and in accordance with the provisions of the IFRS. If additional information becomes available, the Group will make an evaluation of claims, lawsuits and other outstanding proceedings, and will revise its estimates.
The following table shows the movements in the Group's provisions categorized by type:
|
| Legal claims |
|
| Investments in associates and joint ventures (ii) |
|
| Total |
| |||
As of 06.30.21 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Share of profit of associates |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Recovery (i) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of 06.30.22 |
|
|
|
|
|
|
|
|
| |||
Additions (i) |
|
|
|
|
|
|
|
|
| |||
Share of profit of associates |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Recovery (i) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Used during the year |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
As of 06.30.23 |
|
|
|
|
|
|
|
|
| |||
| F-66 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Non-Current |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(i) | Additions and recoveries are included in "Other operating results, net". As of June 30, 2023, includes the provision for the IDBD demand. |
(ii) | Corresponds to the equity interest in Puerto Retiro in 2022 and 2021. Additions and recoveries are included in "Share of profit / (loss) of associates and joint ventures". |
IDBD
As indicated in Note 1. to these Consolidated Financial Statements, the Group lost control of IDBD on September 25, 2020.
On September 21, 2020, IDBD filed a lawsuit against Dolphin Netherlands B.V. (“Dolphin BV”) and IRSA before the Tel-Aviv Jaffa District Court (civil case no. 29694-09-20). The amount claimed by IDBD is NIS 140 million, alleging that Dolphin BV and IRSA breached an alleged legally binding commitment to transfer to IDBD 2 installments of NIS 70 million. On December 24, 2020, and following approval by the insolvency court, the IDBD trustee filed a motion to dismiss the claim, maintaining the right as IDBD trustee, to file a new inter alia claim in the same matter, after conduct an investigation into the reasons for IDBD's insolvency. On December 24, 2020, the court entered a judgment to dismiss the claim as requested. On October 31, 2021, the Insolvency Commissioner notified that he did not oppose the motion, and on that same date, the court affirmed the motion initiated by the trustee of IDBD.
On December 26, 2021 IDBD filed the lawsuit against Dolphin BV and IRSA for the sum of NIS 140 million.
On January 30, 2023, a copy of the lawsuit was sent to us and we evaluated the legal defense alternatives for the company's interests.
On May 9, 2023, two filings were made by Dolphin BV and IRSA for the purpose of reversing the decision of the Tel-Aviv Jaffa District Court regarding the manner in which the lawsuits were made, the law and the jurisdiction applicable. The following day, the Court granted a period of 20 days for IDBD to respond to the presentations made by Dolphin BV and IRSA and set a hearing for June 29, 2023.
On May 30, 2023, IDBD made a presentation to answer the arguments raised by IRSA and Dolphin BV in their briefs.
On June 29, 2023, the hearing set by the Court took place, where the parties had the opportunity to explain the arguments raised in their briefs. The Court would be in a position to issue a verdict regarding the statements made on the way in which the notification of the lawsuits was made, the law and applicable jurisdiction.
Based on the review of the commitments and the analysis of the Company's lawyers, the sum of NIS 80 million, equivalent to ARS 5,536 million, are provisioned in these consolidated financial statements.
20. Borrowings
The breakdown and the fair value of the Group borrowings as of June 30, 2023 and 2022 was as follows:
|
| Book value |
|
| Fair value |
| ||||||||||
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||
NCN |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank loans and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank overdrafts |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Loans with non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| F-67 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
As of June 30, 2023 and 2022, total borrowings include collateralized liabilities (seller financing, leases and bank loans) of ARS
The terms of the loans include standard covenants for this type of financial operations. As of the date of these Consolidated Financial Statements, the Group has complied with the covenants contemplated in its respective loan agreements.
The maturity of the Group's borrowings is as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Capital |
|
|
|
|
|
| ||
Less than 1 year |
|
|
|
|
|
| ||
Between 1 and 2 years |
|
|
|
|
|
| ||
Between 2 and 3 years |
|
|
|
|
|
| ||
Between 3 and 4 years |
|
|
|
|
|
| ||
Between 4 and 5 years |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Interest |
|
|
|
|
|
|
|
|
Less than 1 year |
|
|
|
|
|
| ||
Between 1 and 2 years |
|
|
|
|
|
| ||
Between 2 and 3 years |
|
|
|
|
|
| ||
Between 3 and 4 years |
|
|
|
|
|
| ||
Between 4 and 5 years |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
The following table shows a breakdown of Group’s borrowing by type of fixed-rate and floating-rate, per currency denomination and per functional currency of the subsidiary that holds the loans for the fiscal years ended June 30, 2023 and 2022.
|
| 06.30.2023 |
| |||||||||
Rate per currency |
| Argentine Peso |
|
| US dollar |
|
| Total |
| |||
Fixed rate: |
|
|
|
|
|
|
|
|
| |||
Argentine Peso |
|
|
|
|
|
|
|
|
| |||
US Dollar |
|
| - |
|
|
|
|
|
|
| ||
Subtotal fixed-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Floating rate: |
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Peso |
|
|
|
|
|
|
|
|
| |||
Subtotal floating-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per analysis |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per Statement of Financial Position |
|
|
|
|
|
|
|
|
| |||
|
| 06.30.2022 |
| |||||||||
Rate per currency |
| Argentine Peso |
|
| US dollar |
|
| Total |
| |||
Fixed rate: |
|
|
|
|
|
|
|
|
| |||
Argentine Peso |
|
|
|
|
|
|
|
|
| |||
US Dollar |
|
| - |
|
|
|
|
|
|
| ||
Subtotal fixed-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Floating rate: |
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Peso |
|
|
|
|
| - |
|
|
|
| ||
US Dollar |
|
| - |
|
|
|
|
|
|
| ||
Subtotal floating-rate borrowings |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per analysis |
|
|
|
|
|
|
|
|
| |||
Total borrowings as per Statement of Financial Position |
|
|
|
|
|
|
|
|
| |||
| F-68 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following describes the debt issuances made by the Group for the years ended June 30, 2023 and 2022:
Entity | Series | Issuance / expansion date | Amount in original currency | Maturity date | Interest | Principal payment | Interest payment |
rate | |||||||
IRSA | Series XIII | USD | |||||
IRSA | Series XIV | USD | |||||
IRSA | Series XV | USD | |||||
IRSA | Series XVI | USD | |||||
IRSA | Series XVII | USD |
The following table shows a detail of evolution of borrowing during the years ended June 30, 2023 and 2022:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Balance at the beginning of the year |
|
|
|
|
|
| ||
Borrowings |
|
|
|
|
|
| ||
Payment of borrowings |
|
| ( | ) |
|
| ( | ) |
Payment of short term loans, net |
|
| ( | ) |
|
| ( | ) |
Interests paid |
|
| ( | ) |
|
| ( | ) |
Accrued interests |
|
|
|
|
|
| ||
Cumulative translation adjustment and exchange differences, net |
|
|
|
|
|
| ||
Inflation adjustment |
|
| ( | ) |
|
| ( | ) |
Reclassifications and other movements |
|
| ( | ) |
|
| ( | ) |
Balance at the end of the year |
|
|
|
|
|
| ||
Series XIV Notes
As a consequence of the regulations established by the BCRA, on July 6, 2022, the company completed the exchange of its Series II Notes in an aggregate principal amount of USD
Series XIV Notes were issued under New York Law, will mature on
On the exchange settlement date, the Series II Notes were partially cancelled, leaving an outstanding amount of USD
Series XV and XVI Notes
On January 31, 2023, IRSA issued new Notes for a total amount of USD
| · | Series XV: |
|
|
|
| · | Series XVI: |
| F-69 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Series II Notes Redemption
On February 3, 2023, the Company notified the holders of Series II Notes of the redemption in accordance with the terms and conditions of the Series II Notes and the provisions of the Trust Agreement entered into on March 23, 2016 and its addendum May 16, 2022 between the Company, The Bank of New York Mellon (formerly The Bank of New York), as trustee, co-registrar agent, principal paying agent and transfer agent (the “Trustee”) and Banco Santander Argentina S.A., as representative of the Trustee in Argentina (“Trust Agreement”), under which the Series II Notes are issued for a current and outstanding amount of USD
Series IX Notes Partial Cancellation
On February 6, 2023, and regarding the issuance of Series XVI Notes, which were partially subscribed with Series IX Notes, the Company announced the partial cancellation of the Notes detailed below:
| · | Series IX Notes: |
| - | Issuance Date: November 12, 2020 |
| - | Maturity Date: |
| - | Nominal Value originally issued: USD |
| - | Nominal Value to be cancelled: USD |
| - | Nominal Value under circulation: USD 58 million |
Series IX Notes Redemption
On February 10, 2023, the Company informed the holders of Series IX Notes of the redemption in accordance with the terms and conditions detailed in the Offering Memorandum dated October 22, 2020, for an outstanding amount in circulation of USD
Series XVII Notes
On June 7, 2023, IRSA issued new Notes for a total amount of USD 25 million.
| · | Series XVII: |
21. Taxes
The Group’s income tax has been calculated on the estimated taxable profit for each year at the rates prevailing in the respective tax jurisdictions. The subsidiaries of the Group in the jurisdictions where the Group operates are required to calculate their income taxes on a separate basis; thus, they are not permitted to compensate subsidiaries’ losses against subsidiaries income.
| F-70 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Argentine tax reform
The Argentine Tax Authority established through the resolution 5248/2022 an extraordinary compulsory payment in advance of the income tax payable in 3 monthly installments, for companies that meet any of the following requirements:
| (i) | The amount of the tax determined from the affidavit corresponding to the fiscal period 2021 (closing between August and December 2021) or 2022 (closing between January and July 2022), as applicable, is equal to or greater than ARS |
| (ii) | The amount of the tax result that arises from the affidavit, without applying the deduction of tax losses from previous years, is equal to or greater than ARS |
The compulsory payment in advance was
The aforementioned compulsory payment in advance cannot be offset with other tax-related credits and, furthermore, should not be taken into account when a request for reduction of advances is made.
The expiration of the first installment is in October 2022 for those of the fiscal period 2021 and April 2023 for those of the fiscal period 2022.
The companies that paid the extraordinary payment on account were: IRSA, PAMSA, Fibesa and Arcos, all maturing after April 2023.
Regarding IRSA, an appeal was requested in each installment to AFIP and a precautionary measure in judicial court requesting the suspension of the effects of the resolution 5248/2022 since the payment of said advance would imply an excess of the tax obligation for the company.
To date, there has been no response from the judicial corte or the Treasury regarding the precautionary measure and the appeal filed, nor have the extraordinary advance payments been made. Notwithstanding the foregoing, compensatory interest has been provisioned as of June 30, 2023 for the sum of ARS
Submission of income tax presentation – IRSA
Dated November 15, 2021 IRSA CP hereinafter "the taxpayer", which has been absorbed by the Company according to what was detailed in the Note. 4.C to the Consolidated Financial Statements as of June 30, 2022, filed to the Argentine Tax Authority the income tax for the fiscal year ended June 30, 2021 applying the systemic and comprehensive inflation adjustment mechanism as detailed: restating tax amortizations according to articles 87 and 88; updating the computable cost of real estate acquired or built prior to July 1, 2018 and sold in this fiscal year under the terms of article 63; updating the loss of the fiscal period 2018, until the limit of the tax result of the exercise, following the methodology provided in article 25 and updating the costs of inventories as established in article 59, all articles mentioned belong to the income tax law (ordered text in 2019).
In the same sense, on November 16, 2022, IRSA filed to the Argentine Tax Authority the income tax for the fiscal year ended June 30, 2022, applying the same systematic and comprehensive inflation adjustment mechanism mentioned in the previous paragraph updating accumulated losses.
| F-71 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The non-application of the aforementioned mechanisms would have implied that the tax to be paid amounted to ARS
The aforementioned legal doctrine of the national supreme court is fully applicable to the particular case of IRSA, since the application of the regulations that do not allow the application of the integral and systematic inflation adjustment would prevent, as happened in the "Candy case", recognizing the totality of the inflationary effect in its tax balance causing the company to pay taxes on fictitious income.
As of the date of issuance of these financial statements, there are new legal precedents in line with the Company's position and the "Candy" ruling mentioned above. In late October 2022, the Supreme Court of Justice of the Nation, in the case "Telefónica de Argentina S.A. and another v. EN - AFIP - DGI regarding the General Tax Directorate," upheld the opinion of the Attorney General of the Nation issued in the "Appeal No. 1, Telefónica de Argentina S.A. and Another v. EN-AFIP DGI regarding the General Tax Directorate," asserting the inadmissibility of a tax that, in its application, would be confiscatory for the taxpayer.
Considering the foregoing, IRSA's Board of Directors together with its legal and tax advisors re-evaluated during the present year the accounting decision taken at the end of the previous fiscal year 2021, in light of the new elements of judgment, and concluded that all the existing evidence and, in particular, the last sentence of the Supreme Court of Justice of the Nation, mentioned in the previous paragraph, configure a position of favorability greater than a position of rejection in higher instances in the face of a possible controversy with the Argentine Tax Authority. For all the detailed reasons, they have decided, following the guidelines established by the IFRS, to reverse the provision for the aforementioned tax registered as of June 30, 2022 and 2021 for ARS
In the same sense, IRSA made the provision for income tax for the year ended June 30, 2023, applying the same systematic and comprehensive inflation adjustment criteria as the update of its accumulated losses.
The Company analyzes the recoverability of its deferred tax assets when there are events or changes in circumstances that imply a potential indication of revaluation or devaluation. The value in use is determined on the basis of projected tax cash flows.
The aforementioned cash flows are prepared based on estimates regarding the future behavior of certain variables that are sensitive in determining the recoverable value, among which are: (i) sales projections; (ii) expense projections; (iii) macroeconomic variables such as growth rates, inflation rates, exchange rates, among others.
The details of the provision for the Group’s income tax, is as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Current income tax (i) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Deferred income tax |
|
|
|
|
|
|
|
| ( | ) | ||
Income tax from continuing operations |
|
|
|
|
| ( | ) |
|
| ( | ) | |
(i) | Includes reversal of the income tax provision. See “Submission of income tax presentation”. |
| F-72 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The statutory taxes rates in the countries where the Group operates for all of the years presented are:
Tax jurisdiction |
| Income tax rate |
| |
Argentina |
|
| ||
Uruguay |
|
| ||
U.S.A |
|
| ||
Bermuda / British Virgin Islands / Netherlands |
| |||
Israel |
|
| ||
Below is a reconciliation between income tax expense and the tax calculated applying the current tax rate, applicable in the respective countries, to profit before taxes for years ended June 30, 2023, 2022 and 2021:
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Loss / (profit) from continuing operations at tax rate applicable in the respective countries (i) |
|
|
|
|
| ( | ) |
|
|
| ||
Permanent differences: |
|
|
|
|
|
|
|
|
|
|
|
|
Share of loss / (profit) of associates and joint ventures |
|
|
|
|
| ( | ) |
|
| ( | ) | |
(Unrecognized tax loss carryforwards) / tax loss carryforwards recovery |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Inflation adjustment permanent difference (IAS 29) |
|
|
|
|
|
|
|
|
| |||
Tax rate differential |
|
|
|
|
|
|
|
| ( | ) | ||
Difference between provision and tax return (ii) |
|
|
|
|
| ( | ) |
|
|
| ||
Non-taxable profit, non-deductible expenses and others |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Fiscal transparency |
|
|
|
|
|
|
|
| ( | ) | ||
Tax inflation adjustment |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Income tax from continuing operations |
|
|
|
|
| ( | ) |
|
| ( | ) | |
(i) | The applicable income tax rate was calculated based on the legal tax rates in the countries where the Group operates. As of June 30, 2023, the tax rate in the Argentine Republic was |
(ii) | includes reversal of the income tax provision. See “Submission of income tax presentation”. |
Deferred tax assets and liabilities of the Group as of June 30, 2023 and 2022 will be recovered as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Deferred income tax asset to be recovered after more than 12 months |
|
|
|
|
|
| ||
Deferred income tax asset to be recovered within 12 months |
|
|
|
|
|
| ||
Deferred income tax assets |
|
|
|
|
|
| ||
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Deferred income tax liability to be recovered after more than 12 months |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liability to be recovered within 12 months |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liability |
|
| ( | ) |
|
| ( | ) |
Deferred income tax liabilities, net |
|
| ( | ) |
|
| ( | ) |
The movement in the deferred income tax assets and liabilities during the years ended June 30, 2023 and 2022, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
|
| 06.30.2022 |
|
| Charged / (Credited) to the Consolidated Statement of Income and Other Comprehensive Income |
|
| 06.30.2023 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Investment properties and Property, plant and equipment |
|
|
|
|
| ( | ) |
|
|
| ||
Trade and other payables |
|
|
|
|
|
|
|
|
| |||
Tax loss carry-forwards |
|
|
|
|
|
|
|
|
| |||
Borrowings |
|
|
|
|
| ( | ) |
|
|
| ||
Trade and other receivables |
|
| (418 | ) |
|
|
|
|
| ( | ) | |
Others |
|
| ( | ) |
|
|
|
|
|
| ||
Subtotal assets |
|
|
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and Property, plant and equipment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Trade and other receivables |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Investments |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Tax inflation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Borrowings |
|
|
|
|
|
|
|
|
| |||
Intangible assets |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Others |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Subtotal liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Assets (Liabilities), net |
|
| ( | ) |
|
|
|
|
| ( | ) | |
| F-73 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
|
| 06.30.2021 |
|
| Charged / (Credited) to the Consolidated Statement of Income and Other Comprehensive Income |
|
| Revaluation surplus reserve |
|
| 06.30.2022 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment properties and Property, plant and equipment |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Tax loss carry-forwards |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Borrowings |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Trade and other receivables |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Others |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Subtotal assets |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties and Property, plant and equipment |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Trade and other receivables |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Investments |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Tax inflation adjustment |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Borrowings |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Intangible assets |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Others |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Subtotal liabilities |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Assets (Liabilities), net |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefits through future taxable profits is probable. Tax loss carry-forwards may have expiration dates or may be permanently available for use by the Group depending on the tax jurisdiction where the tax loss carry-forward is generated. Tax loss carry forwards in Argentina and Uruguay generally expire within 5 years.
As of June 30, 2023, the Group's recognized tax loss carry forward prescribed as follows:
Date of generation |
| Date of generation |
| Total |
| |
2018 |
| 2023 |
|
|
| |
2019 |
| 2024 |
|
|
| |
2020 |
| 2025 |
|
|
| |
2021 |
| 2026 |
|
|
| |
2022 |
| 2027 |
|
|
| |
2023 |
| 2028 |
|
|
| |
Total cumulative tax loss carry-forwards |
|
|
| |||
In order to fully realize the deferred tax asset, the respective companies of the Group will need to generate future taxable income. To this aim, a projection was made for future years when deferred assets will be deductible. Such projection is based on aspects such as the expected performance of the main macroeconomic variables affecting the business, production issues, pricing, yields and costs that make up the operational flows derived from the regular exploitation of fields and other assets of the group, the flows derived from the performance of financial assets and liabilities and the income generated by the Group’s strategy of crop rotation. Such strategy implies the purchase and/or development of fields in marginal areas or areas with a high upside potential and periodical sale of such properties that are deemed to have reached their maximum appreciation potential.
Based on the estimated and aggregate effect of all these aspects on the companies’ performance, Management estimates that as of June 30, 2023, it is probable that the Company will realize all of the deferred tax assets.
The Group did not recognize deferred income tax assets (tax loss carry forwards) of ARS 749 as of June 30, 2023 and ARS 399 as of June 30, 2022. Although the Management estimates that the business will generate sufficient income, pursuant to IAS 12, management has determined that, as a result of the recent loss history and the lack of verifiable and objective evidence due to the subsidiary’s results of operations history, there is sufficient uncertainty as to the generation of sufficient income to be able to offset losses within a reasonable timeframe, therefore, no deferred tax asset is recognized in relation to these losses.
| F-74 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
22. Leases
The Group as lessee
In the ordinary course of business, the Group leases property or spaces for administrative or commercial use. The agreements entered into include several clauses, including but not limited, to fixed, variable or adjustable payments. Some leases were agreed upon with related parties (Note 30).
The future minimum payments that the Group must pay under leases are as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
No later than one year |
|
|
|
|
|
|
|
|
| |||
Later than one year and not later than five years |
|
|
|
|
|
|
|
|
| |||
Later than five years |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
The Group as lessor
Leases:
In the Shopping Malls segment and Offices segment, the Group enters into operating lease agreements typical in the business. Given the diversity of properties and lessees, and the various economic and regulatory jurisdictions where the Group operates, the agreements may adopt different forms, such as fixed, variable, adjustable leases, etc. For example, operating lease agreements with lessees of Shopping Malls generally include escalation clauses and contingent payments. Income from leases are recorded in the Statement of Income and Other Comprehensive Income under rental and service income in all of the filed fiscal years.
Rental properties are considered to be investment properties. Book value is included in Note 9. The future minimum proceeds under non-cancellable operating leases from Group’s shopping malls, offices and other buildings are as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
No later than one year |
|
|
|
|
|
|
|
|
| |||
Later than one year and not later than five years |
|
|
|
|
|
|
|
|
| |||
Later than five years |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
23. Revenues
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Base rent |
|
|
|
|
|
|
|
|
| |||
Contingent rent |
|
|
|
|
|
|
|
|
| |||
Admission rights |
|
|
|
|
|
|
|
|
| |||
Parking fees |
|
|
|
|
|
|
|
|
| |||
Commissions |
|
|
|
|
|
|
|
|
| |||
Property management fees |
|
|
|
|
|
|
|
|
| |||
Others |
|
|
|
|
|
|
|
|
| |||
Averaging of scheduled rent escalation |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Rentals and services income |
|
|
|
|
|
|
|
|
| |||
Revenue from hotels operation and tourism services |
|
|
|
|
|
|
|
|
| |||
Sale of trading properties |
|
|
|
|
|
|
|
|
| |||
Total revenues from sales, rentals and services |
|
|
|
|
|
|
|
|
| |||
Expenses and collective promotion fund |
|
|
|
|
|
|
|
|
| |||
Total revenues from expenses and collective promotion funds |
|
|
|
|
|
|
|
|
| |||
Total Group’s revenues |
|
|
|
|
|
|
|
|
| |||
| F-75 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
24. Expenses by nature
The Group disclosed expenses in the Consolidated Statement of Income and Other Comprehensive Income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following tables provide additional disclosure regarding expenses by nature and their relationship to the function within the Group as of June 30, 2023, 2022 and 2021:
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| 06.30.2023 |
| ||||
Cost of sale of goods and services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and payments for services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising and other selling expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Taxes, rates and contributions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Director´s fees (Note 30) (*) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Leases and service charges |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Allowance for doubtful accounts, net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total as of June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
(*) This amount was approved by the Shareholders' Meeting dated on October 5, 2023.
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| 06.30.2022 |
| ||||
Cost of sale of goods and services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and payments for services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising and other selling expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Taxes, rates and contributions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Director´s fees (Note 30) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Leases and service charges |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Allowance for doubtful accounts, net |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Costs |
|
| General and administrative expenses |
|
| Selling expenses |
|
| 06.30.2021 |
| ||||
Cost of sale of goods and services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries, social security costs and other personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and payments for services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maintenance, security, cleaning, repairs and others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Advertising and other selling expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Taxes, rates and contributions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Director´s fees (Note 30) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Leases and service charges |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Allowance for doubtful accounts, net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total as of June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
25. Costs
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Inventories at the beginning of the year (*) |
|
|
|
|
|
|
|
|
| |||
Purchases and expenses |
|
|
|
|
|
|
|
|
| |||
Currency translation adjustment |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Transfers |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Disposals |
|
| ( | ) |
|
|
|
|
|
| ||
Deconsolidation |
|
|
|
|
|
|
|
| ( | ) | ||
Inventories at the end of the year (*) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total costs |
|
|
|
|
|
|
|
|
| |||
| F-76 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following table presents the composition of the Group’s inventories for the years ended June 30, 2023 and 2022:
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Real estate |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
Total inventories at the end of the year (*) |
|
|
|
|
|
| ||
(*) Includes trading properties and inventories.
26. Other operating results, net
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Result from purchase / sale of subsidiary and associates |
|
|
|
|
|
|
|
|
| |||
Realization of currency translation adjustment (*) |
|
|
|
|
|
|
|
|
| |||
Donations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Lawsuits and other contingencies |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Administration fees |
|
|
|
|
|
|
|
|
| |||
Interest and allowances generated by operating credits |
|
|
|
|
|
|
|
|
| |||
Loss from disposal of property, plant and equipment |
|
| ( | ) |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
|
|
| ( | ) | ||
Total other operating results, net |
|
| ( | ) |
|
|
|
|
| ( | ) | |
(*) Corresponds to the liquidation of Condor, Real Estate Investment Group VII LP and Jiwin S.A.
27. Financial results, net
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Finance income: |
|
|
|
|
|
|
|
|
| |||
- Interest income |
|
|
|
|
|
|
|
|
| |||
- Dividend income |
|
|
|
|
|
|
|
|
| |||
Total finance income |
|
|
|
|
|
|
|
|
| |||
Finance costs: |
|
|
|
|
|
|
|
|
|
|
|
|
- Interest expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
- Other finance costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Subtotal finance costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Capitalized finance costs |
|
|
|
|
|
|
|
|
| |||
Total finance costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other financial results: |
|
|
|
|
|
|
|
|
|
|
|
|
- Fair value gain of financial assets and liabilities at fair value through profit or loss, net |
|
|
|
|
|
|
|
|
| |||
- Exchange rate differences, net |
|
|
|
|
|
|
|
|
| |||
- Gain / (loss) from repurchase of NCN |
|
|
|
|
|
|
|
| ( | ) | ||
- Gain / (loss) from derivative financial instruments, net |
|
|
|
|
|
|
|
| ( | ) | ||
- Other financial results |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total other financial results |
|
|
|
|
|
|
|
|
| |||
- Inflation adjustment |
|
|
|
|
|
|
|
| ( | ) | ||
Total financial results, net |
|
|
|
|
|
|
|
|
| |||
28. 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.
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2021 |
| |||
Weighted - average outstanding shares |
|
|
|
|
|
|
|
|
| |||
Adjustments for calculation of diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Treasury shares |
|
| ( | ) |
|
| ( | ) |
|
| - |
|
Warrants |
|
|
|
|
|
|
|
|
| |||
Weighted - average diluted common shares |
|
|
|
|
|
|
|
|
| |||
| F-77 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
(a) Basic
Basic earnings per share amounts are calculated in accordance with IAS 33 "Earning per share" by dividing the profit attributable to equity holders of the Group by the weighted average number of common shares outstanding during the year.
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2021 |
| |||
Profit / (loss) for the year of continuing operations attributable to equity holders of the parent |
|
|
|
|
|
|
|
| ( | ) | ||
Loss for the year of discontinued operations attributable to equity holders of the parent |
|
|
|
|
|
|
|
| ( | ) | ||
Profit / (loss) for the year attributable to equity holders of the parent |
|
|
|
|
|
|
|
| ( | ) | ||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic earnings per share (i) |
|
|
|
|
|
|
|
| ( | ) | ||
(b) Diluted
Diluted earnings per share amounts are calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential shares. The Group holds treasury shares and, as of fiscal year 2021, warrants associated with incentive plans with potentially dilutive effect.
|
| June 30, 2023 |
|
| June 30, 2022 |
|
| June 30, 2021 |
| |||
Profit / (loss) for the year of continuing operations attributable to equity holders of the parent |
|
|
|
|
|
|
|
| ( | ) | ||
Loss for the year of discontinued operations attributable to equity holders of the parent |
|
|
|
|
|
|
|
| ( | ) | ||
Profit / (loss) for the year per share attributable to equity holders of the parent |
|
|
|
|
|
|
|
| ( | ) | ||
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
| |||
Diluted earnings per share |
|
|
|
|
|
|
|
| ( | ) | ||
(i) EPSs for 2022 and 2021 show the comparative impact in the capital increases, where there was no corresponding change in the entity’s resources.
29. Employee benefits and share-based payments
Incentive Plan
The Group has an equity incentives plan (“Incentive Plan”), created on September 30, 2011, which is aimed at certain employees, directors and top management of the Company and Cresud (the “Participants”). Engagement was voluntary and by invitation of the Board of Directors.
Under the Incentive Plan, over the years 2011, 2012 and 2013, Participants will be entitled to receive shares ("Contributions") of the Company and Cresud based on a percentage of their annual bonus for the years 2011, 2012 and 2013, providing they remain as employees of the Company for at least five years, among other conditions required, to qualify for such Contributions. Contributions shall be held by the Company and Cresud, and as the conditions established by the Plan are verified, such contributions shall be transferred to the Participants. In spite of this, the economic rights of the shares in the portfolio assigned to said participants will be received by them.
Regarding the shares to be delivered by Cresud to the employees of the company, and for the shares to be delivered by IRSA to Cresud employees, the Group accounts the active or passive position measured at the closing date of the financial statements.
For the fiscal years ended June 30, 2023 and 2021, the Group has incurred a charge related to the Incentive Plan of ARS
Movements in the number of matching shares outstanding under the incentive plan corresponding to the Company’s contributions are as follows:
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
At the beginning |
|
|
|
|
|
|
|
|
| |||
Granted |
|
| - |
|
|
| ( | ) |
|
| ( | ) |
At the end |
|
|
|
|
|
|
|
|
| |||
| F-78 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The fair value determined at the time of granting the plan after obtaining all the corresponding authorizations was ARS
Defined contribution plan
The Group operates a defined contribution plan (the “Plan”) which covers certain selected managers.
All contributions are invested in funds administered outside of the Group. Participants or their assignees, as the case may be, will have access to the
| (i) | ordinary retirement in accordance with applicable labor regulations; |
| (ii) | total or permanent incapacity or disability; |
| (iii) | death. |
Contributions made by the Group under the Plan amount to ARS
30. Related party transactions
In the normal course of business, the Group conducts transactions with different entities or parties related to it.
Remunerations of the Board of Directors
The Business Companies Act of Argentina (Law N° 19,550), provides that the remuneration to the Board of Directors, where it is not set forth in the Company’s by-laws, shall be fixed by the Shareholders' Meetings. The maximum amount of remuneration that the members of the Board are allowed to receive, including salary and other performance-based remuneration of permanent technical-administrative functions, may not exceed 25% of the profits.
Such maximum amount is limited to 5% where no dividends are distributed to the Shareholders, and will be increased proportionately to the distribution, until reaching such cap where total profits are distributed, except that such remunerations were expressly agreed by the Shareholders' Meeting, for which purpose the matter must be included as one of the items on the agenda.
Some of the Group's Directors are hired under the Employment Contract Law N° 20,744. This Act rules on certain conditions of the work relationship, including remuneration, salary protection, working hours, vacations, paid leaves, minimum age requirements, workmen protection and forms of suspension and contract termination. The remuneration of directors for each fiscal year is based on the provisions established by the Business Companies Act, taking into consideration whether such directors perform technical-administrative functions and depending upon the results recorded during the fiscal year. Once such amounts are determined, they should be approved by the Shareholders’ Meeting.
Senior Management remuneration
The members of the Group’s senior management are appointed and removed by the Board of Directors and perform functions in accordance with the instructions delivered by the Board itself.
| F-79 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The Company’s Senior Management is composed of as follows:
Name | Date of Birth | Position | Current position since |
Eduardo S. Elsztain | |||
Arnaldo Jawerbaum | |||
Jorge Cruces | |||
Matías I. Gaivironsky |
The total remuneration paid to members of senior management for their functions consists of a fixed salary that takes account of the manager's background capacity and experience, plus an annual bonus based on their individual performance and the Group's results. Members of senior management participate in defined contributions and share-based incentive plans that are described in Note 29.
The aggregate compensation to the Senior Management for the year ended June 30, 2023 amounts to ARS 178.
Corporate Service Agreement with Cresud
Considering that IRSA and Cresud have operating overlapping areas, the Board of Directors considered it convenient to implement alternatives that allow reducing certain fixed costs of its activity, in order to reduce its impact on operating results, taking advantage of and optimizing the individual efficiencies of each of the companies in the different areas that make up the operational administration.
For this purpose, on June 30, 2004, a Framework Agreement for the Exchange of Corporate Services (“Framework Agreement”) was signed, between IRSA, Cresud and IRSA CP. On December 22, 2021, were held the shareholders' meeting approving the merger by absorption of IRSA and IRSA CP, for which IRSA, in its capacity as absorbing company, is the successor of all the rights and obligations assumed by IRSA CP by the Framework Agreement. The last modification to the Framework Agreement was made on July 12, 2022.
Under this Framework Agreement, corporate services are currently provided for different areas including: Corporate Human Resources, Administration and Finance, Planning, Institutional Relations, Compliance and others.
Under this agreement, the companies entrusted to an external consultant the semi-annual review and evaluation of the criteria used in the process of apportionment of costs to be settled for corporate services, as well as the distribution bases and supporting documentation used in the aforementioned process, through the preparation of a semi-annual report.
It should be noted that the operation under comment allows Cresud and IRSA to maintain absolute independence and confidentiality in their strategic and commercial decisions, being the allocation of costs and benefits made on the basis of operational efficiency and equity, without pursuing individual economic benefits for each of the companies.
Offices and Shopping Malls spaces leases
The offices of our President are located at 108 Bolivar, in the Autonomous City of Buenos Aires. The property has been rented to Isaac Elsztain e Hajes S.A., a company controlled by some family members of Eduardo Sergio Elsztain, our president, and to Hamonet S.A., a company controlled by Fernando A. Elsztain, one of our directors, and some of his family members.
Furthermore, we also let various spaces in our shopping malls (stores, stands, storage space or advertising space) to third parties and related parties such as BHSA.
Donations granted to Fundación IRSA and Fundación Museo de los Niños
Fundación IRSA is a non-profit charity institution that seeks to support and generate initiatives concerning education, the promotion of corporate social responsibility and the entrepreneurial spirit of the youth. It carries out corporate volunteering programs and fosters donations by the employees. The main members of Fundación IRSA's Board of Directors are: Eduardo S. Elsztain (President); Saul Zang (Vice President I), Alejandro Elsztain (Vice President II) and Mariana C. de Elsztain (secretary). It funds its activities with the donations made by us and Cresud.
| F-80 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Fundación Museo de los Niños is a non-profit association, created by the same founders of Fundación IRSA and its Management Board is formed by the same members as Fundación IRSA. Fundación Museo de los Niños acts as a special vehicle for the development of "Museo de los Niños, Abasto" and "Museo de los Niños, Rosario". On October 29, 1999, our shareholders approved the award of the agreement “Museo de los Niños, Abasto” to Fundación Museo de los Niños. On October 31, 1997, IRSA CP entered into an agreement with Fundación IRSA whereby it loaned 3,800 square meters of the area built in the Abasto Shopping mall for a total term of 30 years, and on
Legal Services
The Group hires legal services from Estudio Zang, Bergel Viñes, at which Saúl Zang was a founding partner and sits at the Board of Directors of the Group companies.
Hotel services
Our company and related parties sometimes rent from NFSA and Hoteles Argentinos S.A. hotel services and conference rooms for events.
Purchase and sale of goods and/or service hiring
In the normal course of its business and with the aim of making resources more efficient, in certain occasions purchases and/or hires services which later sells and/or recovers for companies or other related parties, based upon their actual utilization.
Sale of advertising space in media
Our company and our related parties frequently enter into agreements with third parties whereby we sell/acquire rights of use to advertise in media (TV, radio stations, newspapers, etc.) that will later be used in advertising campaigns. Normally, these spaces are sold and/or recovered to/from other companies or other related parties, based on their actual use.
Purchase and sale of financial assets
The Group usually invests excess cash in several instruments that may include those issued by related companies, acquired at issuance or from unrelated third parties through secondary market deals.
Investment in investment funds managed by BACS
The Group invests part of its liquid funds in mutual funds managed by BACS among other entities.
Borrowings
In the normal course of its activities, the Group enters into diverse loan agreements or credit facilities between the group’s companies and/or other related parties. These borrowings generally accrue interests at market rates.
Financial and service operations with BHSA
The Group works with several financial entities in the Argentine market for operations including, but not limited to, credit, investment, purchase and sale of securities and financial derivatives. Such entities include BHSA and its subsidiaries. BHSA and BACS usually act as underwriters in Capital Market transactions. In addition, we have entered into agreements with BHSA, who provides collection services for our shopping malls.
| F-81 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following is a summary presentation of the balances with related parties as of June 30, 2023 and 2022:
Item |
| 06.30.2023 |
|
| 06.30.2022 |
| ||
Trade and other receivables |
|
|
|
|
|
| ||
Investments in financial assets |
|
|
|
|
|
| ||
Borrowings |
|
| ( | ) |
|
| ( | ) |
Trade and other payables |
|
| ( | ) |
|
| ( | ) |
Total |
|
|
|
|
| |||
Related party |
| 06.30.2023 |
|
| 06.30.2022 |
|
| Description of transaction |
| Item | |||
New Lipstick LLC |
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
Comparaencasa Ltd. |
|
|
|
|
|
|
| Other investments |
| Investments in financial assets | |||
|
|
|
|
|
| ( | ) |
| Others |
| Trade and other payables | ||
Galerias Pacifico |
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
La Rural S.A. |
|
|
|
|
|
|
| Loans granted |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Dividends |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
|
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
Other associates and joint ventures |
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Loans obtained |
| Borrowings | |
|
|
|
|
|
|
|
| Leases and/or rights of use receivable |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Irrevocable contributions pending subscription |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Management Fee |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| NCN |
| Borrowings | |
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
|
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
|
|
|
|
|
|
|
| Share based payments |
| Trade and other payables | |||
Total associates and joint ventures |
|
|
|
|
|
|
|
|
|
| |||
Cresud |
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Corporate services receivable |
| Trade and other payables | |
|
|
|
|
|
|
|
| NCN |
| Investment in financial assets | |||
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
|
|
| ( | ) |
|
| ( | ) |
| Share based payments |
| Trade and other payables | |
Total parent company |
|
| ( | ) |
|
|
|
|
|
|
| ||
Futuros y Opciones S.A. |
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
Helmir S.A. |
|
| ( | ) |
|
| ( | ) |
| NCN |
| Borrowings | |
Total subsidiaries of parent company |
|
| ( | ) |
|
| ( | ) |
|
|
|
| |
Directors |
|
| ( | ) |
|
| ( | ) |
| Fees for services received |
| Trade and other payables | |
|
|
|
|
|
|
|
| Advances |
| Trade and other receivable | |||
Rundel Global LTD |
|
|
|
|
|
|
| Other investments |
| Investments in financial assets | |||
Yad Levim LTD |
|
|
|
|
|
|
| Loans granted |
| Trade and other receivable | |||
Others (1) |
|
| ( | ) |
|
| ( | ) |
| Leases and/or rights of use receivable |
| Trade and other payables | |
|
|
|
|
|
|
|
| Others |
| Trade and other receivable | |||
|
|
| ( | ) |
|
| ( | ) |
| Others |
| Trade and other payables | |
|
|
|
|
|
| ( | ) |
| Management Fee |
| Trade and other payables | ||
|
|
|
|
|
|
|
| Reimbursement of expenses receivable |
| Trade and other receivable | |||
Total directors and others |
|
| ( | ) |
|
|
|
|
|
|
| ||
Total at the end of the year |
|
|
|
|
|
|
|
|
| ||||
(1) | Includes CAMSA, Estudio Zang, Bergel y Viñes, Fundación Puerta 18, Sociedad Rural Argentina, CAM Communication LP, Sutton and Fundación Museo de los Niños. |
| F-82 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The following is a summary of the results with related parties for the years ended June 30, 2023, 2022 and 2021:
Related party |
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
|
| Description of transaction | ||||
BACS |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Metropolitan (1) |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
BHN Vida S.A |
|
| ( | ) |
|
|
|
|
|
|
| Leases and/or rights of use | |||
BHN Seguros Generales S.A. |
|
| ( | ) |
|
|
|
|
|
|
| Leases and/or rights of use | |||
Lipstick Management LLC |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Comparaencasa Ltd. |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
La Rural S.A. |
|
|
|
|
|
|
|
| ( | ) |
| Leases and/or rights of use | |||
Condor |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Otras asociadas y negocios conjuntos |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Leases and/or rights of use | |
|
|
|
|
|
|
|
|
|
|
| Corporate services | ||||
Total associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
| ||||
Cresud |
|
|
|
|
|
|
|
|
|
| Leases and/or rights of use | ||||
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Corporate services | |
|
|
|
|
|
| ( | ) |
|
|
|
| Financial operations | |||
Total parent company |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ||
Helmir |
|
| ( | ) |
|
|
|
|
|
|
| Financial operations | |||
Total subsidiaries of parent company |
|
| ( | ) |
|
|
|
|
|
|
|
| |||
Directors |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Fees and remunerations | |
Senior Management |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Fees and remunerations | |
Rundel Globa LTD |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Yad Leviim LTD |
|
|
|
|
|
|
|
|
|
| Financial operations | ||||
Others (2) |
|
|
|
|
|
|
|
|
|
| Corporate services | ||||
|
|
| ( | ) |
|
|
|
|
| ( | ) |
| Leases and/or rights of use | ||
|
|
| ( | ) |
|
|
|
|
| ( | ) |
| Financial operations | ||
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Donations | |
|
|
| ( | ) |
|
| ( | ) |
|
|
|
| Fees and remuneration | ||
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Legal services | |
Total others |
|
|
|
| ( | ) |
|
| ( | ) |
|
| |||
Total at the end of the year |
|
| ) |
|
| ( | ) |
|
| ( | ) |
|
| ||
(1) | On January 31, 2022 Metropolitan 885 3rd Av, LLC was liquidated. |
(2) | It includes CAMSA, Fundación Puerta 18, Galerías Pacífico, Estudio Zang, Bergel Viñes, Austral Gold, Fundación Museo de los Niños, Sociedad Rural Argentina, Sutton, Espacio Digital S.A. and Casposo Argentina Ltd. |
The following is a summary of the transactions with related parties for the years ended June 30, 2023 and 2022:
Related party |
| 06.30.2023 |
|
| 06.30.2022 |
|
| Description of the operation | |||
Quality |
|
| ( | ) |
|
| ( | ) |
| Capital contributions | |
Condor |
|
|
|
|
| ( | ) |
| Exchange of shares | ||
Comparaencasa |
|
|
|
|
| ( | ) |
| Capital contributions | ||
Total capital contributions |
|
| ( | ) |
|
| ( | ) |
|
| |
Cresud |
|
| ( | ) |
|
|
|
| Dividend distributed | ||
Helmir |
|
| ( | ) |
|
|
|
| Dividend distributed | ||
Total other transactions |
|
| ( | ) |
|
|
|
|
| ||
Condor |
|
|
|
|
|
|
| Dividends received | |||
Nuevo Puerto Santa Fe |
|
|
|
|
|
|
| Dividends received | |||
Total other transactions |
|
|
|
|
|
|
|
| |||
31. CNV General Resolution N° 622
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Consolidated Financial Statements that disclose the information required by the Resolution in Exhibits.
Exhibit A - Property, plant and equipment | Note 9 Investment properties and Note 10 Property, plant and equipment |
Exhibit B - Intangible assets | Note 12 Intangible assets |
Exhibit C - Investment in associates | Note 8 Investments in associates and joint ventures |
Exhibit D - Other investments | Note 14 Financial instruments by category |
Exhibit E - Provisions and allowances | Note 15 Trade and other receivables and Note 19 Provisions |
Exhibit F - Cost of sales and services provided | Note 25 Costs |
Exhibit G - Foreign currency assets and liabilities | Note 32 Foreign currency assets and liabilities |
| F-83 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
32. Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
Item / Currency (3) |
| Amount (1) |
|
| Peso exchange rate (2) |
|
| 06.30.2023 |
|
| 06.30.2022 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
| ||||
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Receivables with related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total trade and other receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Investments in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Pounds |
|
|
|
|
|
|
|
|
|
|
|
| ||||
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investments with related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total investments in financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Euros |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Uruguayan pesos |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Payables to related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Trade and other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Borrowings with related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Israel Shekel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
(1) | Stated in millions of units in foreign currency. Considering foreign currencies those that differ from each Group’s functional currency at each year-end. |
(2) | Exchange rate as of June 30, 2023, according to Banco Nación Argentina records. |
(3) | The Group uses derivative instruments as a complement in order to reduce its exposure to exchange rate movements (see Note 14). |
| F-84 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
33. Results from discontinued operations
The results of discontinued operations include the operations of IDBD / DIC which were deconsolidated in previous years (see Note 4.G to the Consolidated Financial Statements as of June 30, 2021) and the results of the comparative fiscal years have been reclassified.
|
| 06.30.2023 |
|
| 06.30.2022 |
|
| 06.30.2021 |
| |||
Revenues |
|
|
|
|
|
|
|
|
| |||
Costs |
|
|
|
|
|
|
|
| ( | ) | ||
Gross profit |
|
|
|
|
|
|
|
|
| |||
Net loss from fair value adjustment of investment properties |
|
|
|
|
|
|
|
| ( | ) | ||
General and administrative expenses |
|
|
|
|
|
|
|
| ( | ) | ||
Selling expenses |
|
|
|
|
|
|
|
| ( | ) | ||
Other operating results, net |
|
|
|
|
|
|
|
|
| |||
Profit from operations |
|
|
|
|
|
|
|
|
| |||
Share of profit of associates and joint ventures |
|
|
|
|
|
|
|
|
| |||
Profit before financial results and income tax |
|
|
|
|
|
|
|
|
| |||
Finance income |
|
|
|
|
|
|
|
|
| |||
Finance cost |
|
|
|
|
|
|
|
| ( | ) | ||
Other financial results |
|
|
|
|
|
|
|
|
| |||
Financial results, net |
|
|
|
|
|
|
|
| ( | ) | ||
Loss before income tax |
|
|
|
|
|
|
|
| ( | ) | ||
Income tax |
|
|
|
|
|
|
|
|
| |||
Loss from operations that are discontinued |
|
|
|
|
|
|
|
| ( | ) | ||
Loss for loss of control |
|
|
|
|
|
|
|
| ( | ) | ||
Loss from discontinued operations |
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year from discontinued operations attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
|
|
|
|
| ( | ) | ||
Non-controlling interest |
|
|
|
|
|
|
|
| ( | ) | ||
Loss per share from discontinued operations attributable to equity holders of the parent: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
| ( | ) | ||
Diluted |
|
|
|
|
|
|
|
| ( | ) | ||
| F-85 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
34. Other relevant events of the year
Ordinary and Extraordinary Shareholders' Meeting - IRSA
On October 28, 2022, the Ordinary and Extraordinary Shareholders’ Meeting resolved:
| - | The distribution of a dividend to shareholders for up to ARS |
|
| On October 31, 2022, the Board of Directors established the payment thereof in cash. |
| - | The creation of a new incentive plan for employees, management and directors to join without a share premium for up to |
On November 8, 2022, the Company distributed among its shareholders a cash dividend of ARS
The amounts are expressed in the closing currency as of June 30, 2022 as approved by the Ordinary and Extraordinary Shareholders' Meeting.
Change in Warrants terms and conditions
Because of the payment of cash dividends made on November 8, 2022, certain terms and conditions of the outstanding warrants to subscribe common shares have changed:
| · | Number of shares to be issued per warrant: |
|
|
|
| · | Exercise price per new share to be issued: Pre-dividend price: USD |
The other terms and conditions of the warrants remain the same.
Warrants exercise
During the year ended June 30, 2023, certain warrant holders exercised their right to purchase additional shares. For this reason, USD
Ordinary and Extraordinary Shareholders' Meeting - IRSA
On April 27, 2023, the Ordinary and Extraordinary Shareholders’ Meeting resolved:
| - | |
| - | Change of the |
| - | Distribution of a cash dividend for ARS |
On May 5, 2023, the Company distributed among its shareholders the cash dividend in an amount of ARS 21,900 million equivalent to 2,731.3451% of the stock capital, an amount per share of ARS 27.3135 and an amount per ADR of ARS 273.1345 (Argentine Pesos per ADR).
The amounts are expressed in currency as approved by the Ordinary and Extraordinary Shareholders' Meeting.
Change in Warrants terms and conditions
Because of the payment of cash dividends made on May 5, 2023, certain terms and conditions of the outstanding warrants to subscribe common shares have changed:
| · | Number of shares to be issued per warrant: |
|
|
|
| · | Exercise price per new share to be issued: Pre-dividend price: USD |
|
|
|
|
| The other terms and conditions of the warrants remain the same. |
| F-86 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
35. Economic context in which the Group operates
The Company operates in a complex economic context, whose main variables have, and are expected to continue to show, strong volatility at the national level.
The year 2023 is being complex for the Argentine economy. It began with a historic drought that implied a drop in exportable agricultural production and, consequently, a loss of foreign exchange income of around USD
Likewise, 2023 is an electoral year and it is likely that volatility and uncertainty rise in the second half.
The main indicators in our country are:
| · | Gross Domestic Product (GDP) drop in 2023 after two years of post-pandemic recovery. |
|
|
|
| · | Accumulated inflation as of August 2023 reached |
|
|
|
| · | Between January 1 and August 31, 2023, |
|
|
|
| · | The monetary authority imposed greater exchange restrictions, which also affect the value of foreign currency in existing alternative markets for certain restricted exchange transactions in the official market. |
These measures aimed at restricting access to the exchange market in order to contain the demand for dollars imply the request for prior authorization from the Central Bank for certain transactions, the following being applicable to the Company:
| - | The payment of import of services to related companies abroad |
| - | The formation of external assets and operations with derivatives |
| - | The payment of capital and interest of foreign financial indebtedness with related counterparties |
Additionally, the exchange regime already determined as mandatory the entry and settlement in national currency of the funds obtained as a result of the following operations and concepts:
| - | Exports of goods |
| - | Service export charges |
| - | Collections of pre-financing, advances and post-financing for the export of goods |
| - | Disposal of non-produced non-financial assets |
| - | Foreign financial debts, in the event that the counterparty is a third party and the principal and interest are to be paid through the exchange market. |
Likewise, the exchange authority requires the presentation of a series of affidavits to access the exchange market; among which it undertakes not to operate with securities since in case of doing so, it would generate a period of inhibition to access the exchange market.
These exchange restrictions, or those issued in the future, could affect the Company's ability to access the Official Exchange Market (MULC) to acquire the necessary currencies to meet its financial obligations. Assets and liabilities in foreign currency as of June 30, 2023 have been valued considering the current prices in the MULC.
The aforementioned exchange restrictions have not prevented the Company from complying with its financial obligations, both for the payment of interest and for the successful refinancing of its debt. The Company has been reducing its debt since 2020, lowering the cost of financing and diversifying its exposure by currency. To date, it has a conservative capital structure in terms of its cash flow and consolidated assets, and it is not expected that its ability to meet the financial commitments of the next twelve months may be affected.
| F-87 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
The context of volatility and uncertainty continues as of the date of issuance of these Consolidated Financial Statements.
The Company's Management permanently monitors the evolution of the variables that affect its business, to define its course of action and identify the potential impacts on its patrimonial and financial situation. The Company's Consolidated Financial Statements must be read in light of these circumstances.
36. Subsequent events
“261 Della Paolera” floor sale
On August 9, 2023,
On October 5, 2023,
“Maple Building" sale
On July 24, 2023,
- USD
- USD
Repurchase of Own Shares
On August 7, 2023, the Company reported that as of August 4, 2023, the Company proceeded with the repurchase of common shares, and a total of
Sale of Quality Investment S.A.
On August 31, 2023,
General Ordinary Shareholders’ Meeting - IRSA
On September 5, 2023, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 5, 2023, to address, among other topics, the following:
| - | -Allocation of net income for the fiscal year ended June 30, 2023 for ARS |
|
|
|
| - | Consideration of the distribution of up to 13,928,410 own shares to the shareholders in proportion to their holdings pursuant to the provisions of section 67 of Law No. 26,831. |
| F-88 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
| - | Consideration of approval of extension of Global Note Program for the issuance of simple, non-convertible, unconditional notes, secured or unsecured, to be paid in cash and/or in kind for a maximum outstanding amount of up to USD 750 million or its equivalent in other currencies or value units, as approved by the shareholders’ meeting dated March 20, 2019 (the “Program”) for a term of five years or such longer term as permitted by the applicable laws. |
|
|
|
| - | Consideration of (i) delegation to the board of directors of the broadest powers to implement the extension of the Program and to determine all the Program’s terms and conditions not expressly approved by the shareholders’ meeting as well as the time, the increase or decrease of the amount, term, placement method and further terms and conditions of the various series and/or tranches of notes issued thereunder; (ii) authorization for the board of directors to (a) approve, execute, grant and/or deliver any agreement, contract, document, instrument and/or security related to the extension of the Program and/or the implementation of the increase or decrease of its amount and/or the issuance of the various series and/or tranches of notes thereunder; (b) apply for and secure authorization by the Argentine Securities Commission to carry out the public offering of such notes; (c) as applicable, apply for and secure before any authorized securities market of Argentina and/or abroad the authorization for listing and trading such notes; and (d) carry out any proceedings, actions, filings and/or applications related to the extension of the Program and/or the increase and/or decrease of its amount and/or the issuance of the various series and/or tranches of notes under the Program; and (iii) authorization for the board of directors to sub-delegate the powers and authorizations referred to in items (i) and (ii) above to one or more of its members. |
On October 5, 2023, the General Ordinary and Extraordinary Shareholders’ Meeting approved the topics addressed by the Board of directors.
Share repurchase program. Modification of Maximum Price
On September 5, 2023, we inform that our Board of Directors, by virtue of the powers granted at the meeting of the Board held on June 15, 2023, in connection with the creation of the share repurchase program for up to ARS 5,000,000,000 (five billion pesos) pursuant to the terms of Section 64 of Law 26,831 and the Rules of the CNV, had resolved to modify the acquisition price of the Company’s own shares establishing a maximum value of USD 9.0 (nine U.S. dollars) per GDS and up to a maximum value in Pesos of ARS 720 (seven hundred and twenty pesos) per share, maintaining the remaining terms and conditions duly communicated.
Change in the total amount of shares and its nominal value
On September 13, 2023, we announced that our shareholders’ meeting held on April 27, 2023, approved:
Having obtained the authorizations from the Comisión Nacional de Valores (the Argentine National Securities Commission) and from the Buenos Aires Stock Exchange, the Company informs all shareholders who have such quality as of September 19, 2023, according to the registry maintained by Caja de Valores S.A., that from September 20, 2023, the shares distribution and the change in nominal value was made simultaneously and the entry of the change of 811,137,457 book-entry common shares, with a nominal value of ARS 1 each and one vote per share, for the amount of 736,354,245 book-entry common shares with a nominal value of ARS 10 each and one vote per share, consequently, a reverse split of the Company’s shares shall be carried out, where every 1 (one) old share with nominal value of ARS 1 shall be exchanged for 0.907804514 new shares with nominal value ARS 10. The new shares distributed due to the described capitalization have economic rights under equal conditions with those that are currently in circulation.
Also, regarding the GDS holders, we instruct the GDS Depositary to process the reverse split, at the same rate as mentioned above for the ADR program, effective October 3, 2023.
Regarding the shareholders who, because of the entry in the Scriptural Registry, have fractions of common shares with a nominal value of ARS 10 and one vote per share, they were settled in cash in accordance with the listing regulations of Bolsas y Mercados Argentinos. Regarding the shareholders who, due to the exchange of shares did not reach at least one share with a nominal value of ARS 10, the necessary amount was be assigned to them until the nominal value of ARS 10 is completed.
The Company share capital after de indicated operations will amount to ARS
| F-89 |
| Table of Contents |
IRSA Inversiones y Representaciones Sociedad Anónima |
Likewise, the Buenos Aires Stock Exchange has been requested to change the modality of the negotiation of the shares representing the share capital. Specifically, the negotiation price will be registered per share instead of being negotiated by Argentine peso (ARS) of nominal value, given that the change in nominal value, and the issuance of shares resulting from the capitalization, would produce a substantial downward effect on the share price.
This capitalization and change in the nominal value of the shares do not modify the economic values of the holdings or the percentage of participation in the share capital.
Warrants – Modification on Ratio and Price
On September 14, 2023, we reported that as a result of (i) an increase in the capital stock through the partial capitalization of the Issue Premium account; and (ii) an amendment to section seven of its bylaws, changing the nominal value of the ordinary shares from one peso (ARS 1) to ten pesos (ARS 10) each and entitled to one (1) vote per share, which was informed in September 13, 2023, where the
Amount of shares to be issued per warrant:
| · | Ratio previous to the adjustment: 1.1719 (Nominal Value ARS 1); |
|
|
|
| · | Ratio after the adjustment (current): 1.0639 (Nominal Value ARS 10). |
Warrant exercise price per new share to be issued:
| · | Price previous to the adjustment: USD 0.3689 (Nominal Value ARS 1); |
|
|
|
| · | Price after the adjustment (current): USD |
The other terms and conditions of the warrants remain the same.
Exercise of Warrants
On September 29, 2023, we informed that between September 17 and 25, 2023, certain warrants holders have exercised their right to acquire additional shares. Therefore, a total of
After the exercise of these warrants,
| F-90 |