IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Financial Statements as of March 31, 2023 and for the nine and three-month periods ended as of that date, presented comparatively
Legal information
Denomination: IRSA Inversiones y Representaciones Sociedad Anónima.
Fiscal year N°: 80, beginning on July 1st, 2022.
Legal address: 261 Carlos Della Paolera St., 9th floor, Autonomous City of Buenos Aires, Argentina.
Company activity: Real estate investment and development.
Date of registration of the by-laws in the Public Registry of Commerce: June 23, 1943.
Date of registration of last amendment of the by-laws in the Public Registry of Commerce: General Ordinary and Extraordinary Shareholders’ Meeting held on October 28, 2022 and registered in the Superintendence on December 5,2022 with the number 22650, Book 110 Volume – of Joint Stock Companies.
Expiration of the Company’s by-laws: April 5, 2043.
Registration number with the Superintendence: 213,036.
Capital: 811,122,208 shares. (*)
Common Stock subscribed, issued and paid-up nominal value (in millions of ARS): 811.
Parent Company: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
(Cresud S.A.C.I.F. y A.).
Legal Address: 261 Carlos Della Paolera St., 9th floor, Autonomous City of Buenos Aires, Argentina.
Main activity of parent Company: Real estate, agricultural, commercial and financial activities.
Direct and indirect interest of the Parent Company on the capital stock: 454,612,016 common shares.
Percentage of votes of the Parent Company (direct and indirect interest) on the shareholders’ equity: 56.84% (1).
Type of stock | CAPITAL STATUS | |
Shares authorized for Public Offering (2) | Subscribed, issued and paid-up nominal value (in millions of Pesos) | |
Common stock with a face value of ARS 1 per share and entitled to 1 vote each | 811,122,208 | 811 |
(1) For computation purposes, treasury shares have been subtracted.
(2) Company not included in the Optional Statutory System of Public Offer of Compulsory Acquisition.
(*) The capital increase and the issuance of shares resolved by the board of directors on 03/23/2023, are in process of being registered in the “Inspección General de Justicia” (General Inspection of Justice).
Index
1 | |
Unaudited Condensed Interim Consolidated Statements of Financial Position | 2 |
Unaudited Condensed Interim Consolidated Statements of Income and Other Comprehensive Income | 3 |
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity | 4 |
Unaudited Condensed Interim Consolidated Statements of Cash Flows | 6 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements: | |
Note 1 – The Group’s business and general information | 7 |
Note 2 – Summary of significant accounting policies | 7 |
Note 3 – Seasonal effects on operations | 8 |
Note 4 – Acquisitions and disposals | 9 |
Note 5 – Financial risk management and fair value estimates | 10 |
Note 6 – Segment information | 10 |
Note 7 – Investments in associates and joint ventures | 11 |
Note 8 – Investment properties | 12 |
Note 9 – Property, plant and equipment | 14 |
Note 10 – Trading properties | 14 |
Note 11 – Intangible assets | 15 |
Note 12 – Right-of-use assets | 15 |
Note 13 – Financial instruments by category | 16 |
Note 14 – Trade and other receivables | 17 |
Note 15 – Cash flow information | 18 |
Note 16 – Trade and other payables | 19 |
Note 17 – Borrowings | 19 |
Note 18 – Provisions | 21 |
Note 19 – Taxes | 21 |
Note 20 – Revenues | 24 |
Note 21 – Expenses by nature | 24 |
Note 22 – Cost of goods sold and services provided | 24 |
Note 23 – Other operating results, net | 25 |
Note 24 – Financial results, net | 25 |
Note 25 – Related party transactions | 26 |
Note 26 – CNV General Resolution N° 622 | 28 |
Note 27 – Foreign currency assets and liabilities | 28 |
Note 28 – Other significant events of the period | 29 |
Note 29 – Subsequent Events | 29 |
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 Financial Statements.
Terms | Definitions | |
BACS | Banco de Crédito y Securitización S.A. | |
BHSA | Banco Hipotecario S.A. | |
Celap | Centro de Entretenimientos La Plata S.A. | |
CNV | Securities Exchange Commission | |
Condor | Condor Hospitality Trust Inc. | |
CPF | Collective Promotion Funds | |
Cresud | Cresud S.A.C.I.F. y A. | |
Financial Statements | Unaudited Condensed Interim Consolidated Financial Statements | |
Annual Financial Statements | Consolidated Financial Statements as of June 30, 2022 | |
IAS | International Accounting Standards | |
IASB | International Accounting Standards Board | |
IFRS | International Financial Reporting Standards | |
IRSA, The Company”, “Us”, “We” | IRSA Inversiones y Representaciones Sociedad Anónima | |
IRSA CP | IRSA Propiedades Comerciales S.A. | |
GCDI | GCDI S.A. | |
MPIT | Minimum presumed income tax | |
NCN | Non-convertible notes | |
New Lipstick | New Lipstick LLC | |
Puerto Retiro | Puerto Retiro S.A. | |
Zetol | Zetol S.A. | |
1
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Financial Position
as of March 31, 2023 and June 30, 2022
(All amounts in millions of pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Note | 03.31.2023 | 06.30.2022 | |
ASSETS | |||
Non-current assets | |||
Investment properties | 8 | 462,019 | 510,809 |
Property, plant and equipment | 9 | 8,175 | 13,916 |
Trading properties | 10, 22 | 5,316 | 5,296 |
Intangible assets | 11 | 6,107 | 5,885 |
Right-of-use assets | 12 | 2,431 | 2,163 |
Investments in associates and joint ventures | 7 | 29,220 | 28,099 |
Deferred income tax assets | 19 | 259 | 132 |
Income tax credit | 14 | 42 | |
Trade and other receivables | 14 | 2,813 | 7,552 |
Investments in financial assets | 13 | 1,382 | 1,493 |
Total non-current assets | 517,736 | 575,387 | |
Current assets | |||
Trading properties | 10, 22 | 103 | 336 |
Inventories | 22 | 246 | 218 |
Income tax credit | 626 | 94 | |
Trade and other receivables | 14 | 22,640 | 18,864 |
Investments in financial assets | 13 | 25,196 | 32,116 |
Cash and cash equivalents | 13 | 14,986 | 22,251 |
Total current assets | 63,797 | 73,879 | |
TOTAL ASSETS | 581,533 | 649,266 | |
SHAREHOLDERS’ EQUITY | |||
Shareholders' equity attributable to equity holders of the parent (according to corresponding statement) | 297,754 | 276,663 | |
Non-controlling interest | 18,407 | 18,938 | |
TOTAL SHAREHOLDERS’ EQUITY | 316,161 | 295,601 | |
LIABILITIES | |||
Non-current liabilities | |||
Borrowings | 17 | 55,242 | 22,732 |
Lease liabilities | 2,133 | 1,999 | |
Deferred income tax liabilities | 19 | 152,337 | 171,707 |
Trade and other payables | 16 | 6,623 | 6,195 |
Provisions | 18 | 4,352 | 341 |
Salaries and social security liabilities | 90 | 162 | |
Total non-current liabilities | 220,777 | 203,136 | |
Current liabilities | |||
Borrowings | 17 | 27,855 | 107,427 |
Lease liabilities | 314 | 139 | |
Trade and other payables | 16 | 13,428 | 14,846 |
Income tax liabilities | 715 | 26,330 | |
Provisions | 18 | 676 | 345 |
Derivative financial instruments | 13 | 8 | 28 |
Salaries and social security liabilities | 1,599 | 1,414 | |
Total current liabilities | 44,595 | 150,529 | |
TOTAL LIABILITIES | 265,372 | 353,665 | |
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 581,533 | 649,266 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
. Eduardo S. Elsztain President |
2
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Income and Other Comprehensive Income
for the nine and three-month periods ended March 31, 2023 and 2022
(All amounts in millions of pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Nine months | Three months | ||||
Note | 03.31.2023 | 03.31.2022 | 03.31.2023 | 03.31.2022 | |
Revenues | 20 | 53,876 | 39,759 | 16,273 | 13,554 |
Costs | 21, 22 | (18,456) | (15,239) | (5,700) | (5,242) |
Gross profit | 35,420 | 24,520 | 10,573 | 8,312 | |
Net (loss) / gain from fair value adjustment of investment properties | 8 | (34,909) | (22,666) | 1,039 | (75,901) |
General and administrative expenses | 21 | (7,438) | (6,363) | (2,632) | (1,872) |
Selling expenses | 21 | (2,917) | (2,755) | (1,342) | (763) |
Other operating results, net | 23 | (4,764) | (153) | (1,038) | (57) |
(Loss) / profit from operations | (14,608) | (7,417) | 6,600 | (70,281) | |
Share of profit / (loss) of associates and joint ventures | 7 | 1,380 | (1,539) | (224) | (1,254) |
(Loss) / profit before financial results and income tax | (13,228) | (8,956) | 6,376 | (71,535) | |
Finance income | 24 | 498 | 590 | 171 | 216 |
Finance costs | 24 | (10,014) | (12,993) | (3,716) | (3,847) |
Other financial results | 24 | 8,127 | 30,098 | 5,029 | 11,943 |
Inflation adjustment | 24 | 10,946 | 2,464 | 458 | 1,445 |
Financial results, net | 9,557 | 20,159 | 1,942 | 9,757 | |
(Loss) / profit before income tax | (3,671) | 11,203 | 8,318 | (61,778) | |
Income tax | 19 | 35,439 | 12,298 | 4,660 | 24,765 |
Profit / (loss) for the period | 31,768 | 23,501 | 12,978 | (37,013) | |
Other comprehensive income: | |||||
Items that may be reclassified subsequently to profit or loss: | |||||
Currency translation adjustment | (862) | (1,397) | (381) | (368) | |
Revaluation deficit | (213) | - | - | - | |
Total other comprehensive loss for the period (i) | (1,075) | (1,397) | (381) | (368) | |
Total comprehensive income / (loss) for the period | 30,693 | 22,104 | 12,597 | (37,381) | |
Profit / (loss) for the period attributable to: | |||||
Equity holders of the parent | 30,768 | 25,476 | 12,399 | (35,518) | |
Non-controlling interest | 1,000 | (1,975) | 579 | (1,495) | |
Total comprehensive income / (loss) attributable to: | |||||
Equity holders of the parent | 29,689 | 24,091 | 12,017 | (35,905) | |
Non-controlling interest | 1,004 | (1,987) | 578 | (1,479) | |
Profit / (loss) per share attributable to equity holders of the parent: (ii) | |||||
Basic | 38.44 | 31.49 | 15.49 | (43.91) | |
Diluted | 34.46 | 28.60 | 13.89 | (43.91) |
(i)
Components of other comprehensive income have no impact on income tax.
(ii)
The basic profit per share has been calculated using 800,355,749 shares at 03.31.23 and 808,894,532 shares at 03.31.22. If 800,355,749 shares as of 03.31.22 had been used for the calculation, the profit per share would be ARS 31.83. The diluted profit per share has been calculated using 892,820,724 shares as of 03.31.23 and 890,834,686 shares as of 03.31.22. If 892,820,724 shares as of 03.31.22 had been used for the calculation, the result per share would be ARS 28.53. See note 17 to the Annual Financial Statements as of June 30, 2022.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
. Eduardo S. Elsztain President |
3
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2023
(All amounts in millions of pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Attributable to equity holders of the parent | |||||||||||||
Share capital | |||||||||||||
Outstanding shares | 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 (iv) | Retained earnings | Subtotal | Non-controlling interest | Total Shareholders’ equity | |
Balance as of June 30, 2022 | 805 | 6 | 60,323 | 5,077 | 114,798 | 423 | 5,430 | 40,330 | (10,889) | 60,360 | 276,663 | 18,938 | 295,601 |
Profit for the period | - | - | - | - | - | - | - | - | - | 30,768 | 30,768 | 1,000 | 31,768 |
Other comprehensive (loss) / income for the period | - | - | - | - | - | - | - | - | (1,079) | - | (1,079) | 4 | (1,075) |
Total comprehensive (loss) / income for the period | - | - | - | - | - | - | - | - | (1,079) | 30,768 | 29,689 | 1,004 | 30,693 |
Assignment of results according to A.G.O. | - | - | - | - | - | - | 2,679 | - | 44,704 | (47,383) | - | - | - |
Warrants exercise (ii) | - | - | - | (15) | 36 | - | - | - | - | - | 21 | - | 21 |
Repurchase of treasury shares (iii) | (5) | 5 | - | - | - | - | - | - | (983) | - | (983) | - | (983) |
Dividends distribution | - | - | - | - | - | - | - | - | - | (7,559) | (7,559) | (1,555) | (9,114) |
Other changes in equity | - | - | - | - | - | - | - | - | (59) | - | (59) | 2 | (57) |
Reserve for share-based payments | - | - | - | - | - | (6) | - | - | 6 | - | - | - | - |
Changes in non-controlling interest | - | - | - | - | - | - | - | - | (18) | - | (18) | 18 | - |
Balance as of March 31, 2023 | 800 | 11 | 60,323 | 5,062 | 114,834 | 417 | 8,109 | 40,330 | 31,682 | 36,186 | 297,754 | 18,407 | 316,161 |
(i) Includes ARS 4 of Inflation adjustment of treasury shares. See Note 17 to the Annual Financial Statements.
(ii) As of March 31, 2023, the remaining warrants to exercise amount to 79,722,318, equivalent to the same number of shares. See Note 28 to these Financial Statements.
(iii) Related to the Shares Buyback Program approved by the Board on March 11, 2022. As of March 31, 2023 the Company has bought 9,419,623 shares. See Note 28 to these Financial Statements.
(iv) Group´s other reserves for the period ended March 31, 2023 are comprised 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 | (1,296) | 7,259 | 878 | 2,329 | (20,059) | (10,889) |
Other comprehensive loss for the period | - | - | (865) | - | (214) | (1,079) |
Total comprehensive loss for the period | - | - | (865) | - | (214) | (1,079) |
Assignment of results according to A.G.O. | - | - | - | 44,704 | - | 44,704 |
Repurchase of treasury shares | (983) | - | - | - | - | (983) |
Other changes in equity | - | - | (59) | - | - | (59) |
Reserve for share-based payments | 8 | - | - | - | (2) | 6 |
Changes in non-controlling interest | - | - | - | - | (18) | (18) |
Balance as of March 31, 2023 | (2,271) | 7,259 | (46) | 47,033 | (20,293) | 31,682 |
(1) Includes revaluation surplus.
There are no cumulative unpaid dividends on preferred shares.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
. Eduardo S. Elsztain President |
4
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2022
(All amounts in millions of pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Attributable to equity holders of the parent | ||||||||||||||
Share capital | ||||||||||||||
Outstanding shares | Shares to issue | 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 | 657 | - | 2 | 60,115 | 5,079 | 68,854 | 423 | 4,578 | 40,330 | 77,951 | (81,398) | 176,591 | 59,666 | 236,257 |
Profit / (loss) for the period | - | - | - | - | - | - | - | - | - | - | 25,476 | 25,476 | (1,975) | 23,501 |
Other comprehensive loss for the period | - | - | - | - | - | - | - | - | - | (1,385) | - | (1,385) | (12) | (1,397) |
Total comprehensive (loss) / income for the period | - | - | - | - | - | - | - | - | - | (1,385) | 25,476 | 24,091 | (1,987) | 22,104 |
Assignment of results according to A.G.O. | - | - | - | - | - | - | - | - | - | (87,660) | 87,660 | - | - | - |
Warrants exercise | - | - | - | - | (2) | 10 | - | - | - | - | - | 8 | - | 8 |
Repurchase of own shares | - | - | - | - | - | - | - | - | - | (67) | - | (67) | - | (67) |
Capitalization of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | - | - | 53 | 53 |
Dividends distribution | - | - | - | - | - | - | - | - | - | - | - | - | (186) | (186) |
Incorporated by merger | - | 152 | - | 208 | - | 46,085 | - | 852 | - | (999) | (6,076) | 40,222 | (40,396) | (174) |
Balance as of March 31, 2022 | 657 | 152 | 2 | 60,323 | 5,077 | 114,949 | 423 | 5,430 | 40,330 | (12,160) | 25,662 | 240,845 | 17,150 | 257,995 |
(i) Includes ARS 2 of Inflation adjustment of treasury shares. See Note 17 to the Annual Financial Statements.
(ii) Group’s other reserves for the period ended March 31, 2022 are comprised 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 | (731) | 7,259 | 1,847 | 89,989 | (20,413) | 77,951 |
Other comprehensive loss for the period | - | - | (1,385) | - | - | (1,385) |
Total comprehensive loss for the period | - | - | (1,385) | - | - | (1,385) |
Assignment of results according to A.G.O. | - | - | - | (87,660) | - | (87,660) |
Repurchase of treasury shares | (67) | - | - | - | - | (67) |
Incorporated by merger | - | - | (33) | - | (966) | (999) |
Balance as of March 31, 2022 | (798) | 7,259 | 429 | 2,329 | (21,379) | (12,160) |
(1) Includes revaluation surplus.
There are no cumulative unpaid dividends on preferred shares.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
. Eduardo S. Elsztain President |
5
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statements of Cash Flows
for the nine-month periods ended March 31, 2023 and 2022
(All amounts in millions of pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Note | 03.31.2023 | 03.31.2022 | |
Operating activities: | |||
Net cash generated from operations before income tax paid | 15 | 21,880 | 14,893 |
Income tax paid | (1,578) | (427) | |
Net cash generated from operating activities | 20,302 | 14,466 | |
Investing activities: | |||
Contributions and issuance of capital in associates and joint ventures | (20) | (282) | |
Acquisition and improvements of investment properties | (2,096) | (4,631) | |
Prepayment for investment properties purchases | (1,690) | (4,574) | |
Proceeds from sales of investment properties | 18,271 | 23,406 | |
Acquisitions and improvements of property, plant and equipment | (385) | (284) | |
Proceeds from sales of property, plant and equipment | 2,212 | - | |
Acquisitions of intangible assets | (70) | (43) | |
Dividends collected from associates and joint ventures | 258 | 6,245 | |
Proceeds from loans granted | 1 | 789 | |
Proceeds / (payment) of derivative financial instruments | 14 | (123) | |
Acquisitions of investments in financial assets | (14,743) | (17,486) | |
Proceeds from disposal of investments in financial assets | 19,887 | 16,220 | |
Interest collected | 254 | 456 | |
Increase in loans granted to related parties | (1) | - | |
Proceeds from sales of intangible assets | - | 276 | |
Net cash generated from investing activities | 21,892 | 19,969 | |
Financing activities: | |||
Borrowings, issuance and new placement of non-convertible notes | 20,653 | 14,393 | |
Payment of borrowings and non-convertible notes | (53,989) | (17,353) | |
Payment of short-term loans, net | (562) | (8,243) | |
Interests paid | (8,579) | (13,559) | |
Repurchase of non-convertible notes | - | (1,602) | |
Proceeds from warrants exercise | 21 | 8 | |
Payment of borrowings to related parties | (22) | (709) | |
Dividends paid | (5,245) | (186) | |
Payment of lease liabilities | (20) | (51) | |
Repurchase of treasury shares | (983) | (67) | |
Net cash used in financing activities | (48,726) | (27,369) | |
Net (decrease) / increase in cash and cash equivalents | (6,532) | 7,066 | |
Cash and cash equivalents at beginning of period | 22,251 | 5,514 | |
Inflation adjustment | (550) | (423) | |
Foreign exchange loss on cash and changes in fair value for cash equivalents | (183) | (539) | |
Cash and cash equivalents at end of period | 13 | 14,986 | 11,618 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
. Eduardo S. Elsztain President |
6
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Amounts in millions of pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1.
The Group’s business and general information
These Financial Statements have been approved for issuance by the Board of Directors, on May 8, 2023.
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.
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 29.91% interest in Banco Hipotecario S.A. (BHSA), which is a leading commercial bank in the provision of mortgaged loans in Argentina. BHSA's shares are listed on the BYMA.
The Group operates and holds a majority interest (with the exception of La Ribera Shopping Center, of which it has a 50% ownership interest) in a portfolio of 14 shopping malls in Argentina, six of which are located in the Autonomous City of Buenos Aires (Abasto Shopping, Alcorta Shopping, Alto Palermo, Patio Bullrich, Dot Baires Shopping and Distrito Arcos), two in Buenos Aires province (Alto Avellaneda and Soleil Premium Outlet) and the rest are situated in different provinces (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 in the City of Córdoba, Alto Comahue in the City of Neuquén and La Ribera Shopping in the City of Santa Fe). The Group also owns the historic building where the Patio Olmos Shopping Mall is located, operated by a third party.
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.
2.
Summary of significant accounting policies
2.1.
Basis of preparation
These financial statements have been prepared in accordance with IAS 34 “Interim financial reporting” and should therefore be read in conjunction with the Group's annual Consolidated Financial Statements as of June 30, 2022 prepared in accordance with IFRS. Also, these financial statements include additional information required by Law No. 19,550 and / or regulations of the CNV. Such information is included in the notes to these financial statements, as accepted by IFRS.
These financial statements for the interim periods of nine months ended March 31, 2023 and 2022 have not been audited. Management considers that they include all the necessary adjustments to fairly present the results of each period. Intermediate period results do not necessarily reflect the proportion of the Group's results for the entire fiscal years.
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 period, 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 by non-monetary items. This requirement also includes the comparative information of the financial statements.
7
IRSA Inversiones y Representaciones Sociedad Anónima
In order to conclude on whether an economy is categorized as highly 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 approximates or exceeds 100%. Accumulated inflation in Argentina in three years is over 100%. For that reason, in accordance with IAS 29, Argentina must be considered a country with a highly inflationary economy starting July 1, 2018.
In relation to the inflation index to be used and in accordance with FACPCE Resolution No. 539/18, it is determined based on the Wholesale Price Index (IPIM) until 2016, considering the average variation of the Consumer Price Index (CPI) of the Autonomous City of Buenos Aires for the months of November and December 2015, because during those two months there were no national IPIM measurements. Then, from January 2017, the National Consumer Price Index (National CPI) is considered. The table below presents the index for the period ended March 31, 2023, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18.
As of March 31, 2023 (accumulated nine months) | |
Price variation | 74% |
As a consequence of the aforementioned, these financial statements as of March 31, 2023 were restated in accordance with IAS 29.
2.2.
Significant accounting policies
The accounting policies applied in the presentation of these Financial Statements are consistent with those applied in the preparation of the Annual Financial Statements, as described in Note 2 to those Financial Statements.
2.3.
Comparability of information
Balance items as of June 30, 2022 and March 31, 2022 presented in these Unaudited Condensed Interim Consolidated Financial Statements for comparative purposes arise from the financial statements as of and for such periods restated according to IAS 29 (See note 2.1). Certain items from prior periods have been reclassified for consistency purposes.
2.4.
Use of estimates
The preparation of Financial Statements at a certain date requires Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these financial statements. In the preparation of these financial statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same as the ones applied by the Group in the preparation of the Annual Financial Statements described in Note 3 to those Financial Statements.
3.
Seasonal effects on operations
The operations of the Group’s shopping malls are subject to seasonal effects, which affect the level of sales recorded by lessees. During summertime in Argentina (January and February), the lessees of shopping malls experience the lowest sales levels in comparison with the winter holidays (July) and Christmas and year-end holidays celebrated in December, when they tend to record peaks of sales. Apparel stores generally change their collections during the spring and the fall, which impacts positively on shopping malls sales. Sale discounts at the end of each season also affect the business. As a consequence, for shopping mall operations, a higher level of business activity is expected in the period from July through December, compared to the period from January through June.
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4.
Acquisitions and disposals
Significant acquisitions and disposals for the nine-month period ended March 31, 2023 are detailed below. Significant acquisitions and disposals for the fiscal year ended June 30, 2022, are detailed in Note 4 to the Annual Financial Statements.
A.
“Della Paolera 261” floors sale
On August 17, 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 12.6 million (USD/square meters 10,60), which had 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 set at USD 22.5 million, which had 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 set at USD 58.7 million, which had already been paid.
B.
Córdoba barter transaction
On August 18, 2022, the transfer of ownership was made for the barter 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 2 million, and in exchange, the client assumes the commitment and the obligation to transfer, under the horizontal property regime, future real estate consisting of functional units (apartments) and complementary units (storage rooms), whose construction and completion will be at its sole expense.
C.
Zetol – Sell of plot and Boating Trust interest
On November 23, 2022, Zetol 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.
Later that day, a novation agreement was made between Zetol and the Trust, substituting the receivable of USD 2 million that Zetol had for the sale of the plot, becoming trustor and beneficiary of the trust that will carry out the real estate development. Due to this, Zetol has the right to receive the net proceeds from the sale of units, equivalent to 791.7 square meters. Such a contract has established a minimum amount to be received.
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 1,435 million, which was paid in full. On March 7th, 2023, the property was awarded.
As of the date of these financial statements, possession and the signing of the title transfer deed are pending. Simultaneously with the deed, the Company is obligated to sign a loan agreement with GCABA, 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.
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IRSA Inversiones y Representaciones Sociedad Anónima
As of the date of the financial statements, and since possession and the title deed of the property have not yet been granted, the amount paid was accounted for in the item "Advances to suppliers”.
5.
Financial risk management and fair value estimates
These Financial Statements do not include all the information and disclosures on financial risk management; therefore, they should be read along with Note 5 to the Annual Financial Statements. There have been no changes in risk management or risk management policies applied by the Group since year-end.
From June 30, 2022 and up to the date of issuance of these Financial Statements, there have been no significant changes in business or economic circumstances affecting the fair value of the Group's assets or liabilities (either measured at fair value or amortized cost).
6.
Segment information
Segment information was prepared and classified according to the business in which the Group operates, they were described in Note 6 to the Annual Financial Statements.
Below is a summary of the Group’s operating segments and a reconciliation between the operating income according to segment information and the operating income of the Statements of Income and Other Comprehensive Income of the Group for the periods ended March 31, 2023 and 2022:
Nine months ended March 31, 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 and other comprehensive income / statement of financial position | |
Revenues | 43,529 | (252) | 10,599 | - | 53,876 |
Costs | (7,782) | 119 | (10,793) | - | (18,456) |
Gross profit / (loss) | 35,747 | (133) | (194) | - | 35,420 |
Net loss from fair value adjustment of investment properties | (35,784) | 875 | - | - | (34,909) |
General and administrative expenses | (7,507) | 37 | - | 32 | (7,438) |
Selling expenses | (2,933) | 16 | - | - | (2,917) |
Other operating results, net | (4,812) | (19) | 99 | (32) | (4,764) |
Loss from operations | (15,289) | 776 | (95) | - | (14,608) |
Share of profit of associates and joint ventures | 1,925 | (545) | - | - | 1,380 |
Segment loss | (13,364) | 231 | (95) | - | (13,228) |
Reportable assets | 514,119 | (3,184) | - | 70,598 | 581,533 |
Reportable liabilities | - | - | - | (265,372) | (265,372) |
Net reportable assets | 514,119 | (3,184) | - | (194,774) | 316,161 |
Nine months ended March 31, 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 and other comprehensive income / statement of financial position | |
Revenues | 31,939 | (325) | 8,176 | (31) | 39,759 |
Costs | (6,957) | 123 | (8,404) | (1) | (15,239) |
Gross profit / (loss) | 24,982 | (202) | (228) | (32) | 24,520 |
Net loss from fair value adjustment of investment properties | (24,932) | 2,266 | - | - | (22,666) |
General and administrative expenses | (6,451) | 19 | - | 69 | (6,363) |
Selling expenses | (2,751) | (4) | - | - | (2,755) |
Other operating results, net | (198) | - | 82 | (37) | (153) |
Loss from operations | (9,350) | 2,079 | (146) | - | (7,417) |
Share of (loss) / profit of associates and joint ventures | (145) | (1,394) | - | - | (1,539) |
Segment loss | (9,495) | 685 | (146) | - | (8,956) |
Reportable assets | 534,525 | (3,375) | - | 64,503 | 595,653 |
Reportable liabilities | - | - | - | (337,661) | (337,661) |
Net reportable assets | 534,525 | (3,375) | - | (273,158) | 257,992 |
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IRSA Inversiones y Representaciones Sociedad Anónima
(1)
Represents the equity value of joint ventures that were proportionately consolidated for segment information.
(2)
Includes 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). Includes deferred income tax assets, 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 25 as of March 31, 2022.
Below is a summarized analysis of the segments from the Group for the periods ended March 31, 2023 and 2022:
Nine months ended March 31, 2023 | ||||||
Shopping Malls | Offices | Sales and developments | Hotels | Others | Total | |
Revenues | 28,073 | 2,908 | 2,750 | 9,249 | 549 | 43,529 |
Costs | (1,937) | (241) | (748) | (4,411) | (445) | (7,782) |
Gross profit | 26,136 | 2,667 | 2,002 | 4,838 | 104 | 35,747 |
Net loss from fair value adjustment of investment properties | (10,518) | (4,435) | (20,746) | - | (85) | (35,784) |
General and administrative expenses | (3,686) | (417) | (1,362) | (1,401) | (641) | (7,507) |
Selling expenses | (1,351) | (57) | (850) | (611) | (64) | (2,933) |
Other operating results, net | (239) | (39) | (572) | (114) | (3,848) | (4,812) |
Profit / (loss) from operations | 10,342 | (2,281) | (21,528) | 2,712 | (4,534) | (15,289) |
Share of profit of associates and joint ventures | - | - | - | - | 1,925 | 1,925 |
Segment profit / (loss) | 10,342 | (2,281) | (21,528) | 2,712 | (2,609) | (13,364) |
Investment properties and trading properties | 149,733 | 100,083 | 227,212 | - | 655 | 477,683 |
Investment in associates and joint ventures | - | - | - | - | 21,976 | 21,976 |
Other operating assets | 447 | 89 | 5,602 | 7,129 | 1,193 | 14,460 |
Operating assets | 150,180 | 100,172 | 232,814 | 7,129 | 23,824 | 514,119 |
Nine months ended March 31, 2022 | ||||||
Shopping Malls | Offices | Sales and developments | Hotels | Others | Total | |
Revenues | 21,517 | 4,194 | 603 | 5,494 | 131 | 31,939 |
Costs | (2,045) | (343) | (742) | (3,075) | (752) | (6,957) |
Gross profit / (loss) | 19,472 | 3,851 | (139) | 2,419 | (621) | 24,982 |
Net (loss) / gain from fair value adjustment of investment properties | (18,932) | (26,228) | 20,048 | - | 180 | (24,932) |
General and administrative expenses | (3,442) | (985) | (688) | (950) | (386) | (6,451) |
Selling expenses | (1,140) | (212) | (909) | (435) | (55) | (2,751) |
Other operating results, net | (243) | (78) | (16) | (20) | 159 | (198) |
(Loss) / profit from operations | (4,285) | (23,652) | 18,296 | 1,014 | (723) | (9,350) |
Share of loss of associates and joint ventures | - | - | - | - | (145) | (145) |
Segment (loss) / profit | (4,285) | (23,652) | 18,296 | 1,014 | (868) | (9,495) |
Investment properties and trading properties | 138,858 | 150,117 | 206,027 | - | 835 | 495,837 |
Investment in associates and joint ventures | - | - | - | - | 19,243 | 19,243 |
Other operating assets | 531 | 4,717 | 4,852 | 7,148 | 2,197 | 19,445 |
Operating assets | 139,389 | 154,834 | 210,879 | 7,148 | 22,275 | 534,525 |
7.
Investments in associates and joint ventures
Changes in the Group’s investments in associates and joint ventures for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
March 31, 2023 | June 30, 2022 | |
Beginning of the period / year | 28,085 | 34,721 |
Increase of equity interest and capital contributions | 44 | 1,803 |
Share of profit / (loss) | 1,380 | (618) |
Currency translation adjustment | (31) | (824) |
Dividends | (258) | (6,245) |
Others | - | (752) |
End of the period / year (i) | 29,220 | 28,085 |
(i)
As of June 30, 2022 includes ARS (14), reflecting interests in companies with negative equity, which were disclosed in “Provisions” (Note 18).
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% ownership interest | Value of Group's interest in equity | Group's interest in comprehensive income / (loss) | ||||
Name of the entity | March 31, 2023 | June 30, 2022 | March 31, 2023 | June 30, 2022 | March 31, 2023 | March 31, 2022 |
Associates | ||||||
New Lipstick | 49.96% | 49.96% | 244 | 249 | (6) | 230 |
BHSA | 29.91% | 29.91% | 18,294 | 16,833 | 1,461 | (161) |
Quality | 50.00% | 50.00% | 6,105 | 6,719 | (658) | (1,395) |
La Rural S.A. | 50.00% | 50.00% | 1,042 | 423 | 627 | 62 |
GCDI (former TGLT S.A.) (1) | 27.82% | 27.82% | 1,266 | 1,416 | (150) | (709) |
Other joint ventures | N/A | N/A | 2,269 | 2,445 | 75 | (225) |
Total associates and joint ventures | 29,220 | 28,085 | 1,349 | (2,198) |
Below is additional information about the Group’s investments in associates and joint ventures:
Latest financial statements issued | ||||||
Name of the entity | Place of business / Country of incorporation | Main activity | Common shares 1 vote | Share capital (nominal value) | (Loss) / profit for the period | Shareholders’ equity |
Associates | ||||||
New Lipstick | U.S. | Real estate | N/A | - | (*) (2) | (*) (43) |
BHSA | Argentina | Financial | 448,689,072 | (**) 1,500 | (**) 4,885 | (**) 59,312 |
Quality | Argentina | Real estate | 101,126,564 | 2,843 | (1,317) | 11,943 |
La Rural SA | Argentina | Organization of events | 714,998 | 1 | 598 | 1,516 |
GCDI (former TGLT S.A.) (1) | Argentina | Real estate | 257,330,595 | 915 | (2,458) | 4,590 |
(*)
Amounts in millions of US Dollars under US GAAP.
(**)
Information as of March 31, 2023 according to IFRS.
(1)
See note 8 to the Annual Financial Statements as of June 30, 2022.
Puerto Retiro (joint venture):
There have been no changes to what was informed in Note 8 to the Annual Financial Statements.
8.
Investment properties
Changes in the Group’s investment properties for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
Nine months ended March 31, 2023 | Year ended June 30, 2022 | |||
Nivel 2 | Nivel 3 | Nivel 2 | Nivel 3 | |
Fair value at the beginning of the period / year | 363,231 | 147,578 | 267,295 | 255,781 |
Additions | 738 | 1,348 | 12,825 | 3,574 |
Capitalized leasing costs | 11 | 27 | 40 | 33 |
Amortization of capitalized leasing costs (i) | (13) | (11) | (63) | (16) |
Transfers | 1,646 | 719 | 108,591 | (110,256) |
Disposals | (18,334) | - | (50,709) | - |
Currency translation adjustment | (12) | - | (59) | - |
Net (loss) / gain from fair value adjustment (ii) | (25,271) | (9,638) | 25,311 | (1,538) |
Fair value at the end of the period / year | 321,996 | 140,023 | 363,231 | 147,578 |
(i)
Amortization charges of capitalized leasing costs were recognized in "General and administrative expenses" in the Statement of Income (Note 21).
(ii)
For the nine-month period ended March 31, 2023, the net loss from fair value adjustment of investment properties was ARS 34,909. The net impact of the values in pesos of our properties was mainly a consequence of the change in macroeconomic conditions:
a)
gain of ARS 9,551 as a consequence of the variation in the projected income growth rate increase and the conversion to dollars of the projected cash flow in pesos according to the exchange rate estimates used in the cash flow from shopping malls.
b)
positive impact of ARS 56,335 resulting from the conversion into pesos of the value of the shopping malls in dollars based on the exchange rate at the end of the period.
c)
an increase of 140 basis points in the discount rate, mainly due to an increase in the country-risk rate component of the WACC discount rate used to discount the cash flow, which led to a decrease in the value of the shopping malls of ARS 10,210.
d)
Additionally, due to the impact of the inflation adjustment, ARS 66,852 were reclassified for shopping malls from “Net gain from fair value adjustment” to “Inflation Adjustment” in the Statement of Income and Other Comprehensive Income.
e)
The value of our office buildings and other rental properties measured in real terms decreased by 12,15% during the nine-month period ended as of March 31, 2023, due to the variation of the implicit exchange rate. Likewise, there is an impact for the sales of the period.
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The following is the balance by type of investment property of the Group for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022:
03.31.2023 | 06.30.2022 | |
Shopping Malls | 148,629 | 156,994 |
Offices and other rental properties | 109,068 | 129,469 |
Undeveloped parcels of land | 203,643 | 222,852 |
Properties under development | 256 | 988 |
Others | 423 | 506 |
Total | 462,019 | 510,809 |
The following amounts have been recognized in the Statements of Income and Other Comprehensive Income:
03.31.2023 | 03.31.2022 | |
Rental and services income (Note 20) | 42,182 | 34,030 |
Direct operating expenses | (13,467) | (11,592) |
Development expenses | (152) | (386) |
Net realized gain from fair value adjustment of investment properties (i) | 9,767 | 9,602 |
Net unrealized loss from fair value adjustment of investment properties | (44,676) | (32,268) |
(i)
As of March 31, 2023 corresponds ARS 360 to the realized result from fair value adjustment for the period ((ARS 47) for the sale of parking spaces of Libertador 498 and ARS 407 for the sale of floors of Catalinas Building) and ARS 9,407 for realized result from fair value adjustment made in previous years (ARS 117 for the sale of parking spaces of Libertador 498 and ARS 9,290 for the sale of floors of Catalinas Building). As of March 31, 2022, (ARS 5,205) corresponds to the result for changes in the fair value realized for the period ((ARS 178) for the sale of Casona Hudson, (ARS 39) for the sale of the Merlo Land, (ARS 43) for the sale of the Mariano Acosta Land, (ARS 186) for the sale of parking spaces of Libertador 498 and ARS (4,759) for the sale of floors of Catalinas Building) and ARS 14,807 for the result of changes in fair value made in previous years (ARS 208 for the sale of Casona Hudson, ARS 184 for the sale of the Merlo Land, ARS 174 for the sale of the Mariano Acosta Land, ARS 382 for the sale of parking spaces of Libertador 498 and ARS 13,859 for the sale of floors of Catalinas Building).
Valuation techniques are described in Note 9 to the Annual Financial Statements. There were no changes to such techniques.
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 895,000 sqm, which will drive growth for the coming years through the development of mixed-use projects
IRSA will allocate 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, to which the sum of USD 2 million in cash and the amount of 3,000,000 sovereign bonds (AL35) will also be contributed
Likewise, the Company 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 10 years or until the sum of USD 10 million is completed.
“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.
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On October 29, 2021, the company was notified of the protective action lawsuit filed in relation to the property, in which it was argued that there were nullities that affected the approval process of the Urban Development Agreement (UDA). Later, the lawsuit was expanded, challenging additional issues proposed in the UDA. The Company proceeded to answer the notification on November 12, 2021, requesting its rejection and on March 10, 2022, the court issued a ruling partially upholding the protective petition, which was appealed by the Company and the Government of the Autonomous City of Buenos Aires. On March 6, 2023, the Administrative, Tax and Consumer Relations Litigation- Room IV revoked the first instance ruling and dismissed the lawsuit. Since the ruling was not appealed, the case has concluded and as of the date, the Company has no ongoing legal proceedings related to the Costa Urbana project.
9.
Property, plant and equipment
Changes in the Group’s property, plant and equipment for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
Nine months ended March 31, 2023 | Year ended June 30, 2022 | ||||
Buildings and facilities | Machinery and equipment | Others | Total | Total | |
Costs | 23,294 | 7,297 | 1,652 | 32,243 | 29,038 |
Accumulated depreciation | (10,176) | (6,886) | (1,265) | (18,327) | (17,197) |
Net book amount at the beginning of the period / year | 13,118 | 411 | 387 | 13,916 | 11,841 |
Additions | 293 | 61 | 31 | 385 | 583 |
Disposals | (2,734) | - | - | (2,734) | (5) |
Currency translation adjustment | - | - | (3) | (3) | (5) |
Transfers | (2,593) | 15 | - | (2,578) | 2,632 |
Depreciation charges (i) | (587) | (172) | (52) | (811) | (1,130) |
Balances at the end of the period / year | 7,497 | 315 | 363 | 8,175 | 13,916 |
Costs | 18,260 | 7,373 | 1,680 | 27,313 | 32,243 |
Accumulated depreciation | (10,763) | (7,058) | (1,317) | (19,138) | (18,327) |
Net book amount at the end of the period / year | 7,497 | 315 | 363 | 8,175 | 13,916 |
(i)
As of March 31, 2023, depreciation charges of property, plant and equipment were recognized as follows: ARS 587 in "Costs", ARS 221 in "General and administrative expenses" and ARS 3 in "Selling expenses", respectively in the Statement of Income and Other Comprehensive Income (Note 21).
10.
Trading properties
Changes in the Group’s trading properties for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
Nine months ended March 31, 2023 | Year ended June 30, 2022 | ||||
Completed properties | Properties under development | Undeveloped sites | Total | Total | |
Beginning of the period / year | 345 | 2,837 | 2,450 | 5,632 | 5,021 |
Additions | - | 111 | 115 | 226 | 885 |
Currency translation adjustment | - | (64) | - | (64) | (274) |
Disposals | (4) | (343) | (28) | (375) | - |
End of the period / year | 341 | 2,541 | 2,537 | 5,419 | 5,632 |
Non-current | 5,316 | 5,296 | |||
Current | 103 | 336 | |||
Total | 5,419 | 5,632 |
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11.
Intangible assets
Changes in the Group’s intangible assets for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
Nine months ended March 31, 2023 | Year ended June 30, 2022 | ||||
Goodwill | Information systems and software | Contracts and others | Total | Total | |
Costs | 386 | 2,297 | 6,009 | 8,692 | 9,403 |
Accumulated amortization | - | (1,926) | (881) | (2,807) | (2,547) |
Net book amount at the beginning of the period / year | 386 | 371 | 5,128 | 5,885 | 6,856 |
Additions | - | 70 | 406 | 476 | 179 |
Disposals | - | - | - | - | (820) |
Impairment | - | - | - | - | (70) |
Amortization charges (i) | - | (240) | (14) | (254) | (260) |
Balances at the end of the period / year | 386 | 201 | 5,520 | 6,107 | 5,885 |
Costs | 386 | 2,367 | 6,415 | 9,168 | 8,692 |
Accumulated amortization | - | (2,166) | (895) | (3,061) | (2,807) |
Net book amount at the end of the period / year | 386 | 201 | 5,520 | 6,107 | 5,885 |
(i)
As of March 31, 2023, amortization charges were recognized in the amount of ARS 153 in "Costs" and ARS 101 in "General and administrative expenses", in the Statement of Income and Other Comprehensive Income (Note 21).
12.
Right-of-use assets
The Group’s right-of-use assets as of March 31, 2023 and June 30, 2022 are the following:
March 31, 2023 | June 30, 2022 | |
Real Estate | 383 | 30 |
Machinery and equipment | - | 3 |
Convention center | 2,048 | 2,130 |
Total Right-of-use assets | 2,431 | 2,163 |
Non-current | 2,431 | 2,163 |
Total | 2,431 | 2,163 |
The depreciation charge of the right-of use-assets is detailed below:
March 31, 2023 | March 31, 2022 | |
Real Estate | 89 | 74 |
Others | 5 | 22 |
Total depreciation of right-of-use assets (i) | 94 | 96 |
(i)
As of March 31, 2023, amortization charges were recognized as follows: ARS 87 in "Costs", ARS 2 in "General and administrative expenses" and ARS 5 in "Selling expenses", respectively in the Consolidated Statement of Income and Other Comprehensive Income (Note 21).
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13.
Financial instruments by category
This note presents the financial assets and financial liabilities by category of financial instrument and a reconciliation to the corresponding line in the Consolidated Statements of Financial Position, as appropriate. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy. For further information related to fair value hierarchy refer to Note 14 to the Annual Financial Statements. Financial assets and financial liabilities as of March 31, 2023 are the following:
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 | |||||
March 31, 2023 | ||||||
Assets as per Statement of Financial Position | ||||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) | 18,712 | - | - | 18,712 | 7,822 | 26,534 |
Investments in financial assets: | ||||||
- Public companies’ securities | - | 3,260 | - | 3,260 | - | 3,260 |
- Mutual funds | - | 15,381 | - | 15,381 | - | 15,381 |
- Bonds | - | 6,988 | - | 6,988 | - | 6,988 |
- Others | 495 | 454 | - | 949 | - | 949 |
Cash and cash equivalents: | ||||||
- Cash at bank and on hand | 3,751 | - | - | 3,751 | - | 3,751 |
- Short-term investments | - | 11,235 | - | 11,235 | - | 11,235 |
Total assets | 22,958 | 37,318 | - | 60,276 | 7,822 | 68,098 |
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 | |||||
March 31, 2023 | ||||||
Liabilities as per Statement of Financial Position | ||||||
Trade and other payables | 5,810 | - | - | 5,810 | 14,241 | 20,051 |
Borrowings | 83,097 | - | - | 83,097 | - | 83,097 |
Derivative financial instruments: | ||||||
- Foreign-currency future contracts | - | 5 | - | 5 | - | 5 |
- Bond futures | - | 3 | - | 3 | - | 3 |
Total liabilities | 88,907 | 8 | - | 88,915 | 14,241 | 103,156 |
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) | 21,000 | - | - | 21,000 | 6,902 | 27,902 |
Investments in financial assets: | ||||||
- Public companies’ securities | - | 2,344 | - | 2,344 | - | 2,344 |
- Mutual funds | - | 24,156 | - | 24,156 | - | 24,156 |
- Bonds | - | 6,629 | - | 6,629 | - | 6,629 |
- Others | 17 | 463 | - | 480 | - | 480 |
Cash and cash equivalents: | ||||||
- Cash at bank and on hand | 17,441 | - | - | 17,441 | - | 17,441 |
- Short term investments | - | 4,810 | - | 4,810 | - | 4,810 |
Total assets | 38,458 | 38,402 | - | 76,860 | 6,902 | 83,762 |
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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 Statement of Financial Position | ||||||
Trade and other payables | 7,733 | - | - | 7,733 | 13,308 | 21,041 |
Borrowings | 130,159 | - | - | 130,159 | - | 130,159 |
Derivative financial instruments: | ||||||
- Swaps | - | - | 28 | 28 | - | 28 |
Total liabilities | 137,892 | - | 28 | 137,920 | 13,308 | 151,228 |
The fair value of financial assets and liabilities at their amortized cost does not differ significantly from their book value, except for borrowings (Note 17). 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).
The valuation models used by the Group for the measurement of Level 2 instruments are no different from those used as of June 30, 2022.
As of March 31, 2023, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Group.
The Group uses a range of valuation models for the measurement of Level 2 instruments. Details of such models are presented in the following table. When no quoted prices are available in an active market, fair values (particularly with derivatives) are based on recognized valuation methods.
Description | Pricing model / method | Parameters | Fair value hierarchy | Range |
Derivative financial instruments – Swaps | Theoretical price | Underlying asset price and volatility | Level | - |
14.
Trade and other receivables
Group’s trade and other receivables as of March 31, 2023 and June 30, 2022 are as follows:
March 31, 2023 | June 30, 2022 | |
Sale, leases and services receivables | 11,581 | 13,954 |
Less: Allowance for doubtful accounts | (1,081) | (1,486) |
Total trade receivables | 10,500 | 12,468 |
Borrowings, deposits and others | 7,380 | 7,560 |
Advances to suppliers | 3,294 | 1,597 |
Tax receivables | 1,438 | 1,628 |
Prepaid expenses | 524 | 590 |
Long-term incentive plan | 1 | 1 |
Dividends | 117 | 355 |
Others | 2,199 | 2,217 |
Total other receivables | 14,953 | 13,948 |
Total trade and other receivables | 25,453 | 26,416 |
Non-current | 2,813 | 7,552 |
Current | 22,640 | 18,864 |
Total | 25,453 | 26,416 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Movements on the Group’s allowance for doubtful accounts were as follows:
March 31, 2023 | June 30, 2022 | |
Beginning of the period / year | 1,486 | 2,430 |
Additions (i) | 130 | 435 |
Recovery (i) | (93) | (491) |
Exchange rate differences | 238 | 127 |
Receivables written off during the period/year as uncollectible | - | (21) |
Inflation adjustment | (680) | (994) |
End of the period / year | 1,081 | 1,486 |
(i)
Additions and recovery of the allowance for doubtful accounts have been included in “Selling expenses” in the Statement of Income and Other Comprehensive Income (Note 21).
15.
Cash flow and cash equivalent information
Following is a detailed description of cash flows generated by the Group’s operations for the nine-month periods ended March 31, 2023 and 2022:
Note | Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | |
Profit for the period | 31,768 | 23,501 | |
Adjustments for: | |||
Income tax | 19 | (35,439) | (12,298) |
Amortization and depreciation | 21 | 1,183 | 1,180 |
Loss from disposal of property, plant and equipment | 553 | - | |
Net loss from fair value adjustment of investment properties | 34,909 | 22,666 | |
Gain from disposal of trading properties | (1,970) | - | |
Realization of currency translation adjustment | (346) | - | |
Net gain from disposal of intangible assets | - | (190) | |
Financial results, net | (11,967) | (23,760) | |
Provisions and allowances | 6,863 | 1,729 | |
Share of (profit) / loss of associates and joint ventures | 7 | (1,380) | 1,539 |
Changes in operating assets and liabilities: | |||
Increase in inventories | (86) | (14) | |
Decrease / (increase) in trading properties | 103 | (194) | |
Decrease / (increase) in trade and other receivables | 338 | (174) | |
(Decrease) / increase in trade and other payables | (2,728) | 1,322 | |
Increase / (decrease) in salaries and social security liabilities | 115 | (272) | |
Decrease in provisions | (36) | (142) | |
Net cash generated from operating activities before income tax paid | 21,880 | 14,893 | |
The following table presents a detail of significant non-cash transactions occurred in the nine-month periods ended March 31, 2023 and 2022:
Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | |
Increase of intangible assets through an increase of trade and other payables | - | 8 |
Decrease in investment properties through an increase in property, plant and equipment | 15 | 2,672 |
Decrease in lease liabilities through a decrease in trade and other receivables | - | 6 |
Increase in intangible assets through a decrease in trading properties | 406 | - |
Increase in intangible assets through an increase salaries and social security liabilities | - | 35 |
Currency translation adjustment and other comprehensive income | 1,075 | 1,397 |
Increase in investment properties through an increase in trade and other payables | 28 | 321 |
Increase in investments in associates through a decrease in investments in financial assets | - | 1,506 |
Issuance of NCN | 37,113 | - |
Decrease in investments in financial assets through a decrease in trade and other payables | 297 | - |
Decrease in dividends receivables through an increase in investments in financial assets | 8 | - |
Increase in right-of-use assets through an increase of lease liabilities | 362 | - |
Decrease in property, plant and equipment through an increase of revaluation surplus | 213 | - |
Decrease in investment properties through a decrease in investments in financial assets | 63 | - |
Decrease in property, plant and equipment through an increase in investment properties | 2,593 | - |
Decrease in Shareholders’ Equity through a decrease in investments in financial assets | 2,500 | - |
Decrease in Shareholders’ Equity through a decrease in trade and other receivables | 1,369 | - |
Increase in investments in associates and joint ventures through a decrease in trade and other receivables | 24 | - |
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IRSA Inversiones y Representaciones Sociedad Anónima
16.
Trade and other payables
Group’s trade and other payables as of March 31, 2023 and June 30, 2022 were as follows:
March 31, 2023 | June 30, 2022 | |
Customers´ advances (*) | 6,740 | 6,341 |
Trade payables | 2,151 | 2,785 |
Accrued invoices | 1,744 | 2,053 |
Admission fees | 5,720 | 4,485 |
Other income to be accrued | 155 | 167 |
Tenant deposits | 94 | 117 |
Total trade payables | 16,604 | 15,948 |
Taxes payable | 1,626 | 2,315 |
Other payables | 1,821 | 2,778 |
Total other payables | 3,447 | 5,093 |
Total trade and other payables | 20,051 | 21,041 |
Non-current | 6,623 | 6,195 |
Current | 13,428 | 14,846 |
Total | 20,051 | 21,041 |
(*) As of March 31, 2023 mainly corresponds to admission rights and rents collected in advance, which will accrue in an average term of 3 to 5 years.
17.
Borrowings
The breakdown of the Group’s borrowings as of March 31, 2023 and June 30, 2022 was as follows:
Total as of March 31, 2023 | Total as of June 30, 2022 | Fair value as of March 31, 2023 | Fair value as of June 30, 2022 | |
NCN | 72,911 | 115,324 | 72,815 | 108,697 |
Bank loans | 22 | 1,763 | 22 | 1,773 |
Bank overdrafts | 7,701 | 10,225 | 7,701 | 10,225 |
Other borrowings | 1,391 | 1,768 | 1,391 | 1,768 |
AABE Debt | 702 | 705 | 702 | 705 |
Loans with non-controlling interests | 370 | 374 | 370 | 374 |
Total borrowings | 83,097 | 130,159 | 83,001 | 123,542 |
Non-current | 55,242 | 22,732 | ||
Current | 27,855 | 107,427 | ||
Total | 83,097 | 130,159 |
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, originally issued by IRSA CP, 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 239 million 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 million.
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 million in cash and USD 514.42 million in Series XIV Notes. Under Option A, 60.83% of the notes were accepted.
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IRSA Inversiones y Representaciones Sociedad Anónima
-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 were accepted.
In both options, the interest accrued as of the 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%.
On the exchange settlement date, the Series II Notes were partially cancelled, leaving an outstanding amount of USD 121 million. On February 8, 2023, the Series II Notes were redeemed and paid (see "Series II Notes Redemption").
Series XV and XVI Notes
On January 31, 2023, IRSA issued new Notes for a total amount of USD 90.0 million.
●
Series XV: for USD 61.75 million at a fixed rate of 8.0%, with semi-annual payments. The principal will be paid at maturity on March 25, 2025. The price of issuance was 100.0% of the nominal value.
●
Series XVI: for USD 28.25 million at a fixed rate of 7.0%, with semi-annual payments. The principal will be paid at maturity on July 25, 2025. The price of issuance was 100.0% of the nominal value. USD 5.07 million were subscribed in cash and USD 23.18 million in kind with Series IX Notes (Nominal Value USD 22.5 million) (see “Series IX Notes Redemption).
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 121 million. The redemption was carried out on February 8, 2023. The redemption price was 100% of the face value of each current and outstanding Series II Notes, plus accrued and unpaid interest, prior settlement in the exchange market of funds received from the issuance of Series XV and XVI Notes (see " Series XV and XVI Notes ").
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: March 1, 2023
Nominal Value originally issued: USD 81 million
Nominal Value to be cancelled: USD 22.5 million
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 58 million (see " Series IX Notes Partial Cancellation "). The redemption was carried out on February 17, 2023. The redemption price was 100% of the face value of the Series II Notes, plus accrued and unpaid interest, as of the date set for redemption, subject to settlement in the foreign exchange market of funds received from the issuance of Series XV and XVI Notes (see " Series XV and XVI Notes ").
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IRSA Inversiones y Representaciones Sociedad Anónima
18.
Provisions
The table below shows the movements in the Group's provisions categorized by type:
Nine months ended March 31, 2023 | Year ended June 30, 2022 | |||
Legal claims | Investments in associates and joint ventures (ii) | Total | Total | |
Beginning of period / year | 672 | 14 | 686 | 745 |
Additions (i) | 5,333 | - | 5,333 | 594 |
Share of profit of associates | - | (14) | (14) | (7) |
Recovery (i) | (146) | - | (146) | (138) |
Used during the period / year | (36) | - | (36) | (169) |
Inflation adjustment | (795) | - | (795) | (339) |
End of period / year | 5,028 | - | 5,028 | 686 |
Non-current | 4,352 | 341 | ||
Current | 676 | 345 | ||
Total | 5,028 | 686 |
(i) Additions and recovery of legal claims are included in "Other operating results, net". As of March 31, 2023 it includes the provision for the IDBD´s lawsuit.
(ii) Corresponds to investments in Puerto Retiro, a joint venture which had negative equity as of June 30, 2022.
IDBD
As indicated in Note 1 to the Annual Consolidated Financial Statements as of June 30, 2022, 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 The Company and we are evaluating the legal defense alternatives for the Company's interests. The sum of NIS 70 million, equivalent to ARS 4,071 million, was accounted for in provisions in these financial statements.
19.
Taxes
The details of the Group’s income tax, is as follows:
March 31, 2023 | March 31, 2022 | |
Current income tax (i) | 15,942 | (12,124) |
Deferred income tax | 19,497 | 24,422 |
Income tax | 35,439 | 12,298 |
(i)
Includes the reversal of provision for income tax. See “Submission of income tax presentation”.
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IRSA Inversiones y Representaciones Sociedad Anónima
Below is a reconciliation between income tax recognized and the amount which would result from applying the prevailing tax rate on profit before income tax for the nine-month periods ended March 31, 2023 and 2022:
Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | |
Loss / (profit) for the period at tax rate applicable in the respective countries | 1,319 | (3,281) |
Permanent differences: | ||
Share of profit of associates and joint ventures | (204) | (335) |
Unrecognized tax loss carryforwards | (3,663) | 9,786 |
Difference between provision and tax return | 3,998 | 582 |
Inflation adjustment permanent difference | 16,190 | 19,053 |
Non-taxable profit, non-deductible expenses and others | 15,861 | (1,399) |
Tax inflation adjustment | 1,938 | (12,108) |
Income tax | 35,439 | 12,298 |
The gross movement in the deferred income tax account is as follows:
March 31, 2023 | June 30, 2022 | |
Beginning of period / year | (171,575) | (195,069) |
Revaluation surplus reserve | - | (432) |
Deferred income tax charge | 19,497 | 23,926 |
End of period / year | (152,078) | (171,575) |
Deferred income tax assets | 259 | 132 |
Deferred income tax liabilities | (152,337) | (171,707) |
Deferred income tax liabilities, net | (152,078) | (171,575) |
Submission of income tax presentation
Dated November 15, 2021 IRSA CP hereinafter "the taxpayer", which according to what is detailed in the Note. 4.C to the Consolidated Financial Statements as of June 30, 2022 has been absorbed by the Company, 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.
The non-application of the aforementioned mechanisms would have implied that the tax to be paid amounted to ARS 1,377 in the fiscal year 2021 and ARS 11,892 in the fiscal year 2022, in this way the effective rate to be paid would have consumed a substantial portion of the income obtained by the taxpayer exceeding the reasonable limit of taxation, being configured in the opinion of the taxpayer and his tax and legal advisors an assumption of confiscation, an assumption that at the date of issuance of these financial statements has not been validated or challenged by the Argentine Tax Authority or by higher courts. Together with the aforementioned income tax presentations, a multinote form was presented in which the application of the mechanisms was reported, arguing that the effective tax rate would represent a percentage that would exceed the reasonable limits of taxation, setting up a situation of confiscation, in violation of art. 17 of the National Constitution (according to doctrine of the judgment "Candy S.A. c/AFIP and another a/ protection action", judgment of 07/03/2009, Judgments 332:1571, and subsequent precedents).
The aforementioned legal doctrine of the Supreme Court of Justice 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.
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IRSA Inversiones y Representaciones Sociedad Anónima
As of the date of issuance of these Financial Statements, there are new jurisprudential precedents in line with the position of the Company and the “Candy” judgment mentioned above. Thus, at the end of October 2022, the Supreme Court of Justice, in the “Telefónica de Argentina S.A. and another c/ EN – AFIP – DGI s/ Dirección General Impositiva” judgment ratified the opinion of the Attorney General of the Nation issued in the “Complaint Appeal No. 1, Telefónica de Argentina S.A. and Other c/ EN-AFIP DGI s/ Dirección General Impositiva” maintaining the inadmissibility of a tax that results confiscatory for the taxpayer in its application.
Considering the foregoing, the Company's Board of Directors together with its legal and tax advisors re-evaluated during the present period 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 $13,979 million, their 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, aligning the accounting treatment with the tax criteria duly presented.
Notwithstanding, IRSA did not recognize assets for deferred income tax (loss) for ARS 3,579 for fiscal year 2023, as detailed below.
The Group 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.
As previously mentioned, during this period, the Company reassessed its position regarding the eventual tax controversy and reversed the originally recognized liability. Such reassessment also implied the need to analyze the recoverability of the losses that originate from the application of the methodology mentioned. The Company prepared its tax projections and considering, among other aspects, that these assets have a legal prescription period, that estimates include assumptions with high volatility and instability due to the current macroeconomic context where it carries out its business, that the consumption or not of this tax asset is also associated with possible sales of real estate whose realization is uncertain, the Company has decided for a prudential criterion to keep it provisioned, until the moment in which the aforementioned variables stabilize and the projected scenarios are consolidated, in order to avoid recognizing uncertain assets and whose recoverability is highly volatile and tied to elements beyond their control.
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IRSA Inversiones y Representaciones Sociedad Anónima
20.
Revenues
Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | |
Base rent | 15,071 | 12,882 |
Contingent rent | 11,513 | 10,432 |
Admission rights | 2,476 | 1,750 |
Parking fees | 1,220 | 717 |
Commissions | 658 | 486 |
Property management fees | 275 | 295 |
Others | 283 | 194 |
Averaging of scheduled rent escalation | 87 | (918) |
Rentals and services income | 31,583 | 25,838 |
Revenue from hotels operation and tourism services | 9,247 | 5,491 |
Sale of trading properties | 2,447 | 238 |
Total revenues from sales, rentals and services | 43,277 | 31,567 |
Expenses and collective promotion fund | 10,599 | 8,192 |
Total revenues from expenses and collective promotion funds | 10,599 | 8,192 |
Total Group’s revenues | 53,876 | 39,759 |
21.
Expenses by nature
The Group discloses expenses in the statements of income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following table provides additional disclosures regarding expenses by nature and their relationship to the function within the Group.
Costs | General and administrative expenses | Selling expenses | Total as of March 31, 2023 | Total as of March 31, 2022 | |
Cost of sale of goods and services | 1,193 | - | - | 1,193 | 518 |
Salaries, social security costs and other personnel expenses | 6,280 | 3,175 | 475 | 9,930 | 8,247 |
Depreciation and amortization | 827 | 348 | 8 | 1,183 | 1,180 |
Fees and payments for services | 314 | 1,002 | 697 | 2,013 | 1,613 |
Maintenance, security, cleaning, repairs and others | 4,951 | 539 | 6 | 5,496 | 5,105 |
Advertising and other selling expenses | 3,117 | 3 | 211 | 3,331 | 1,975 |
Taxes, rates and contributions | 1,212 | 311 | 1,454 | 2,977 | 3,387 |
Director´s fees | - | 1,639 | - | 1,639 | 1,342 |
Leases and service charges | 230 | 116 | 6 | 352 | 471 |
Allowance for doubtful accounts, net | - | - | 37 | 37 | 15 |
Other expenses | 332 | 305 | 23 | 660 | 504 |
Total as of March 31, 2023 | 18,456 | 7,438 | 2,917 | 28,811 | - |
Total as of March 31, 2022 | 15,239 | 6,363 | 2,755 | - | 24,357 |
22.
Cost of goods sold and services provided
Total as of March 31, 2023 | Total as of March 31, 2022 | |
Inventories at the beginning of the period | 5,850 | 5,226 |
Purchases and expenses | 18,710 | 15,990 |
Currency translation adjustment | (64) | (263) |
Disposals | (375) | - |
Inventories at the end of the period | (5,665) | (5,714) |
Total costs | 18,456 | 15,239 |
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IRSA Inversiones y Representaciones Sociedad Anónima
The following table presents the composition of the Group’s inventories as of March 31, 2023 and June 30, 2022:
Total as of March 31, 2023 | Total as of June 30, 2022 | |
Real estate | 5,419 | 5,632 |
Others | 246 | 218 |
Total inventories at the end of the period (*) | 5,665 | 5,850 |
(*) Inventories include trading properties and inventories.
23.
Other operating results, net
Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | |
Realization of currency translation adjustment (*) | 346 | - |
Donations | (101) | (159) |
Lawsuits and other contingencies | (5,187) | (372) |
Administration fees | 66 | 37 |
Interest and allowances generated by operating credits | 372 | 166 |
Loss from disposal of property, plant and equipment | (553) | - |
Others | 293 | 175 |
Total other operating results, net | (4,764) | (153) |
(*) Corresponds to the liquidation of Condor, Real Estate Investment Group VII LP and Jiwin S.A.
24.
Financial results, net
Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | |
Finance income: | ||
- Interest income | 498 | 590 |
Total finance income | 498 | 590 |
Finance costs: | ||
- Interest expenses | (9,070) | (11,813) |
- Other finance costs | (944) | (1,180) |
Total finance costs | (10,014) | (12,993) |
Other financial results: | ||
- Fair value gain of financial assets and liabilities at fair value through profit or loss, net | 2,940 | 4,872 |
- Exchange rate differences, net | 4,993 | 21,876 |
- Gain from repurchase of negotiable obligations | 195 | 2,476 |
- Gain from derivative financial instruments, net | 43 | 28 |
- Other financial results | (44) | 846 |
Total other financial results | 8,127 | 30,098 |
- Inflation adjustment | 10,946 | 2,464 |
Total financial results, net | 9,557 | 20,159 |
25
IRSA Inversiones y Representaciones Sociedad Anónima
25.
Related party transactions
The following is a summary of the balances with related parties as of March 31, 2023 and June 30, 2022:
Item | March 31, 2023 | June 30, 2022 |
Trade and other receivables | 5,999 | 7,632 |
Investments in financial assets | 2,941 | 4,936 |
Borrowings | (252) | (289) |
Trade and other payables | (1,766) | (1,940) |
Total | 6,922 | 10,339 |
Related party | March 31, 2023 | June 30, 2022 | Description of transaction | Item |
New Lipstick LLC | 51 | 52 | Reimbursement of expenses receivable | Trade and other receivables |
Comparaencasa Ltd. | 455 | 476 | Other investments | Investments in financial assets |
- | (71) | Others | Trade and other payables | |
Galerias Pacifico | 916 | 1,224 | Others | Trade and other receivables |
La Rural S.A. | 440 | 428 | Loans granted | Trade and other receivables |
117 | 355 | Dividends | Trade and other receivables | |
(20) | (9) | Others | Trade and other payables | |
9 | 7 | Others | Trade and other receivables | |
(1) | - | Leases and/or rights of use payable | Trade and other payables | |
Other associates and joint ventures | - | 2 | Reimbursement of expenses receivable | Trade and other receivables |
(72) | (106) | Borrowings | Borrowings | |
10 | 12 | Leases and/or rights of use receivable | Trade and other receivables | |
17 | 35 | Management Fee | Trade and other receivables | |
(107) | (110) | NCN | Borrowings | |
(29) | (73) | Others | Trade and other payables | |
11 | 87 | Others | Trade and other receivables | |
1 | 2 | Share based payments | Trade and other payables | |
Total associates and joint ventures | 1,798 | 2,311 | ||
Cresud | - | 9 | Reimbursement of expenses receivable | Trade and other receivables |
(642) | (1,079) | Corporate services payable | Trade and other payables | |
2,486 | 4,460 | NCN | Investment in financial assets | |
(173) | (3) | Others | Trade and other payables | |
(3) | (5) | Share based payments | Trade and other payables | |
Total parent company | 1,668 | 3,382 | ||
Futuros y Opciones S.A. | 2 | 3 | Others | Trade and other receivables |
Helmir S.A. | (73) | (73) | NCN | Borrowings |
Total subsidiaries of parent company | (71) | (70) | ||
Directors | (820) | (634) | Fees for services received | Trade and other payables |
- | 1,050 | Advances | Trade and other receivables | |
(1) | - | Others | Trade and other payables | |
Yad Leviim LTD | 3,816 | 3,847 | Loans granted | Trade and other receivables |
Others (1) | (12) | (23) | Legal Services | Trade and other payables |
573 | 477 | Others | Trade and other receivables | |
(24) | (24) | Others | Trade and other payables | |
(42) | (21) | Management Fee | Trade and other payables | |
37 | 44 | Reimbursement of expenses receivable | Trade and other receivables | |
Total directors and others | 3,527 | 4,716 | ||
Total at the end of the period / year | 6,922 | 10,339 | ||
(1) Includes CAMSA, Estudio Zang, Bergel & Viñes, Austral Gold, Fundación IRSA, Hamonet S.A., Gary Gladstein and Fundación Museo de los Niños.
26
IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the results with related parties for the nine-month periods ended March 31, 2023 and 2022:
Related party | Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | Description of transaction |
BACS | - | 92 | Leases and/or rights of use |
Condor | 3 | 45 | Financial operations |
BHN Vida S.A | (1) | 43 | Leases and/or rights of use |
BHN Seguros Generales S.A. | (1) | 41 | Financial operations |
Lipstick Management LLC | - | 35 | Leases and/or rights of use |
Metropolitan 885 Third Av. LLC | - | 57 | Financial operations |
Comparaencasa Ltd. | 24 | 337 | Financial operations |
Otras asociadas y negocios conjuntos | 45 | 157 | Financial operations |
(36) | (10) | Leases and/or rights of use | |
56 | 31 | Corporate services | |
Total associates and joint ventures | 90 | 828 | |
Cresud | 62 | 78 | Leases and/or rights of use |
(1,728) | (1,518) | Corporate services | |
1,095 | (302) | Financial operations | |
Total parent company | (571) | (1,742) | |
Helmir | (10) | 4 | Financial operations |
Total parent company | (10) | 4 | |
Directors | (1,639) | (1,342) | Fees and remunerations |
Senior Management | (105) | (47) | Fees and remunerations |
Yad Leviim LTD | 131 | 151 | Financial operations |
Others (1) | (35) | 25 | Financial operations |
(8) | 8 | Leases and/or rights of use | |
(80) | (88) | Donations | |
264 | (53) | Legal services | |
(47) | (16) | Fees and remuneration | |
7 | 6 | Legal services | |
Total others | (1,512) | (1,356) | |
Total at the end of the period | (2,003) | (2,266) | |
(1)
Includes Isaac Elsztain e Hijos, CAMSA. Hamonet S.A., Estudio Zang, Bergel y Viñes, Austral Gold, La Rural, GDCI and Fundación IRSA.
The following is a summary of the transactions with related parties for the nine-month periods ended March 31, 2023 and 2022:
Related party | Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | Description of the operation |
Quality | 44 | 72 | Capital contributions |
Condor | - | 1,504 | Exchange of shares |
Comparaencasa | - | 212 | Capital contributions |
Total capital contributions | 44 | 1,788 | |
Condor | 84 | 6,245 | Dividends received |
Nuevo Puerto Santa Fe | 174 | - | Dividends received |
Total other transactions | 258 | 6,245 |
27
IRSA Inversiones y Representaciones Sociedad Anónima
26.
CNV General Resolution N° 622
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Consolidated Financial Statements that disclose the information required by the Resolution in Exhibits.
Exhibit A - Property, plant and equipment | Note 8 Investment properties and Note 9 Property, plant and equipment |
Exhibit B - Intangible assets | Note 11 Intangible assets |
Exhibit C - Investment in associates | Note 7 Investments in associates and joint ventures |
Exhibit D - Other investments | Note 13 Financial instruments by category |
Exhibit E - Provisions and allowances | Note 14 Trade and other receivables and Note 18 Provisions |
Exhibit F - Cost of sales and services provided | Note 22 Cost of goods sold and services provided |
Exhibit G - Foreign currency assets and liabilities | Note 27 Foreign currency assets and liabilities |
27.
Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
Item / Currency (1) | Amount (2) | Peso exchange rate (3) | Total as of 03.31.2023 | Total as of 06.30.2022 |
Assets | ||||
Trade and other receivables | ||||
US Dollar | 26.82 | 208.61 | 5,595 | 5,944 |
Euros | 0.08 | 226.15 | 18 | 19 |
Receivables with related parties: | ||||
US Dollar | 19.23 | 209.01 | 4,019 | 3,943 |
Total trade and other receivables | 9,632 | 9,906 | ||
Investments in financial assets | ||||
US Dollar | 37.05 | 208.61 | 7,730 | 3,001 |
Pounds | 0.77 | 257.15 | 198 | 171 |
New Israel Shekel | 7.45 | 58.16 | 433 | 1,000 |
Investments with related parties: | ||||
US Dollar | 13.06 | 209.01 | 2,730 | 4,988 |
Total investments in financial assets | 11,091 | 9,160 | ||
Derivative financial instruments | ||||
US Dollar | 0.01 | 208.61 | 3 | - |
Total Derivative financial instruments | 3 | - | ||
Cash and cash equivalents | ||||
US Dollar | 20.06 | 208.61 | 4,184 | 16,065 |
Euros | 0.01 | 226.15 | 3 | 2 |
New Israel Shekel | 1.10 | 58.16 | 64 | - |
Total cash and cash equivalents | 4,251 | 16,067 | ||
Total Assets | 24,977 | 35,133 | ||
Liabilities | ||||
Trade and other payables | ||||
US Dollar | 10.24 | 209.01 | 2,140 | 1,869 |
Euros | - | 227.11 | - | 2 |
Payables to related parties: | ||||
US Dollar | 0.04 | 209.01 | 8 | 104 |
Total Trade and other payables | 2,148 | 1,975 | ||
Borrowings | ||||
US Dollar | 312.58 | 209.01 | 65,333 | 108,857 |
Borrowings with related parties | ||||
US Dollar | 1.13 | 209.01 | 237 | 242 |
Total Borrowings | 65,570 | 109,099 | ||
Derivative financial instruments | ||||
US Dollar | 0.01 | 209.01 | 3 | 28 |
Total derivative financial instruments | 3 | 28 | ||
Lease liabilities | ||||
US Dollar | 11.19 | 209.01 | 2,338 | 1,942 |
Total lease liabilities | 2,338 | 1,942 | ||
Provisions | ||||
New Israel Shekel | 70.00 | 58.16 | 4,071 | - |
Total Provisions | 4,071 | - | ||
Total Liabilities | 74,130 | 113,044 |
(1) Considering foreign currencies as those that differ from each Group’s subsidiaries functional currency at each period/year-end.
(2) Stated in millions of each foreign currency.
(3) Exchange rates as of March 31, 2023 according to Banco de la Nación Argentina.
28
IRSA Inversiones y Representaciones Sociedad Anónima
28.
Other relevant events of the period
Shares Buyback Program extension and completion
On July 12, 2022, the Board of Directors resolved to extend the term of the shares repurchase plan that was determined by the Board of Directors on March 11, 2022, for an additional period of one hundred and twenty (120) days, maintaining the other terms and conditions that were duly informed.
On September 22, 2022, the Company completed the share buyback program, having acquired the equivalent of 9,419,623 IRSA common shares, which represent approximately 99.51% of the approved program and 1.16% of the outstanding shares.
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 4,340 million, payable in cash and/or in kind.
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 1.16% of the Share Capital.
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: Pre-dividend ratio: 1. Post-dividend ratio: 1.0442.
●
Exercise price per new share to be issued: Pre-dividend price: USD 0.432. Post-dividend price: USD 0.414.
The other terms and conditions of the warrants remain the same.
Warrants exercise
During the nine-month period ended March 31, 2023, certain warrant holders exercised their right to acquire additional shares. For this reason, USD 100,620 were received, due to the conversion of 232,804 warrants to common shares. Amounts in USD are expressed in integers.
29.
Subsequent events
Ordinary and Extraordinary Shareholders' Meeting - IRSA
On April 27, 2023, the Ordinary and Extraordinary Shareholders’ Meeting resolved:
Capital Stock increase from ARS 811 million to the sum of ARS 7,364 million, through the partial capitalization of the share premium and the resulting issuance of 6,553 will be distributed to the shareholders according to their equity interest.
Change of the par value of the shares from ARS 1 to ARS 10.
Distribution of a cash dividend for ARS 21,900 million, in proportion to the shareholders’ equity interest.
29
IRSA Inversiones y Representaciones Sociedad Anónima
On May 5, 2023, the Company distributed among its shareholders the cash dividend for an amount of ARS 21,900 equivalent to 2,731.3451% of the share capital, an amount per share of ARS 27.3135 and an amount per ADR of ARS 273.1345 (Argentine Pesos per ADR).
30
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
IRSA Inversiones y Representaciones Sociedad Anónima
Legal address: Carlos Della Paolera 261 - 9th floor
Autonomous City of Buenos Aires
Tax Registration Number: 30-52532274-9
Introduction
We have reviewed the accompanying unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima and its subsidiaries (“the Company”), which comprise the unaudited condensed interim consolidated statement of financial position at March 31, 2023, the unaudited condensed interim consolidated statements of income and other comprehensive income for the nine month period and three month period ended March 31, 2023, the unaudited condensed interim consolidated statements of changes in shareholders’ equity and of cash flows for the nine month period then ended, and selected explanatory notes.
The balances and other information for the fiscal year ended on June 30, 2022 and its interim periods are an integral part of the financial statements mentioned above; therefore, they must be considered in connection with these financial statements.
Management’s responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim consolidated financial statements in accordance with International Financial Reporting Standards, adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting standards and included by the National Securities Commission (CNV) in its regulations, as approved by the International Accounting Standards Board (IASB), and is therefore responsible for the preparation and presentation of the unaudited condensed interim consolidated financial statements mentioned in the first paragraph, in accordance with International Accounting Standard 34 Interim Financial Information (IAS 34).
Scope of our review
Our review was limited to the application of the procedures established under International Standards on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, adopted as a review standard in Argentina by Technical Pronouncement No. 33 of the FACPCE and approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of inquiries of Company staff responsible for preparing the information included in the unaudited condensed interim consolidated financial statements and of analytical and other review procedures. This review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated statement of financial position and the consolidated statements of income and other comprehensive income and of cash flows of the Company.
31
Free translation from the original prepared in Spanish for publication in Argentina
Conclusion
On the basis of our review, nothing has come to our attention that causes us to believe that the unaudited condensed interim consolidated financial statements mentioned in the first paragraph of this report have not been prepared, in all material respects, in accordance with International Accounting Standard 34 Interim financial reporting.
Report on compliance with current regulations
In accordance with current regulations, we report, in connection with IRSA Inversiones y Representaciones Sociedad Anónima, that:
a)
the unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima have not been transcribed into the Inventory and Balance Sheet book and, except for the above mentioned situation, as regards those matters that are within our competence, they are in compliance with the provisions of the General Companies Law and pertinent resolutions of the National Securities Commission;
b)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from accounting records carried in all formal aspects in accordance with legal requirements except for i) the lack of transcription to the Inventories and Balance Sheet Book, and ii) the lack of transcription to the General Journal Book of the accounting entries corresponding to the month of March 2023;
c)
we have read the Business Summary (“Reseña Informativa”), on which we have no observations to make regarding matters that are within our competence;
d)
at March 31, 2023 the debt of IRSA Inversiones y Representaciones Sociedad Anónima accrued in favor of the Argentine Integrated Social Security System, as shown by the Company’s accounting records, amounted to ARS 171,935,778, which was not due at that date.
Autonomous City of Buenos Aires, May 8, 2023.
PRICE WATERHOUSE & CO. S.R.L. (Partner) | ABELOVICH, POLANO & ASOCIADOS S.R.L. (Partner) | |
C.P.C.E.C.A.B.A. V° 1 F° 17 | C.P.C.E.C.A.B.A. V. 1 F. 30 Marcelo Héctor Fuxman Public Accountant (UBA) C.P.C.E. C.A.B.A. V. 134 F. 85 | |
Carlos Brondo Public Accountant (UNCUYO) C.P.C.E.C.A.B.A. V. 391 F. 078 | Noemí I. Cohn Public Accountant (UBA) C.P.C.E. C.A.B.A. V. 116 F. 135 |
32
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Financial Statements as of March 31, 2023 and for the nine and three-month periods ended as of that date, presented comparatively.
33
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Financial Position
as of March 31, 2023 and June 30, 2022
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Note | 03.31.2023 | 06.30.2022 | |
ASSETS | |||
Non-current assets | |||
Investment properties | 7 | 349,127 | 392,008 |
Property, plant and equipment | 8 | 973 | 3,630 |
Trading properties | 9 | 2,531 | 2,444 |
Intangible assets | 10 | 5,519 | 5,281 |
Right of use assets | 11 | 601 | 1,041 |
Investments in subsidiaries, associates and joint ventures | 6 | 126,911 | 138,693 |
Income tax credit | - | 16 | |
Trade and other receivables | 13 | 1,404 | 1,454 |
Total non-current assets | 487,066 | 544,567 | |
Current assets | |||
Trading properties | 9 | 6 | 10 |
Inventories | 92 | 94 | |
Income tax credit | 583 | 63 | |
Trade and other receivables | 13 | 18,837 | 13,303 |
Investments in financial assets | 12 | 19,076 | 28,557 |
Cash and cash equivalents | 12 | 11,161 | 18,264 |
Total current assets | 49,755 | 60,291 | |
TOTAL ASSETS | 536,821 | 604,858 | |
SHAREHOLDERS’ EQUITY | |||
Shareholders' equity (according to corresponding statements) | 298,156 | 277,065 | |
TOTAL SHAREHOLDERS’ EQUITY | 298,156 | 277,065 | |
LIABILITIES | |||
Non-current liabilities | |||
Trade and other payables | 15 | 4,966 | 4,580 |
Borrowings | 16 | 58,017 | 35,211 |
Deferred income tax liabilities | 17 | 124,640 | 141,589 |
Provisions | 18 | 261 | 333 |
Lease liabilities | 282 | - | |
Total non-current liabilities | 188,166 | 181,713 | |
Current liabilities | |||
Trade and other payables | 15 | 9,483 | 10,971 |
Salaries and social security liabilities | 884 | 787 | |
Borrowings | 16 | 39,589 | 109,085 |
Derivative financial instruments | 12 | 6 | - |
Income tax liabilities | - | 24,982 | |
Provisions | 18 | 492 | 253 |
Lease liabilities | 45 | 2 | |
Total current liabilities | 50,499 | 146,080 | |
TOTAL LIABILITIES | 238,665 | 327,793 | |
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 536,821 | 604,858 |
The accompanying notes are an integral part of these Financial Statements.
. Edurado S. Elsztain President |
34
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Income and Other Comprehensive Income
for the nine and three-month periods ended March 31, 2023 and 2022
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Nine months | Three months | ||||
Note | 03.31.2023 | 03.31.2022 | 03.31.2023 | 03.31.2022 | |
Revenues | 19 | 33,365 | 26,983 | 10,151 | 8,824 |
Costs | 20 | (11,545) | (10,127) | (3,608) | (3,364) |
Gross profit | 21,820 | 16,856 | 6,543 | 5,460 | |
Net (loss) / gain from fair value adjustment of investment properties | 7 | (25,986) | (3,146) | 1,409 | (59,503) |
General and administrative expenses | 20 | (5,284) | (4,787) | (1,890) | (1,370) |
Selling expenses | 20 | (2,044) | (2,092) | (1,093) | (527) |
Other operating results, net | 21 | (389) | 37 | (726) | 142 |
(Loss) / profit from operations | (11,883) | 6,868 | 4,243 | (55,798) | |
Share of loss of subsidiaries, associates and joint ventures | 6 | (2,931) | (12,609) | (556) | (9,785) |
(Loss) / profit before financial results and income tax | (14,814) | (5,741) | 3,687 | (65,583) | |
Finance income | 22 | 105 | 151 | 47 | (74) |
Finance costs | 22 | (8,881) | (12,715) | (3,589) | (3,794) |
Other financial results | 22 | 8,452 | 32,395 | 6,551 | 12,906 |
Inflation adjustment | 22 | 11,040 | 2,772 | 667 | 1,439 |
Financial results, net | 10,716 | 22,603 | 3,676 | 10,477 | |
(Loss) / profit before income tax | (4,098) | 16,862 | 7,363 | (55,106) | |
Income tax | 17 | 34,866 | 7,393 | 5,038 | 19,191 |
Profit / (loss) for the period | 30,768 | 24,255 | 12,401 | (35,915) | |
Other comprehensive loss: | |||||
Items that may be reclassified subsequently to profit or loss: | |||||
Currency translation adjustment and other comprehensive results of subsidiaries, associates and joint ventures | (1,079) | (1,385) | (383) | (387) | |
Total other comprehensive loss for the period (i) | (1,079) | (1,385) | (383) | (387) | |
Total comprehensive income / (loss) for the period | 29,689 | 22,870 | 12,018 | (36,302) | |
Profit / (loss) per share for the period (ii) | |||||
Basic | 38.44 | 29.99 | 15.49 | (44.40) | |
Diluted | 34.46 | 27.23 | 13.89 | (44.40) |
(i)
Components of other comprehensive income have no impact on income tax.
(ii)
The basic profit per share has been calculated using 800,355,749 shares as of 03.31.23 and 808,894,532 as of 03.31.22. If 800,355,749 shares had been used for the calculation as of 03.31.22, the profit per share would be ARS 30.31. The diluted profit per share has been calculated using 892,820,724 shares as of 03.31.23 and 890,834,686 as of 03.31.22. If 892,820,724 shares had been used for the calculation as of 03.31.22, the profit per share would be ARS 27.17. See Note 17 to the Annual Consolidated Financial Statements as of June 30, 2022.
The accompanying notes are an integral part of these Financial Statements.
. Edurado S. Elsztain President |
35
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2023
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Share capital | |||||||||||
Outstanding shares | Treasury shares | Inflation adjustment of share capital and treasury shares (i) | Share premium | Additional paid-in capital from treasury shares | Warrants (ii) | Legal reserve | Special Reserve Resolution CNV 609/12 | Other reserves (iv) | Retained earnings | Total Shareholders’ equity | |
Balance as of June 30, 2022 | 805 | 6 | 60,323 | 114,798 | 423 | 5,077 | 5,430 | 40,343 | (3,721) | 53,581 | 277,065 |
Profit for the period | - | - | - | - | - | - | - | - | - | 30,768 | 30,768 |
Other comprehensive loss for the period | - | - | - | - | - | - | - | - | (1,079) | - | (1,079) |
Total comprehensive (loss) / income for the period | - | - | - | - | - | - | - | - | (1,079) | 30,768 | 29,689 |
Repurchase of treasury shares (iii) | (5) | 5 | - | - | - | - | - | - | (983) | - | (983) |
Exercise of warrants (ii) | - | - | - | 36 | - | (15) | - | - | - | - | 21 |
Reserve for share-based payments | - | - | - | - | (6) | - | - | - | 6 | - | - |
Dividends distribution | - | - | - | - | - | - | - | - | - | (7,559) | (7,559) |
Shareholders’ meeting held as of 10.28.22 | - | - | - | - | - | - | 2,679 | - | 44,704 | (47,383) | - |
Other changes in shareholders’ equity | - | - | - | - | - | - | - | - | (77) | - | (77) |
Balance as of March 31, 2023 | 800 | 11 | 60,323 | 114,834 | 417 | 5,062 | 8,109 | 40,343 | 38,850 | 29,407 | 298,156 |
(i) Includes ARS 4 of inflation adjustment of treasury shares. See Note 17 of Consolidated Financial Statements as of June 30, 2022.
(ii) See Note 28 to the Unaudited Condensed Interim Consolidated Financial Statements.
(iii) Related to the Shares Buyback Program approved by the Board on March 11, 2022. See Note 28 to the Unaudited Condensed Interim Consolidated Financial Statements.
(iv) Group’s other reserves for the period ended March 31, 2023 are comprised as follows:
Cost of treasury shares | Reserve for future dividends | Reserve for currency translation adjustment | Special reserve | Other reserves (i) | Total other reserves | |
Balance as of June 30, 2022 | (1,296) | 7,259 | 878 | 2,329 | (12,891) | (3,721) |
Other comprehensive loss for the period | - | - | (865) | - | (214) | (1,079) |
Total comprehensive loss for the period | - | - | (865) | - | (214) | (1,079) |
Repurchase of treasury shares | (983) | - | - | - | - | (983) |
Reserve for share-based payments | 8 | - | - | - | (2) | 6 |
Shareholders’ meeting held as of 10.28.22 | - | - | - | 44,704 | - | 44,704 |
Other changes in shareholders’ equity | - | - | (59) | - | (18) | (77) |
Balance as of March 31, 2023 | (2,271) | 7,259 | (46) | 47,033 | (13,125) | 38,850 |
(i) Includes revaluation surplus
There are no cumulative unpaid dividends on preferred shares.
The accompanying notes are an integral part of these Financial Statements.
. Edurado S. Elsztain President |
36
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the nine-month period ended March 31, 2022
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Share capital | ||||||||||||
Outstanding shares | Shares to issue | Treasury shares | Inflation adjustment of share capital and treasury shares (i) | Share premium | Additional paid-in capital from treasury shares | Warrants | Legal reserve | Special Reserve Resolution CNV 609/12 | Other reserves (ii) | Retained earnings | Total Shareholders’ equity | |
Balance as of June 30, 2021 | 657 | - | 2 | 60,115 | 68,854 | 423 | 5,079 | 4,578 | 40,343 | 84,961 | (87,660) | 177,352 |
Profit for the period | - | - | - | - | - | - | - | - | - | - | 24,255 | 24,255 |
Other comprehensive loss for the period | - | - | - | - | - | - | - | - | - | (1,385) | - | (1,385) |
Total comprehensive (loss) / income for the period | - | - | - | - | - | - | - | - | - | (1,385) | 24,255 | 22,870 |
Repurchase of treasury shares | - | - | - | - | - | - | - | - | - | (67) | - | (67) |
Exercise of warrants | - | - | - | - | 10 | - | (2) | - | - | - | - | 8 |
Incorporated by merger | - | 152 | - | 208 | 46,085 | - | - | 852 | - | (133) | (6,076) | 41,088 |
Shareholders’ meeting held as of 10.21.21 | - | - | - | - | - | - | - | - | - | (87,660) | 87,660 | - |
Balance as of March 31, 2022 | 657 | 152 | 2 | 60,323 | 114,949 | 423 | 5,077 | �� 5,430 | 40,343 | (4,284) | 18,179 | 241,251 |
(i) Includes ARS 2 of inflation adjustment of treasury shares. See Note 17 of Consolidated Financial Statements as of June 30, 2022.
(ii) Group’s other reserves for the period ended March 31, 2022 are comprised as follows:
Cost of treasury shares | Reserve for future dividends | Reserve for currency translation adjustment | Special reserve | Other reserves (i) | Total other reserves | |
Balance as of June 30, 2021 | (731) | 7,259 | 1,847 | 89,989 | (13,403) | 84,961 |
Other comprehensive loss for the period | - | - | (1,385) | - | - | (1,385) |
Total comprehensive loss for the period | - | - | (1,385) | - | - | (1,385) |
Repurchase of treasury shares | (67) | - | - | - | - | (67) |
Incorporated by merger | - | - | (33) | - | (100) | (133) |
Shareholders’ meeting held as of 10.21.21 | - | - | - | (87,660) | - | (87,660) |
Balance as of March 31, 2022 | (798) | 7,259 | 429 | 2,329 | (13,503) | (4,284) |
(i) Includes revaluation surplus
There are no cumulative unpaid dividends on preferred shares.
The accompanying notes are an integral part of these Financial Statements.
. Edurado S. Elsztain President |
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IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Separate Statements of Cash Flows
for the nine-month periods ended March 31, 2023 and 2022
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
Note | 03.31.2023 | 03.31.2022 | |
Operating activities: | |||
Net cash generated from operations before income tax paid | 13,826 | 8,689 | |
Income tax paid | (539) | - | |
Net cash flow generated from operating activities | 13,287 | 8,689 | |
Investing activities: | |||
Capital contributions to subsidiaries, associates and joint ventures | 6 | (121) | (862) |
Acquisition of investment properties | 7 | (1,680) | (4,307) |
Acquisition of property, plant and equipment | 8 | (74) | (80) |
Acquisition of intangible assets | 10 | - | (6) |
Increase of investments in financial assets | (8,855) | (14,603) | |
Proceeds from sale of investment properties | 18,480 | 23,376 | |
Proceeds from sale of property, plant and equipment | 1,961 | - | |
Proceeds from sale of intangible assets | - | 276 | |
Proceeds from loans granted to related parties | 1 | - | |
Derivative financial instruments, net | 21 | (25) | |
Prepayment for investment properties purchases | (1,690) | (4,574) | |
Increase in loans granted to related parties | (271) | (249) | |
Proceeds from sale of investments in financial assets | 16,448 | 14,454 | |
Capital contributions to subsidiaries, associates and joint ventures pending subscription | (1) | - | |
Proceeds from loans granted to related parties | - | 744 | |
Interest collected | 158 | 393 | |
Dividends received | 1,250 | 1,363 | |
Net cash flow generated from investing activities | 25,627 | 15,900 | |
Financing activities: | |||
Payment of short-term loans, net | (567) | (7,941) | |
Interests paid | (8,704) | (13,565) | |
Loans obtained from subsidiaries, associates and joint ventures | 1,156 | 2,125 | |
Payment of loans from subsidiaries, associates and joint ventures | (27) | (4) | |
Payment of finance leases | (6) | (18) | |
Repurchase of treasury shares | (983) | (67) | |
Exercise of warrants | 21 | 8 | |
Payment of borrowings and NCN | (52,623) | (15,362) | |
Borrowings, issuance and new placement of NCN | 19,961 | 14,394 | |
Repurchase of NCN | - | (1,136) | |
Dividends paid | (5,059) | - | |
Net cash flow used in financing activities | (46,831) | (21,566) | |
(Decrease) / increase in cash and cash equivalents, net | (7,917) | 3,023 | |
Cash and cash equivalents at the beginning of the period | 12 | 18,264 | 1,538 |
Cash and cash equivalents incorporated by merger | - | 153 | |
Foreign exchange gain in cash and changes in fair value of cash equivalents | 952 | 74 | |
Result from exposure to inflation on cash and cash equivalents | (138) | (106) | |
Cash and cash equivalents at the end of the period | 12 | 11,161 | 4,682 |
The accompanying notes are an integral part of these Financial Statements.
. Edurado S. Elsztain President |
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IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the Unaudited Condensed Interim Separate Financial Statements
(All amounts in millions, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1.
General information and company’s business
IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA” or “The Company”) was founded in 1943, it is primarily engaged in managing real estate holdings in Argentina since 1991.
IRSA is a corporation incorporated and domiciled in Argentina. The registered office is Carlos Della Paolera 261, 9th. Floor, Buenos Aires, Argentina.
The Company owns, manages and develops a portfolio of office and other rental properties in Buenos Aires. Directly and indirectly, it also participates in the operation of shopping malls. In addition, IRSA through its subsidiaries, associates and joint ventures manages and develops branded hotels across Argentina.
These Unaudited Condensed Interim Separate Financial Statements have been approved for issue by the Board of Directors on May 8, 2023.
2.
Summary of significant accounting policies
2.1.
Basis of preparation
These financial statements have been prepared in accordance with IAS 34 “Interim financial reporting” and should therefore be read in conjunction with the Group's annual Consolidated Financial Statements as of June 30, 2022 and the Financial Statements of Fusion as of June 30, 2021 prepared in accordance with IFRS. Also, these financial statements include additional information required by Law No. 19,550 and / or regulations of the CNV. Such information is included in the notes to these financial statements, as accepted by IFRS.
These financial statements for the interim periods of nine months ended March 31, 2023 and 2022 have not been audited. Management considers that they include all the necessary adjustments to fairly present the results of each period. Intermediate period results do not necessarily reflect the proportion of the Company's results for the entire fiscal years.
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 period, 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 by 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 highly 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 approximates or exceeds 100%. Accumulated inflation in Argentina in three years is over 100%. For that reason, in accordance with IAS 29, Argentina must be considered a country with a highly inflationary economy starting July 1, 2018.
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IRSA Inversiones y Representaciones Sociedad Anónima
In relation to the inflation index to be used and in accordance with FACPCE Resolution No. 539/18, it is determined based on the Wholesale Price Index (IPIM) until 2016, considering the average variation of the Consumer Price Index (CPI) of the Autonomous City of Buenos Aires for the months of November and December 2015, because during those two months there were no national IPIM measurements. Then, from January 2017, the National Consumer Price Index (National CPI) is considered. The table below presents the index for the period ended March 31, 2023, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18:
Price variation | March 31, 2023 (accumulated nine months) |
74% |
As a consequence of the aforementioned, these Unaudited Condensed Interim Separate Financial Statements as of March 31, 2023 were restated in accordance with IAS 29.
2.2. Significant accounting policies
The accounting policies applied in the presentation of these Unaudited Condensed Interim Separate Financial Statements are consistent with those applied in the preparation of the Annual Separate Financial Statements, as described in Note 2 to those Annual Financial Statements.
2.3.
Comparability of information
The amounts as of June 30, 2022 and March 31, 2022, which are disclosed for comparative purposes, arise from the financial statements at said dates restated in accordance with IAS 29 (note 2.1). Certain items from prior periods have been reclassified for consistency purposes.
See note 4.1 to the Annual Separate Financial Statements as of June 30, 2022 and note 4 to the Annual Consolidated Financial Statements as of June 30, 2022.
2.4.
Use of estimates
The preparation of Financial Statements at a certain date requires Management to make estimates and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Future results might differ from the estimates and evaluations made at the date of preparation of these Unaudited Condensed Interim Separate Financial Statements. In the preparation of these Unaudited Condensed Interim Separate Financial Statements, the significant judgments made by Management in applying the Company’s accounting policies and the main sources of uncertainty were the same that the Company used in the preparation of the Annual Separate Financial Statements for the fiscal year ended June 30, 2022, described in Note 3 to those financial statements.
3.
Seasonal effects on operations
See Note 3 to the Unaudited Condensed Interim Consolidated Financial Statements.
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IRSA Inversiones y Representaciones Sociedad Anónima
4.
Acquisitions and disposals
See description of acquisitions and disposals made by the Company and/or its subsidiaries for the nine-month period ended March 31, 2023 in Note 4 to the interim condensed consolidated financial statements.
5.
Financial risk management and fair value estimates
These Unaudited Condensed Interim Financial Statements do not include all the information and disclosures of the risk management, so they should be read together with the Annual Separate Financial Statements as of June 30, 2022. There has been no changes in the risk management or risk management policies applied by the Company since the end of the annual fiscal year. See notes to the Unaudited Condensed Interim Consolidated Financial Statements. Furthermore, there have been no transfers between the different hierarchies used to assess the fair value of the Company’s financial instruments.
6.
Investments in subsidiaries, associates and joint ventures
The Company conducts its business through several operating and holding subsidiaries, associates and joint ventures. Its main subsidiaries include Tyrus S.A., Panamerican Mall S.A. and Torodur S.A.. The main associates include BHSA. The main joint ventures include Cyrsa S.A., Puerto Retiro S.A, Quality S.A., IRSA - Galerías Pacífico S.A. - U.T. y Nuevo Puerto Santa Fe S.A..
Detailed below is the evolution of investments in subsidiaries, associates and joint ventures of the Company, for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022:
03.31.2023 | 06.30.2022 | |
Beginning of period / year | 138,545 | 200,812 |
Share of loss | (2,931) | (2,269) |
Other comprehensive loss | (1,079) | (939) |
Capital contributions (Note 23) | 234 | 1,343 |
Incorporated by merger (iii) | - | (57,381) |
Dividends (Note 23) | (2,926) | (3,011) |
Decrease in participation (ii) | (4,968) | - |
Other changes in subsidiaries’ equity | (77) | - |
Others | 20 | (10) |
End of the period / year (i) | 126,818 | 138,545 |
(i)
Includes ARS (93) as of March 31, 2023 and ARS (148) as of June 30, 2022 reflecting interests in companies with negative equity, which were disclosed in “provisions”
(ii)
Corresponds to the Efanur´s liquidation.
(iii)
Incorporation by merger with IRSA CP. See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
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IRSA Inversiones y Representaciones Sociedad Anónima
Name of the entity | % ownership interest | Company's interest in equity | Company’s interest in comprehensive (loss) / income | |||
Subsidiaries | 03.31.2023 | 06.30.2022 | 03.31.2023 | 06.30.2022 | 03.31.2023 | 03.31.2022 |
Tyrus S.A. | 100.00% | 100.00% | 6,432 | 9,397 | (3,411) | (405) |
Efanur S.A. (*) | - | 100.00% | - | 6,855 | (1,536) | (609) |
Ritelco S.A. | 100.00% | 100.00% | 2,868 | 2,799 | 250 | (59) |
Inversora Bolívar S.A. | 96.57% | 96.57% | 2,863 | 2,616 | 247 | (35) |
E-Commerce Latina S.A. | 98.93% | 98.93% | 4,329 | 4,180 | 149 | (225) |
Palermo Invest S.A. | 97.34% | 97.34% | 3,518 | 3,273 | 243 | (31) |
Nuevas Fronteras S.A. | 76.34% | 76.34% | 1,354 | 1,136 | 218 | (139) |
Llao Llao Resort S.A. | 50.00% | 50.00% | 1,229 | 1,244 | (14) | (208) |
Hoteles Argentinos SAU | 100.00% | 100.00% | 799 | 693 | 106 | (188) |
Liveck S.A. | 9.30% | 9.30% | 311 | 268 | 42 | (20) |
Panamerican Mall S.A. (8) | 80.00% | 80.00% | 57,115 | 59,971 | (2,071) | (7,573) |
Torodur S.A. (8) | 100.00% | 100.00% | 17,481 | 17,918 | (436) | (3,146) |
Arcos del Gourmet S.A. (8) | 90.00% | 90.00% | 6,506 | 5,868 | 1,047 | 443 |
Shopping Neuquén S.A. (8) | 99.95% | 99.95% | 5,882 | 5,453 | 429 | 341 |
Centro de Entretenimientos La Plata S.A. (5)(6)(8) | 95.40% | 95.40% | 1,750 | 1,688 | (123) | (280) |
We Are Appa S.A. (4)(8) | 93.63% | 93.63% | (21) | 373 | (401) | (717) |
Entertainment Holdings S.A. (8) | 70.00% | 70.00% | 696 | 179 | 518 | 294 |
Emprendimiento Recoleta S.A. (3)(8) | 53.68% | 53.68% | 120 | 136 | (16) | (57) |
Entretenimiento Universal S.A. (4)(8) | 3.75% | 3.75% | (1) | (2) | 1 | 2 |
Fibesa S.A. (4)(8) | 100.00% | 97.00% | (71) | (146) | 454 | 141 |
Associates | ||||||
BHSA (1) (2) | 4.93% | 4.93% | 2,924 | 2,680 | 242 | (27) |
BACS (2) | 37.72% | 37.72% | 1,133 | 1,231 | (98) | (80) |
GCDI S.A. (Ex TGLT S.A.) (7)(8) | 27.82% | 27.82% | 1,266 | 1,416 | (150) | (709) |
Joint ventures | ||||||
IRSA - Galerías Pacífico S.A. - U.T. | 50.00% | 50.00% | 1,093 | 1,385 | 1,078 | 680 |
Cyrsa S.A. | 50.00% | 50.00% | 123 | 132 | (9) | (31) |
Quality Invest S.A. (8) | 50.00% | 50.00% | 6,105 | 6,719 | (658) | (1,395) |
Nuevo Puerto Santa Fe S.A. (6)(8) | 50.00% | 50.00% | 1,014 | 1,083 | 105 | 39 |
Total subsidiaries, associates and joint ventures | 126,818 | 138,545 | (3,794) | (13,994) |
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IRSA Inversiones y Representaciones Sociedad Anónima
Latest financial information issued | ||||||
Name of the entity | Location of business / Country of incorporation | Main activity | Common shares 1 vote | Share capital (nominal value) | (Loss) / profit for the period | Shareholders’ equity |
Subsidiaries | ||||||
Tyrus | Uruguay | Investment | 21,365,969,546 | 12,213 | (3,042) | 6,386 |
Ritelco S.A. | Uruguay | Investment | 453,321,176 | 94 | 245 | 2,869 |
Inversora Bolívar S.A. | Argentina | Investment | 1,726,178,767 | 1,787 | 255 | 2,965 |
E-Commerce Latina S.A. | Argentina | Investment | 1,710,302,484 | 1,729 | 150 | 4,368 |
Palermo Invest S.A. | Argentina | Investment | 1,324,755,303 | 1,363 | 249 | 3,060 |
Nuevas Fronteras S.A. | Argentina | Hotel | 38,068,999 | 50 | 242 | 2,240 |
Llao Llao Resort S.A. | Argentina | Hotel | 73,580,206 | 147 | (28) | 2,459 |
Hoteles Argentinos SAU | Argentina | Hotel | 685,978,099 | 767 | 106 | 841 |
Liveck S.A. | Islas Vírgenes Británicas | Investment | 54,690,738 | 724 | 476 | 2,353 |
Panamerican Mall S.A. (8) | Argentina | Real estate | 397,661,430 | 497 | (2,714) | 71,393 |
Torodur S.A. (8) | Uruguay | Investment | 581,675,948 | 1,884 | (453) | 17,482 |
Arcos del Gourmet S.A. (8) | Argentina | Real estate | 72,973,903 | 81 | 1,164 | 7,229 |
Shopping Neuquén S.A. (8) | Argentina | Real estate | 37,819,875 | 54 | 429 | 5,885 |
Centro de Entretenimiento La Plata S.A. (5)(6)(8) | Argentina | Real estate | 25,853 | 95 | 7 | 604 |
We Are Appa S.A. (4)(8) | Argentina | Developer | 484,832,538 | 518 | (425) | (340) |
Entertainment Holdings S.A. (8) | Argentina | Investment | 32,503,379 | 46 | 649 | 1,445 |
Emprendimiento Recoleta S.A. (3)(8) | Argentina | Real estate | 13,449,990 | 25 | (29) | 223 |
Entretenimiento Universal S.A. (4)(8) | Argentina | Event organization and others | 825 | - | 37 | (14) |
Fibesa S.A. (4)(8) | Argentina | Real estate | (i) | 2 | 517 | 743 |
Associates | ||||||
BHSA (1) (2) | Argentina | Financial | 73,939,835 | 1,500 | 4,885 | 59,312 |
BACS (2) | Argentina | Financial | 33,125,751 | 88 | (260) | 3,004 |
GCDI (Ex TGLT S.A.) (7)(8) | Argentina | Real estate | 257,330,595 | 915 | (2,458) | 4,590 |
Joint ventures | ||||||
IRSA - Galerías Pacífico S.A. - U.T. | Argentina | Hotel | 500,000 | 1 | 2,155 | 2,185 |
Cyrsa S.A. | Argentina | Real estate | 8,748,270 | 17 | (19) | 247 |
Quality Invest S.A. (8) | Argentina | Real estate | 101,126,564 | 2,843 | (1,317) | 11,943 |
Nuevo Puerto Santa Fe S.A. (6)(8) | Argentina | Real estate | 13,875,000 | 28 | 211 | 1,937 |
(1)
Considered significant. See Note 8 to the Annual Consolidated Financial Statements as of June 30, 2022.
(2)
Information as of March 31, 2023 according to BCRA's standards. For the purpose of the valuation of the investments in the Company, figures as of March 31, 2023 have been considered, with the necessary IFRS adjustments. Share market price of Banco Hipotecario S.A as of March 31, 2023 amounts to ARS 22.55. See Note 8 to the Annual Consolidated Financial Statements as of June 30, 2022.
(3)
Concession ended on November 18, 2018. As of March 31, 2023, is in liquidation.
(4)
Included in other liabilities
(5)
Include the necessary adjustments to get to the balances in accordance with the International Financial Reporting Standards.
(6)
Nominal value per share ARS 100.
(7)
See note 8 to the Annual Consolidated Financial Statements as of June 30, 2022.
(8)
Incorporation by merger with IRSA CP, See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
(i)
Corresponds to 2,394,974 shares. Nominal value per share ARS 1 with 5 votes rights.
(*) Company liquidated as of October 31, 2022.
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IRSA Inversiones y Representaciones Sociedad Anónima
7.
Investment properties
Changes in the Company’s investment properties for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
03.31.2023 | 06.30.2022 | |||
Level 2 | Level 3 | Level 2 | Level 3 | |
Fair value at the beginning of the period / year | 278,810 | 113,198 | 10,568 | 99,771 |
Additions | 473 | 1,186 | 12,569 | 2,996 |
Disposals | (18,543) | - | (50,678) | - |
Transfers | (732) | 719 | 100,382 | (99,374) |
Incorporated by merger (ii) | - | - | 171,718 | 118,258 |
Net (loss) / gain from fair value adjustment | (17,707) | (8,279) | 34,256 | (8,468) |
Additions of capitalized leasing costs | 6 | 15 | 26 | 31 |
Amortization of capitalized lease costs (i) | (10) | (9) | (31) | (16) |
Fair value at the end of the period / year | 242,297 | 106,830 | 278,810 | 113,198 |
(ii)
Amortization charges of capitalized leasing costs were included in “Costs” in the Statements of Income and Other Comprehensive Income (Note 20).
(iii)
Incorporation by merger with IRSA CP, Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
The balance by type of investment property of the Company as of March 31, 2023 and June 30, 2022 is presented below:
03.31.2023 | 06.30.2022 | |
Offices and other rental properties | 46,538 | 63,952 |
Land reserve | 186,960 | 204,519 |
Properties under development | 193 | 923 |
Shopping malls | 115,436 | 122,614 |
Total | 349,127 | 392,008 |
The following amounts have been recognized in the Statements of Comprehensive Income and Other Comprehensive Income:
03.31.2023 | 03.31.2022 | |
Rental and services´ income (Note 19) | 32,948 | 26,744 |
Rental and services´ costs (Note 20) | (11,333) | (9,584) |
Cost of sales and developments (Note 20) | (137) | (180) |
Net unrealized loss from fair value adjustment on investment properties | (35,848) | (12,748) |
Net realized gain from fair value adjustment on investment properties (i) | 9,862 | 9,602 |
(i)
As of March 31, 2023 corresponds ARS 360 to the realized result from fair value adjustment for the period (ARS 407 for the sale of floors of Catalinas Building and (ARS 47) for the sale of parking spaces in Libertador 498) and ARS 9,502 for realized result from fair value adjustment made in previous years (ARS 9,385 for the sale of floors of Catalinas Building, and ARS 117 for the sale of parking spaces in Libertador 498). As of March 31, 2022, (ARS 5,205) corresponds to the result for changes in the fair value realized for the period ((ARS 178) for the sale for the sale of Casona Hudson, (ARS 39) for the sale of Merlo Plot and (ARS 43) for the sale of Mariano Acosta Plot, (ARS 186) for the sale of parking spaces in Libertador 498, (ARS 4,759) for the sale of floors of Catalinas Building) and ARS 14,807 for the result of changes in fair value made in previous years for the sale (ARS 208 for the sale of Casona Hudson, ARS 184 for the sale of Merlo Plot and ARS 174 for the sale of Mariano Acosta Plot, ARS 382 for the sale of parking spaces in Libertador 498 building and ARS 13,859 for the sale of floors of Catalinas Building).
Valuation techniques are described in Note 9 to the Annual Consolidated Financial Statements as of June 30, 2022. There were no changes to the valuation techniques.
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8.
Property, plant and equipment
Changes in the Company’s property, plant and equipment for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
03.31.2023 | 06.30.2022 | ||||||
Buildings and facilities | Furniture and fixtures | Machinery and equipment | Vehicles | Others | Total | Total | |
Costs | 5,228 | 1,190 | 6,515 | 87 | 4 | 13,024 | 1,869 |
Accumulated depreciation | (2,154) | (977) | (6,176) | (87) | - | (9,394) | (1,780) |
Net book amount at the beginning of the period / year | 3,074 | 213 | 339 | - | 4 | 3,630 | 89 |
Additions | - | 25 | 49 | - | - | 74 | 89 |
Disposals | (2,481) | - | - | - | - | (2,481) | (2) |
Transfers | (2) | - | 15 | - | - | 13 | (42) |
Depreciation (Note 20) | (88) | (27) | (148) | - | - | (263) | (346) |
Incorporated by merger (i) | - | - | - | - | - | - | 3,842 |
Balances at the end of the period / year | 503 | 211 | 255 | - | 4 | 973 | 3,630 |
Costs | 2,745 | 1,215 | 6,579 | 87 | 4 | 10,630 | 13,024 |
Accumulated depreciation | (2,242) | (1,004) | (6,324) | (87) | - | (9,657) | (9,394) |
Net book amount at the end of the period / year | 503 | 211 | 255 | - | 4 | 973 | 3,630 |
(i) Incorporation by merger with IRSA CP, See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
9.
Trading properties
Changes in the Company’s trading properties for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
03.31.2023 | 06.30.2022 | |||
Completed properties | Undeveloped properties | Total | Total | |
Beginning of the period / year | 347 | 2,107 | 2,454 | 2,013 |
Additions | - | 115 | 115 | 63 |
Disposals | (4) | (28) | (32) | - |
Incorporated by merger (i) | - | - | - | 378 |
End of the period / year | 343 | 2,194 | 2,537 | 2,454 |
Non-current | 2,531 | 2,444 | ||
Current | 6 | 10 | ||
Total | 2,537 | 2,454 |
(i) Incorporation by merger with IRSA CP, See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
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IRSA Inversiones y Representaciones Sociedad Anónima
10.
Intangible assets
Changes in Company’s intangible assets for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
03.31.2023 | 06.30.2022 | |||
Computer software | Future units to be received from barters | Total | Total | |
Costs | 2,138 | 5,059 | 7,197 | 2,724 |
Accumulated amortization | (1,916) | - | (1,916) | (100) |
Net book amount at the beginning of the period / year | 222 | 5,059 | 5,281 | 2,624 |
Additions | - | 406 | 406 | 10 |
Disposals | - | - | - | (500) |
Amortization (Note 20) | (168) | - | (168) | (192) |
Incorporated by merger (i) | - | - | - | 3,339 |
Balances at the end of the period / year | 54 | 5,465 | 5,519 | 5,281 |
Costs | 2,138 | 5,465 | 7,603 | 7,197 |
Accumulated amortization | (2,084) | - | (2,084) | (1,916) |
Net book amount at the end of the period / year | 54 | 5,465 | 5,519 | 5,281 |
(i) Incorporation by merger with IRSA CP, See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
11.
Rights of use assets
Changes in Company’s right of use assets for the nine-month period ended March 31, 2023 and for the year ended June 30, 2022 were as follows:
03.31.2023 | 06.30.2022 | |
Shopping malls | 275 | 1,038 |
Offices | 326 | - |
Machinery and equipment | - | 3 |
Total right of use assets | 601 | 1,041 |
Non-current | 601 | 1,041 |
Total | 601 | 1,041 |
The depreciation charge of the right of use assets is detailed below:
03.31.2023 | 03.31.2022 | |
Shopping malls | 815 | 754 |
Machinery and equipment | 3 | - |
Others | 5 | 16 |
Total depreciation of right of use assets (Note 20) | 823 | 770 |
12.
Financial instruments by category
This note presents financial assets and financial liabilities by category of financial instrument and a reconciliation to the corresponding line item in the Statements of Financial Position, as appropriate. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy. For further information, related to fair value hierarchy see Note 14 to the Consolidated Financial Statements as of June 30, 2022.
Financial assets and financial liabilities as of March 31, 2023 and June 30, 2022 are as follows:
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IRSA Inversiones y Representaciones Sociedad Anónima
Financial assets at amortized cost (i) | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | |
Level 1 | |||||
March 31, 2023 | |||||
Assets as per Statement of Financial Position | |||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 13) | 16,323 | - | 16,323 | 4,863 | 21,186 |
Investments in financial assets: | |||||
- Public companies’ securities | - | 347 | 347 | - | 347 |
- Mutual funds | - | 14,760 | 14,760 | - | 14,760 |
- Bonds | - | 3,969 | 3,969 | - | 3,969 |
Cash and cash equivalents: | |||||
- Cash at bank and on hand | 1,435 | - | 1,435 | - | 1,435 |
- Short- term investments | - | 9,726 | 9,726 | - | 9,726 |
Total | 17,758 | 28,802 | 46,560 | 4,863 | 51,423 |
Financial liabilities at amortized cost (i) | Financial liabilities at fair value through profit or loss | Subtotal financial liabilities | Non-financial liabilities | Total | |
Level 1 | |||||
March 31, 2023 | |||||
Liabilities as per Statement of Financial Position | |||||
Trade and other payables (Note 15) | 4,215 | - | 4,215 | 10,234 | 14,449 |
Derivative financial instruments: | |||||
- Foreign-currency future contracts | - | 6 | 6 | - | 6 |
Borrowings (Note 16) | 97,606 | - | 97,606 | - | 97,606 |
Total | 101,821 | 6 | 101,827 | 10,234 | 112,061 |
Financial assets at amortized cost (i) | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | |
Level 1 | |||||
June 30, 2022 | |||||
Assets as per Statement of Financial Position | |||||
Trade and other receivables (excluding the allowance for doubtful accounts and other receivables) (Note 13) | 12,220 | - | 12,220 | 3,846 | 16,066 |
Investments in financial assets: | |||||
- Public companies’ securities | - | 307 | 307 | - | 307 |
- Mutual funds | - | 23,690 | 23,690 | - | 23,690 |
- Bonds | - | 4,560 | 4,560 | - | 4,560 |
Cash and cash equivalents: | |||||
- Cash at bank and on hand | 14,330 | - | 14,330 | - | 14,330 |
- Short-term investments | - | 3,934 | 3,934 | - | 3,934 |
Total | 26,550 | 32,491 | 59,041 | 3,846 | 62,887 |
Financial liabilities at amortized cost (i) | Subtotal financial liabilities | Non-financial liabilities | Total | |
June 30, 2022 | ||||
Liabilities as per Statement of Financial Position | ||||
Trade and other payables (Note 15) | 5,840 | 5,840 | 9,711 | 15,551 |
Borrowings (Note 16) | 144,296 | 144,296 | - | 144,296 |
Total | 150,136 | 150,136 | 9,711 | 159,847 |
(i)
The fair value of financial assets and liabilities at amortized cost does not differ significantly from their book value, except for borrowings (Note 16). 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.
As of March 31, 2023, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Company.
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13.
Trade and other receivables
Company’s trade and other receivables, as of March 31, 2023 and June 30, 2022 are comprised as follows:
03.31.2023 | 06.30.2022 | |
Sales, leases and services receivables | 7,446 | 9,950 |
Less: Allowance for doubtful accounts | (945) | (1,309) |
Total trade receivables | 6,501 | 8,641 |
Borrowings granted, deposits and others | 8,983 | 2,781 |
Advanced payments | 3,208 | 1,461 |
Tax credits | 908 | 1,015 |
Prepaid expenses | 438 | 492 |
Long-term incentive plan | 15 | 26 |
Others | 188 | 341 |
Total other receivables | 13,740 | 6,116 |
Total trade and other receivables | 20,241 | 14,757 |
Non-current | 1,404 | 1,454 |
Current | 18,837 | 13,303 |
Total | 20,241 | 14,757 |
The fair value of current trade and other receivables approximate their respective carrying amounts because, due to their short-term nature, the impact of discounting is not considered significant.
The carrying amounts of the Company’s trade and other receivables denominated in foreign currencies are detailed in Note 24.
Trade receivables are generally presented in the statement of financial position net of allowances for doubtful receivables. Impairment policies and procedures by type of receivables are discussed in detail in Note 2.4 to the Annual Consolidated Financial Statements as of June 30, 2022.
Movements on the Company’s allowance for doubtful accounts are as follows:
03.31.2023 | 06.30.2022 | |
Beginning of period / year | 1,309 | 26 |
Additions | 113 | 399 |
Disposals / Recoveries | (90) | (409) |
Used during the period / year | - | (19) |
Incorporated by merger (i) | - | 2,060 |
Exchange rate differences | 208 | 111 |
Inflation adjustment | (595) | (859) |
End of the period / year | 945 | 1,309 |
(i) Incorporation by merger with IRSA CP, See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
The additions, disposals and recoveries of the allowance for doubtful accounts have been included in “Selling expenses” in the Statements of Income (Note 19). Amounts charged to the allowance for doubtful accounts are generally written off when there is no expectation of recovery.
14.
Cash flow and cash equivalent information
Following is a detailed description of cash flows generated by the Company’s operations for the nine-month periods ended March 31, 2023 and 2022:
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IRSA Inversiones y Representaciones Sociedad Anónima
Note | 03.31.2023 | 03.31.2022 | |
Operating activities | |||
Profit for the period | 30,768 | 24,255 | |
Adjustments: | |||
Income tax | 17 | (34,866) | (7,393) |
Amortization and depreciation | 20 | 1,273 | 1,201 |
Gain from disposal of trading properties | (385) | - | |
Financial results, net | (12,445) | (26,675) | |
Increase in trading properties | (104) | (2) | |
Net loss from fair value adjustment of investment properties | 7 | 25,986 | 3,146 |
Share of loss of subsidiaries, associates and joint ventures | 6 | 2,931 | 12,609 |
Loss from disposal of properties, plant and equipment | 510 | - | |
Gain from disposal of intangible assets | - | (190) | |
Provisions and allowances | 2,130 | 1,604 | |
Management fees | - | (311) | |
Decrease / (increase) in inventories | 2 | (2) | |
Increase / (decrease) in salaries and social security liabilities | 97 | (231) | |
Decrease in trade and other receivables | 2,308 | 1,575 | |
Use of provisions | (29) | (121) | |
Decrease in trade and other payables | (4,350) | (776) | |
Net cash flow generated from operating activities before income tax paid | 13,826 | 8,689 |
The following table presents a detail of significant non-cash transactions occurred in the the nine-month periods ended March 31, 2023 and 2022:
Operations not affecting cash flows | 03.31.2023 | 03.31.2022 |
Currency translation adjustment | 1,079 | 1,385 |
Decrease in lease liabilities through a decrease in trade and other receivables | - | 6 |
Other changes in subsidiaries` equity | 77 | - |
Issuance of NCN | 37,113 | 351 |
Decrease in investment properties through an increase in property, plant and equipment | 13 | - |
Decrease in trading properties through an increase in intangible assets | 406 | - |
Increase in rights of use assets through an increase in lease liabilities | 332 | - |
Decrease in investment properties through an decrease in investment in financial assets | 63 | - |
Decrease in investments in financial assets through a decrease in trade and other payables | 297 | - |
Decrease in dividends receivable through an increase in investment in financial assets | 8 | - |
Increase investment in financial assets through a decrease in investments in associates and joint ventures | - | 335 |
Decrease in investments in subsidiaries, associates and joint ventures through decrease in other liabilities | 55 | 14 |
Decrease in shareholders´ equity through decrease in financial assets | 2,500 | - |
Decrease in investments in subsidiaries, associates and joint ventures through an increase in financial assets | 307 | - |
Decrease in investments in subsidiaries, associates and joint ventures through an increase in trade and other receivables | 5,849 | 255 |
Decrease in investments in subsidiaries, associates and joint ventures through a decrease in borrowings | 1,714 | - |
Increase in rights of use assets through an increase in trade and other receivables | 51 | - |
Increase in investments in subsidiaries, associates and joint ventures through an increase in trade and other payables | 20 | - |
Increase in investment in subsidiaries, associates and joint ventures through a decrease in trade and other receivables | 113 | 67 |
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IRSA Inversiones y Representaciones Sociedad Anónima
15. Trade and other payables
Company’s trade and other payables as of March 31, 2023 and June 30, 2022 were as follows:
03.31.2023 | 06.30.2022 | |
Customers´ advances (*) | 3,845 | 4,068 |
Trade payables | 1,526 | 1,912 |
Accrued invoices | 1,396 | 1,653 |
Admission rights | 4,987 | 3,858 |
Other income to be accrued | 121 | 132 |
Tenant deposits | 41 | 64 |
Total trade payables | 11,916 | 11,687 |
Director´s fees | 816 | 1,071 |
Long-term incentive plan | 3 | 5 |
Tax amnesty plans | 40 | 49 |
Other payables | 433 | 1,136 |
Other tax payables | 1,241 | 1,603 |
Total other payables | 2,533 | 3,864 |
Total trade and other payables | 14,449 | 15,551 |
Non-current | 4,966 | 4,580 |
Current | 9,483 | 10,971 |
Total | 14,449 | 15,551 |
(*) As of March 31, 2023 corresponds mainly to rents collected in advance, which accrue in an average term of 3 to 5 years.
The fair value of trade and other payables approximate their respective carrying amounts due to their short-term nature, as the impact of discounting is considered as not significant. Fair values are based on discounted cash flows (Level 3). Book value of trade and other payables denominated in foreign currencies are detailed in Note 24.
16.
Borrowings
Company’s borrowings as of March 31, 2023 and June 30, 2022 are comprised as follows:
Book value as of 03.31.2023 | Book value as of 06.30.2022 | Fair value as of 03.31.2023 | Fair value as of 06.30.2022 | |
NCN | 72,730 | 115,141 | 72,635 | 108,524 |
Bank loans | 22 | - | 22 | - |
Related parties (Note 23) | 17,363 | 19,235 | 17,359 | 19,022 |
Bank overdrafts | 7,491 | 9,920 | 7,491 | 9,920 |
Total borrowings | 97,606 | 144,296 | 97,507 | 137,466 |
Non-current | 58,017 | 35,211 | ||
Current | 39,589 | 109,085 | ||
Total | 97,606 | 144,296 |
See Note 17 to the Unaudited Condensed Interim Consolidated Financial Statements.
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IRSA Inversiones y Representaciones Sociedad Anónima
17.
Currents and deferred income tax
The charge for the Company’s income tax is comprised as follows:
03.31.2023 | 03.31.2022 | |
Deferred income tax | 16,949 | 18,191 |
Current income tax (i) | 17,917 | (10,798) |
Income tax | 34,866 | 7,393 |
(i) Includes the reversal of provision for income tax. See Note 19 to the Unaudited Condensed Interim Consolidated Financial Statements.
Below is a reconciliation between income tax recognized and the amount which would arise from applying the prevailing tax rate on profit before income tax for the nine-month periods ended March 31, 2023 and 2022:
03.31.2023 | 03.31.2022 | |
Net income / (loss) at tax rate (i) | 1,434 | (5,902) |
Permanent differences: | ||
Share of loss of subsidiaries, associates and joint ventures | (1,026) | (4,411) |
Difference between provision and tax return | 3,984 | 562 |
Recovery / (provision) of tax loss carry forwards | (3,495) | 10,235 |
Tax inflation adjustment | (3,157) | (15,067) |
Inflation adjustment | 21,861 | 22,158 |
Non-deductible expenses and others | 15,265 | (182) |
Income tax | 34,866 | 7,393 |
(i) The income tax rate applicable as of March 31, 2023 and 2022 is 35%.
Changes in the deferred tax account are as follows:
03.31.2023 | 06.30.2022 | |
Beginning of the period / year | (141,589) | (55,206) |
Income tax charge | 16,949 | 23,533 |
Incorporated by merger (i) | - | (109,576) |
Revaluation surplus | - | (340) |
End of the period / year | (124,640) | (141,589) |
(i) Incorporation by merger with IRSA CP, See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
See Note 19 to the interim condensed consolidated financial statements.
18.
Provisions
The table below shows the movements in the Group's provisions categorized by type of provision:
03.31.2023 | 06.30.2022 | |||
Investments in associates and joint ventures | Labor, legal and other claims | Total | Total | |
Beginning of period / year | 148 | 438 | 586 | 174 |
Additions (i) | - | 601 | 601 | 397 |
Decreases (i) | - | (119) | (119) | (127) |
Used during the period / year | - | (29) | (29) | (138) |
Incorporated by merger (ii) | - | - | - | 392 |
Inflation adjustment | - | (231) | (231) | (260) |
Share of (loss) / income | (55) | - | (55) | 148 |
End of period / year | 93 | 660 | 753 | 586 |
Non-current | 261 | 333 | ||
Current | 492 | 253 | ||
Total | 753 | 586 |
(i)
Additions and decreases in labor, legal and other claims are included in "Other operating results, net”.
(ii)
Incorporation by merger with IRSA CP, See Note 4.1 to the Annual Separate Financial Statements as of June 30, 2022.
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19.
Revenues
03.31.2023 | 03.31.2022 | |
Base rent | 11,326 | 9,739 |
Contingent rent | 9,638 | 8,695 |
Admission rights | 2,157 | 1,502 |
Parking fees | 912 | 486 |
Property management fees | 227 | 247 |
Others | 39 | 130 |
Averaging of scheduled rent escalation | (138) | (836) |
Rentals and services income | 24,161 | 19,963 |
Sale of trading properties | 417 | 239 |
Total revenues from sales, rentals and services | 24,578 | 20,202 |
Expenses and collective promotion funds | 8,787 | 6,781 |
Total revenues from expenses and collective promotion funds | 8,787 | 6,781 |
Total revenues | 33,365 | 26,983 |
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IRSA Inversiones y Representaciones Sociedad Anónima
20.
Expenses by nature
The Company discloses expenses in the Statements of Income and Other Comprehensive Income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following table provides additional disclosure regarding expenses by nature and their relationship to the function within the Company.
Costs (i) | General and administrative expenses | Selling expenses | 03.31.2023 | 03.31.2022 | |
Salaries, social security costs and other personnel expenses | 2,887 | 2,369 | 338 | 5,594 | 5,142 |
Maintenance, security, cleaning, repairs and others | 3,565 | 245 | 5 | 3,815 | 3,528 |
Taxes, rates and contributions | 982 | 4 | 954 | 1,940 | 2,568 |
Advertising and other selling expenses | 2,601 | - | 151 | 2,752 | 1,557 |
Director´s fees (Note 23) | - | 1,625 | - | 1,625 | 1,305 |
Amortization and depreciation | 1,055 | 210 | 8 | 1,273 | 1,201 |
Fees and payments for services | 61 | 540 | 551 | 1,152 | 874 |
Leases and services’ charges | 287 | 108 | 5 | 400 | 436 |
Traveling, transportation and stationery expenses | 48 | 77 | 9 | 134 | 198 |
Cost of sales of trading properties | 32 | - | - | 32 | 82 |
Allowance for doubtful accounts (charge and recovery, net) (Note 13) | - | - | 23 | 23 | 27 |
Bank expenses | - | 104 | - | 104 | 61 |
Freight expenses | 3 | 1 | - | 4 | - |
Others | 24 | 1 | - | 25 | 27 |
Total expenses by nature as of 03.31.2023 | 11,545 | 5,284 | 2,044 | 18,873 | - |
Total expenses by nature as of 03.31.2022 | 10,127 | 4,787 | 2,092 | - | 17,006 |
(i) For the nine-month period ended March 31, 2023, includes ARS 11,333 of rental and services costs and ARS 212 of costs of sales and developments, of which ARS 137 corresponds to investment properties and ARS 75 to trading properties. For the nine-month period ended March 31, 2022, includes ARS 9,584 which corresponds to rental and services costs and ARS 543 to costs of sales and developments, of which ARS 180 corresponds to investment properties and ARS 363 to trading properties.
21.
Other operating results, net
03.31.2023 | 03.31.2022 | |
Lawsuits and other contingencies (i) | (482) | (272) |
Donations | (91) | (159) |
Administration fees | 360 | 311 |
Loss from disposal of property, plant and equipment | (510) | - |
Interest and allowances generated by operating assets | 313 | 139 |
Others | 21 | 18 |
Total other operating results, net | (389) | 37 |
(i)
Includes legal costs and expenses.
22.
Financial results, net
03.31.2023 | 03.31.2022 | |
Interest income | 105 | 151 |
Total finance income | 105 | 151 |
Interest expense | (8,172) | (11,689) |
Other finance costs | (709) | (1,026) |
Total finance costs | (8,881) | (12,715) |
Exchange rate differences, net | 5,915 | 25,372 |
Fair value net gain from financial assets and liabilities at fair value through profit or loss, net | 2,469 | 4,000 |
Gain / (loss) from derivative financial instruments, net | 14 | (18) |
Gain from repurchase of non-convertible notes | 99 | 2,613 |
Other financial results | (45) | 428 |
Total other financial results | 8,452 | 32,395 |
Inflation adjustment | 11,040 | 2,772 |
Total financial results, net | 10,716 | 22,603 |
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IRSA Inversiones y Representaciones Sociedad Anónima
23.
Related party transactions
See description of the main transactions conducted with related parties in Note 30 to the Annual Consolidated Financial Statements as of June 30, 2022.
The following is a summary of the balances with related parties as of March 31, 2023 and June 30, 2022:
Item | 03.31.2023 | 06.30.2022 |
Rights of use assets | 275 | 1,039 |
Trade and other receivables | 9,063 | 3,297 |
Investments in financial assets | 2,275 | 3,010 |
Trade and other payables | (1,952) | (2,607) |
Borrowings | (17,363) | (19,235) |
Total | (7,702) | (14,496) |
Related parties | 03.31.2023 | 06.30.2022 | Operation description | Item |
Cresud S.A.C.I.F. y A. | - | 8 | Debtors for sales, rentals and services | Trade and other receivables |
2,275 | 3,010 | Bonds | Investments in financial assets | |
(642) | (1,079) | Corporate services payable | Trade and other payables | |
(3) | (5) | Long-term incentive plan payable | Trade and other payables | |
(173) | (2) | Other liabilities | Trade and other payables | |
Total parent company | 1,457 | 1,932 | ||
Shopping Neuquén S.A. | 275 | 1,039 | Rights of use assets | Rights of use assets |
1 | 60 | Debtors for sales, rentals and services | Trade and other receivables | |
240 | 341 | Loans granted | Trade and other receivables | |
(1) | (2) | Rentals and services received | Trade and other payables | |
(1) | (2) | Other liabilities | Trade and other payables | |
Panamerican Mall S.A. | 19 | 158 | Debtors for sales, rentals and services | Trade and other receivables |
1 | 2 | Long-term incentive plan | Trade and other receivables | |
(1) | (1) | Rentals and services received | Trade and other payables | |
(21) | (15) | Other liabilities | Trade and other payables | |
Arcos del Gourmet S.A. | 7 | 72 | Debtors for sales, rentals and services | Trade and other receivables |
(9) | (8) | Other liabilities | Trade and other payables | |
E-Commerce Latina S.A. | (1,165) | (1,199) | Borrowings | Borrowings |
Ogden Argentina S.A. | 5 | 8 | Debtors for sales, rentals and services | Trade and other receivables |
786 | 796 | Loans granted | Trade and other receivables | |
Entretenimiento Universal S.A. | 105 | 106 | Loans granted | Trade and other receivables |
(9) | - | Rentals and services received | Trade and other payables | |
Torodur S.A. | (3) | (5) | Other liabilities | Trade and other payables |
(420) | (1,550) | NCN | Borrowings | |
(11,933) | (12,275) | Borrowings | Borrowings | |
Ritelco S.A. | 8 | 5 | Debtors for sales, rentals and services | Trade and other receivables |
(74) | (77) | Borrowings | Borrowings | |
We Are Appa S.A. | 3 | 7 | Debtors for sales, rentals and services | Trade and other receivables |
595 | 332 | Loans granted | Trade and other receivables | |
(15) | (45) | Rentals and services received | Trade and other payables | |
(1) | - | Other liabilities | Trade and other payables | |
Other subsidiaries, associates and joint ventures (1) | 33 | 42 | Debtors for sales, rentals and services | Trade and other receivables |
1 | - | Expenses paid in advance | Trade and other receivables | |
1 | 17 | Advance payments | Trade and other receivables | |
8 | - | Loans granted | Trade and other receivables | |
- | 150 | Contributions to be integrated | Trade and other receivables | |
15 | 24 | Long-term incentive plan | Trade and other receivables | |
(21) | (23) | Rentals and services received | Trade and other payables | |
- | (13) | Invoices to be received | Trade and other payables | |
(10) | (14) | Other liabilities | Trade and other payables | |
- | (145) | NCN | Borrowings | |
- | (509) | Borrowings | Borrowings | |
Total subsidiaries, associates and joint ventures | (11,581) | (12,724) |
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IRSA Inversiones y Representaciones Sociedad Anónima
Related parties | 03.31.2023 | 06.30.2022 | Operation description | Item |
Directors | (815) | (1,070) | Directors' fees provision | Trade and other payables |
Total directors | (815) | (1,070) | ||
Cyrsa S.A. | (72) | (81) | Borrowings | Borrowings |
Consultores Assets Management | 34 | 34 | Debtors for sales, rentals and services | Trade and other receivables |
BHN Vida S.A. | (5) | (6) | Guarantee deposits received | Trade and other payables |
(80) | (82) | NCN | Borrowings | |
IRSA - Galerías Pacífico S.A. U.T. | 1 | 2 | Debtors for sales, rentals and services | Trade and other receivables |
(141) | (232) | Other liabilities | Trade and other payables | |
(766) | (988) | Borrowings | Borrowings | |
New Lipstick LLC | 50 | 53 | Debtors for sales, rentals and services | Trade and other receivables |
IRSA International LLC | (64) | (65) | Other liabilities | Trade and other payables |
(257) | (260) | Borrowings | Borrowings | |
Real Estate Strategies LLC | 368 | - | Loans granted | Trade and other receivables |
Tyrus S.A. | 10 | 7 | Debtors for sales, rentals and services | Trade and other receivables |
6,662 | 957 | Loans granted | Trade and other receivables | |
(3) | - | Rentals and services received | Trade and other payables | |
(2,351) | (1,835) | NCN | Borrowings | |
(99) | - | Borrowings | Borrowings | |
Helmir S.A. | (73) | (74) | NCN | Borrowings |
Nuevas Fronteras S.A. | 88 | 58 | Debtors for sales, rentals and services | Trade and other receivables |
(44) | (58) | Borrowings | Borrowings | |
Others Related parties (2) | 17 | 51 | Debtors for sales, rentals and services | Trade and other receivables |
3 | 1 | Prepaid expenses | Trade and other receivables | |
2 | 5 | Advance payments to suppliers | Trade and other receivables | |
- | 1 | Other credits | Trade and other receivables | |
(4) | (14) | Rentals and services received | Trade and other payables | |
(10) | (6) | Invoices to be received | Trade and other payables | |
(27) | (28) | NCN | Borrowings | |
(2) | (74) | Borrowings | Borrowings | |
Total others | 3,237 | (2,634) | ||
Total | (7,702) | (14,496) |
(1) Includes Quality Invest S.A., Emprendimiento Recoleta S.A., Nuevo Puerto Santa Fe S.A., GCDI S.A. (Ex TGLT S.A.), Palermo Invest S.A., Boulevard Norte S.A., Centro de Entretenimientos La Plata S.A., La Arena S.A., Efanur S.A., Fibesa y La Rural S.A..
(2) Includes Llao Llao Resorts S.A., Banco Hipotecario S.A., Museo de los niños, Estudio Zang, Bergel y Viñes, Agrofy S.A., BHN Seguros Generales S.A. y Futuros y Opciones S.A..
(*) Company liquidated as of October 31, 2022.
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IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the results with related parties for the nine-month period ended March 31, 2023 and 2022:
Related parties | 03.31.2023 | 03.31.2022 | Operation description |
Cresud S.A.C.I.F. y A. | 62 | 78 | Leases and/or rights of use |
1,256 | (282) | Financial operations | |
(1,728) | (1,512) | Corporate services | |
Total parent company | (410) | (1,716) | |
Arcos del Gourmet S.A. | (32) | (20) | Leases and/or rights of use |
87 | 78 | Fees | |
Fibesa S.A. | 4 | 6 | Leases and/or rights of use |
2 | 4 | Fees | |
13 | 31 | Financial operations | |
Ritelco S.A. | 2 | 16 | Financial operations |
Torodur S.A. | 238 | 2,327 | Financial operations |
Efanur S.A. | 35 | 59 | Financial operations |
Helmir S.A | (10) | 4 | Financial operations |
Tyrus S.A. | (397) | (94) | Financial operations |
Lipstick Management | - | 39 | Financial operations |
Shopping Neuquén S.A. | (101) | (82) | Financial operations |
(815) | (776) | Leases and/or rights of use | |
Ogden Argentina S.A. | (9) | (137) | Financial operations |
Entretenimiento Universal S.A. | (1) | (18) | Financial operations |
Inversora Bolívar S.A. | - | (2) | Financial operations |
UT La Rural S.A. - OFC S.R.L - Ogden y Enusa | (2) | - | Fees |
E-Commerce Latina S.A. | 33 | 69 | Financial operations |
La Rural S.A. | (1) | - | Leases and/or rights of use |
Panamerican Mall S.A. | 161 | 147 | Fees |
(77) | (29) | Leases and/or rights of use | |
- | (92) | Financial operations | |
Emprendimiento Recoleta S.A. | 1 | 2 | Fees |
Cyrsa S.A. | 9 | 16 | Financial operations |
Centro de Entretenimientos La Plata S.A. | (13) | (16) | Leases and/or rights of use |
We Are Appa S.A. | 9 | 20 | Fees |
4 | (8) | Leases and/or rights of use | |
Nuevo Puerto Santa Fe S.A. | (2) | (8) | Leases and/or rights of use |
48 | 22 | Fees | |
- | 8 | Financial operations | |
Quality Invest S.A. | 8 | 8 | Fees |
(21) | (12) | Leases and/or rights of use | |
2 | - | Financial operations | |
Total subsidiaries, associates and joint ventures | (825) | 1,562 | |
Directors | (1,625) | (1,305) | Fees |
Senior Management | (105) | (25) | Fees |
Total Directors and Senior Management | (1,730) | (1,330) | |
BHN Seguros Generales S.A. | - | 39 | Leases and/or rights of use |
BHN Sociedad de Inversión S.A. | - | 14 | Leases and/or rights of use |
BHN Vida S.A. | - | 43 | Leases and/or rights of use |
BACS Administradora de Activos S.A. | - | 12 | Leases and/or rights of use |
Austral Gold | - | 8 | Leases and/or rights of use |
3 | 4 | Fees | |
Consultores Assets Management | - | 14 | Leases and/or rights of use |
3 | 2 | Fees | |
Hamonet S.A. | (6) | (6) | Leases and/or rights of use |
Isaac Elsztain e Hijos S.C.A. | (14) | (16) | Leases and/or rights of use |
Estudio Zang, Bergel & Viñes | - | (39) | Fees |
Banco de Crédito y Securitización S.A. | - | 92 | Leases and/or rights of use |
Nuevas Fronteras S.A. | 15 | - | Financial operations |
Fundación IRSA | (59) | (63) | Donations |
- | 2 | Leases and/or rights of use | |
Museo de los niños | 2 | (10) | Leases and/or rights of use |
Fundación Puerta 18 | (18) | (22) | Donations |
IRSA - Galerías Pacífico S.A. U.T. | 80 | 47 | Financial operations |
Fundación IRSA | (59) | - | Donations |
Hoteles Argentinos SAU | - | 2 | Fees |
Nuevas Fronteras S.A. | 25 | 27 | Fees |
15 | 10 | Financial operations | |
Other subsidiaries, associates and joint ventures | (13) | 160 | |
Total at the end of the period | (2,978) | (1,324) |
56
IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the transactions with related parties without impact in results for the nine-month period ended March 31, 2023 and 2022:
Related parties | 03.31.2023 | 03.31.2022 | Operation description |
Fibesa S.A. | 403 | 257 | Dividends received |
IRSA - Galerías Pacífico S.A. U.T. | 1,369 | - | Dividends received |
Arcos del Gourmet S.A | 409 | 1,696 | Dividends received |
Panamerican Mall S.A. | 571 | - | Dividends received |
Nuevo Puerto Santa Fe S.A. | 174 | - | Dividends received |
Total dividends received | 2,926 | 1,953 | |
Palermo Invest S.A. | (3) | (37) | Irrevocable contributions |
Inversora Bolívar S.A. | (1) | (27) | Irrevocable contributions |
E-Commerce Latina S.A. | - | (290) | Irrevocable contributions |
Tyrus S.A. | - | (278) | Irrevocable contributions |
Hoteles Argentinos SAU | - | (102) | Irrevocable contributions |
Liveck S.A. | - | (69) | Irrevocable contributions |
Quality Invest S.A. | (44) | (72) | Irrevocable contributions |
Torodur S.A | - | (407) | Irrevocable contributions |
Centro de Entretenimientos La Plata S.A. | (186) | - | Irrevocable contributions |
Total irrevocable contributions to subsidiaries | (234) | (1,282) |
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IRSA Inversiones y Representaciones Sociedad Anónima
24.
Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
Item (1) | Amount (2) | Foreign exchange rate (3) | Total as of 03.31.2023 | Total as of 06.30.2022 |
Assets | ||||
Trade and other receivables | ||||
US Dollar | 7.30 | 208.61 | 1,522 | 1,721 |
Euros | 0.08 | 226.15 | 18 | 19 |
Receivables with related parties | ||||
US Dollar | 41.48 | 209.01 | 8,669 | 2,330 |
Total Trade and other receivables | 10,209 | 4,070 | ||
Investments in financial assets | ||||
US Dollar | 8.13 | 208.61 | 1,696 | 1,252 |
Investment in financial assets with related parties | ||||
US Dollar | 10.88 | 209.01 | 2,275 | 3,010 |
Total Investments in financial assets | 3,971 | 4,262 | ||
Cash and cash equivalents | ||||
US Dollar | 13.04 | 208.61 | 2,721 | 13,501 |
Total Cash and cash equivalents | 2,721 | 13,501 | ||
Total Assets | 16,901 | 21,833 | ||
Liabilities | ||||
Trade and other payables | ||||
US Dollar | 4.80 | 209.01 | 1,003 | 723 |
Euros | - | 227.11 | - | 2 |
Payables with related parties | ||||
US Dollar | 0.41 | 209.01 | 85 | 106 |
Total Trade and other payables | 1,088 | 831 | ||
Lease liabilities | ||||
US Dollar | 1.57 | 209.01 | 328 | 2 |
Total Lease liabilities | 328 | 2 | ||
Borrowings | ||||
US Dollar | 304.50 | 209.01 | 63,644 | 104,954 |
Borrowings with related parties | ||||
US Dollar | 82.79 | 209.01 | 17,304 | 19,226 |
Total Borrowings | 80,948 | 124,180 | ||
Total Liabilities | 82,364 | 125,013 |
(1)
Considering foreign currencies those that differ from the Group’s functional currency at each period / year.
(2)
Expressed in millions of foreign currency.
(3)
Exchange rate as of March 31, 2023 according to Banco de la Nación Argentina records.
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IRSA Inversiones y Representaciones Sociedad Anónima
25.
CNV General Resolution N° 622/13
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622/13, below is a detail of the notes to the Unaudited Condensed Interim Separate Financial Statements that disclose the information required by the Resolution in Exhibits.
Exhibit A - Property, plant and equipment | Note 7 Investment properties and Note 8 Property, plant and equipment |
Exhibit B - Intangible assets | Note 10 Intangible assets |
Exhibit C - Equity investments | Note 6 Information about the main subsidiaries, associates and joint ventures |
Exhibit D - Other investments | Note 12 Financial instruments by category |
Exhibit E - Provisions and allowances | Note 13 Trade and other receivables and Note 17 Provisions |
Exhibit F - Cost of sales and services provided | Note 9 Trading properties and Note 19 Expenses by nature |
Exhibit G - Foreign currency assets and liabilities | Note 23 Foreign currency assets and liabilities |
26.
CNV General Resolution N° 629/14 – Storage of documentation
On August 14, 2014, the CNV issued General Resolution N° 629 whereby it introduced amendments to rules related to storage and conservation of corporate books, accounting books and commercial documentation. In this sense, it should be noted that the Company has entrusted the storage of certain non-sensitive and old information to the following provider:
Storage of documentation responsible | Location | |
Iron Mountain Argentina S.A. | Av. Amancio Alcorta 2482, Autonomous City of Buenos Aires | |
San Miguel de Tucumán 601, Carlos Spegazzini. | ||
Torcuato Di Tella 1800, Carlos Spegazzini. | ||
Puente del Inca 2540, Carlos Spegazzini |
It is further noted that a detailed list of all documentation held in custody by providers, as well as documentation required in section 5 a.3) of Section I, Chapter V, Title II of the CNV RULES (2013 as amended) are available at the registered office.
On February 5, 2014 there was a widely known accident in Iron Mountain’s warehouse. Such company is a supplier of the Company and Company’s documentation was being kept in the mentioned warehouse. Based on the internal review carried out by the Company, duly reported to the CNV on February 12, 2014, the information kept at the Iron Mountain premises that were on fire do not appear to be sensitive or capable of affecting normal operations.
27.
Negative working capital
As of March 31, 2023, the Company presents a negative working capital of ARS 744, which is permanently monitored by the Shareholder meeting and the Management.
28.
Other relevant events of the period
See Note 28 to the Unaudited Condensed Interim Consolidated Financial Statements.
29.
Subsequent events
See Note 29 to the Unaudited Condensed Interim Consolidated Financial Statements.
59
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM SEPARATE FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
IRSA Inversiones y Representaciones Sociedad Anónima
Legal address: Carlos Della Paolera 261 - 9th floor
Autonomous City of Buenos Aires
Tax Registration Number: 30-52532274-9
Introduction
We have reviewed the accompanying unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima (“the Company”), including the unaudited condensed interim separate statement of financial position at March 31, 2023, the unaudited condensed interim separate statements of income and other comprehensive income for the nine month period and three month period ended March 31, 2023 and the unaudited condensed interim separate statements of changes in shareholders’ equity and of cash flows for the nine month period then ended, and selected explanatory notes.
Management’s responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim separate financial statements in accordance with International Financial Reporting Standards, adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) as professional accounting standards and included by the National Securities Commission (CNV) in its regulations, as approved by the International Accounting Standards Board (IASB), and is therefore responsible for the preparation and presentation of the unaudited condensed interim separate financial statements mentioned in the first paragraph, in accordance with International Accounting Standard 34 Interim Financial Information (IAS 34).
60
Free translation from the original prepared in Spanish for publication in Argentina
Scope of our review
Our review was limited to the application of the procedures established under International Standards on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, adopted as a review standard in Argentina by Technical Pronouncement No. 33 of the FACPCE and approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of inquiries of Company staff responsible for preparing the information included in the unaudited condensed interim separate financial statements and of analytical and other review procedures. This review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the separate statements of financial position, and the separate statements of income and other comprehensive income and of cash flows of the Company.
Conclusion
On the basis of our review, nothing has come to our attention that causes us to believe that the unaudited condensed interim separate financial statements mentioned in the first paragraph of this report have not been prepared, in all material respects, in accordance with International Accounting Standard 34 Interim Financial Reporting.
Report on compliance with current regulations
In accordance with current regulations, we report, in connection with IRSA Inversiones y Representaciones Sociedad Anónima, that:
a)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima have not been transcribed into the Inventory and Balance Sheet book and, except for the above mentioned situation, as regards those matters that are within our competence, they are in compliance with the provisions of the General Companies Law and pertinent resolutions of the National Securities Commission;
b)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from accounting records carried in all formal aspects in accordance with legal requirements except for i) the lack of transcription to the Inventories and Balance Sheet Book, and ii) the lack of transcription to the General Journal Book of the accounting entries corresponding to the month of March 2023;
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Free translation from the original prepared in Spanish for publication in Argentina
c)
at March 31, 2023 the debt of IRSA Inversiones y Representaciones Sociedad Anónima accrued in favor of the Argentine Integrated Social Security System, as shown by the Company’s accounting records, amounted to ARS 171,935,778 which was not due at that date.
Autonomous City of Buenos Aires, May 8, 2023.
PRICE WATERHOUSE & CO. S.R.L. (Partner) | ABELOVICH, POLANO & ASOCIADOS S.R.L. (Partner) | |
C.P.C.E.C.A.B.A. Tº 1 Fº 17 | C.P.C.E.C.A.B.A. T° 1 F° 30 | |
Carlos Brondo Public Accountant (UNCUYO) C.P.C.E.C.A.B.A. T° 391 F° 078 | Noemí I. Cohn Public Accountant (U.B.A.) C.P.C.E.C.A.B.A. T° 116 F° 135 |
62
I. Brief comment on the Company’s activities during the period, including references to significant events occurred after the end of the period.
Consolidated Results
(in millions of ARS) | IIIQ 23 | IIIQ 22 | YoY Var | 9M 23 | 9M 22 | YoY Var |
Revenues | 16,273 | 13,554 | 20.1% | 53,876 | 39,759 | 35.5% |
Result from fair value adjustment of investment properties | 1,039 | (75,901) | - | (34,909) | (22,666) | 54.0% |
Result from operations | 6,600 | (70,281) | - | (14,608) | (7,417) | 97.0% |
Depreciation and amortization | 338 | 364 | (7.1)% | 1,183 | 1,180 | 0.3% |
EBITDA (1) | 6,938, | (69,917) | - | (13,425) | (6,237) | 115.2% |
Adjusted EBITDA (1) | 14,326, | 10,657, | 34.4% | 31,251 | 26,031 | 20.1% |
Result for the period | 12,978 | (37,013) | - | 31,768 | 23,501 | 35.2% |
Attributable to equity holders of the parent | 12,399 | (35,518) | - | 30,768 | 25,476 | 20.8% |
Attributable to non-controlling interest | 579 | (1,495) | - | 1,000 | (1,975) | - |
(1)
See Point XVI: EBITDA Reconciliation
Group revenues increased by 35.5% during the nine-months of 2023 compared to the same period in 2022, mainly due to the favorable evolution of Shopping Centers and Hotels segments.
Adjusted EBITDA from the rental segments reached ARS 26,682 million, 38,7% higher than the nine-month period of the previous year, ARS 21,216 million coming from the Shopping Centers segment, ARS 2,270 million from the office segment and ARS 3,196 million from Hotels segment. Total Adjusted EBITDA, that includes sales of investment properties, reached ARS 31,251 million, increasing 20.1% in the period.
The net result for the nine-month period of fiscal year 2023 registered a gain of ARS 31,768, 35,2% higher than the same period of the previous year. This is mainly explained by better operating results and the impact of the reversal of an income tax provision due to jurisprudence regarding tax inflation adjustment.
II. Shopping Malls
Our portfolio’s leasable area totaled 335,893 sqm of GLA. Real tenants’ sales of our shopping centers reached ARS 377,783 million in the nine-months of fiscal year 2023, 18.32% higher than in the same period of the previous fiscal year.
Portfolio occupancy reached 96.8% due to the occupancy of big surfaces, liberated during the pandemic, at Dot Baires Shopping, Mendoza Plaza Shopping and Alto Avellaneda.
Shopping Malls’ Operating Indicators
IIIQ 23 | IIQ 23 | IQ 23 | IVQ 22 | IIIQ 22 | |
Gross leasable area (sqm) | 335,893 | 336,240 | 336,240 | 335,666 | 335,690 |
Tenants’ sales (3 months cumulative in current currency) | 110,616 | 145,144 | 122,023 | 101,999 | 100,759 |
Occupancy | 96.8% | 93.9% | 93.7% | 93.1% | 91.5% |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
Shopping Malls’ Financial Indicators
(in millions of ARS) | IIIQ 23 | IIIQ 22 | YoY Var | 9M 23 | 9M 22 | YoY Var |
Revenues from sales, leases, and services | 8,848 | 7,313 | 21.0% | 28,073 | 21,517 | 30.5% |
Net result from fair value adjustment on investment properties | (3,339) | (4,896) | (31.8)% | (10,518) | (18,932) | (44.4)% |
Result from operations | 2,655 | (62) | - | 10,342 | (4,285) | - |
Depreciation and amortization | 104 | 81 | 28.4% | 356 | 313 | 13.7% |
EBITDA (1) | 2,759 | 19 | 14,421.1% | 10,698 | (3,972) | - |
Adjusted EBITDA (1) | 6,098 | 4,915 | 24.1% | 21,216 | 14,960 | 41.8% |
(1)
See Point XVI: EBITDA Reconciliation
Income from this segment during the nine-months of fiscal year 2023 reached ARS 28,073 million, an increase of 30.5% when compared with the same period of previous fiscal year. Adjusted EBITDA reached ARS 21,216 million, 41.8% higher than in the same period of fiscal year 2022 as costs increased at a lower rate than revenues.
Operating data of our shopping malls
Date of acquisition | Location | Gross Leasable Area (sqm)(1) | Stores | Occupancy (2) | IRSA Interest (3) | |
Alto Palermo | Dec-97 | City of Buenos Aires | 20,507 | 141 | 99.3% | 100% |
Abasto Shopping(4) | Nov-99 | City of Buenos Aires | 37,163 | 162 | 98.7% | 100% |
Alto Avellaneda | Dec-97 | Province of Buenos Aires | 39,457 | 123 | 92.2% | 100% |
Alcorta Shopping | Jun-97 | City of Buenos Aires | 15,812 | 112 | 96.1% | 100% |
Patio Bullrich | Oct-98 | City of Buenos Aires | 11,664 | 91 | 92.1% | 100% |
Dot Baires Shopping | May-09 | City of Buenos Aires | 47,811 | 162 | 97.8% | 80% |
Soleil | Jul-10 | Province of Buenos Aires | 15,673 | 74 | 99.6% | 100% |
Distrito Arcos | Dec-14 | City of Buenos Aires | 14,457 | 67 | 98.1% | 90.0% |
Alto Noa Shopping | Mar-95 | Salta | 19,381 | 85 | 97.1% | 100% |
Alto Rosario Shopping | Nov-04 | Santa Fe | 34,858 | 137 | 95.8% | 100% |
Mendoza Plaza Shopping | Dec-94 | Mendoza | 41,511 | 127 | 97.1% | 100% |
Córdoba Shopping | Dec-06 | Córdoba | 15,368 | 99 | 98.6% | 100% |
La Ribera Shopping | Aug-11 | Santa Fe | 10,531 | 68 | 96.9% | 50% |
Alto Comahue | Mar-15 | Neuquén | 11,700 | 89 | 97.3% | 99.95% |
Patio Olmos(5) | Sep-07 | Córdoba | - | - | - | |
Total | 335,893 | 1.537 | 96.8% |
(1) Corresponds to gross leasable area in each property. Excludes common areas and parking spaces.
(2) Calculated dividing occupied square meters by leasable area as of the last day of the fiscal period.
(3) Company’s effective interest in each of its business units.
(4) Excludes Museo de los Niños (3,732 square meters in Abasto).
(5) IRSA owns the historic building of the Patio Olmos shopping mall in the Province of Córdoba, operated by a third party.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
Quarterly and cumulative tenants’ sales as of March 31, 2023, compared to the same period of fiscal years 2022, 2021, 2020, and 2019
(ARS million) | IIIQ 23 | IIIQ 22 | YoY Var |
Alto Palermo | 14,054 | 12,589 | 11.6% |
Abasto Shopping | 16,397 | 13,615 | 20.4% |
Alto Avellaneda | 10,862 | 8,917 | 21.8% |
Alcorta Shopping | 8,202 | 8,228 | (0.3)% |
Patio Bullrich | 4,574 | 4,547 | 0.6% |
Buenos Aires Design(1) | - | - | 0.0% |
Dot Baires Shopping | 9,113 | 8,192 | 11.2% |
Soleil | 5,733 | 5,547 | 3.4% |
Distrito Arcos | 7,576 | 7,021 | 7.9% |
Alto Noa Shopping | 4,721 | 4,863 | (2.9)% |
Alto Rosario Shopping | 12,288 | 11,581 | 6.1% |
Mendoza Plaza Shopping | 7,520 | 7,348 | 2.3% |
Córdoba Shopping | 3,882 | 3,528 | 10.0% |
La Ribera Shopping(2) | 1,995 | 1,805 | 10.5% |
Alto Comahue | 3,699 | 2,978 | 24.2% |
Total sales | 110,616 | 100,759�� | 9.8% |
(1) December 5, 2018, end of concession
(2) Through our joint venture Nuevo Puerto Santa Fe S.A.
(ARS million) | 9M 23 | 9M 22 | YoY Var | 9M 21 | 9M 20 | 9M 19 |
Alto Palermo | 49,535 | 39,743 | 24.6% | 16,729 | 36,544 | 37,286 |
Abasto Shopping | 54,711 | 39,939 | 37.0% | 15,202 | 37,023 | 40,194 |
Alto Avellaneda | 37,203 | 28,379 | 31.1% | 12,602 | 32,789 | 35,928 |
Alcorta Shopping | 29,084 | 28,050 | 3.7% | 13,180 | 21,786 | 21,080 |
Patio Bullrich | 16,177 | 14,471 | 11.8% | 8,494 | 14,516 | 13,809 |
Buenos Aires Design(1) | - | - | - | - | - | 2,331 |
Dot Baires Shopping | 30,059 | 25,547 | 17.7% | 11,798 | 29,133 | 30,652 |
Soleil | 19,880 | 18,604 | 6.9% | 9,505 | 15,134 | 15,952 |
Distrito Arcos | 27,909 | 23,338 | 19.6% | 12,931 | 17,031 | 14,637 |
Alto Noa Shopping | 15,586 | 14,667 | 6.3% | 11,024 | 12,766 | 13,557 |
Alto Rosario Shopping | 43,231 | 37,914 | 14.0% | 24,765 | 29,960 | 29,292 |
Mendoza Plaza Shopping | 22,983 | 21,715 | 5.8% | 20,648 | 22,308 | 23,629 |
Córdoba Shopping | 13,323 | 12,288 | 8.4% | 8,056 | 9,188 | 9,898 |
La Ribera Shopping(2) | 6,746 | 5,684 | 18.7% | 2,999 | 6,206 | 6,881 |
Alto Comahue | 11,356 | 8,973 | 26.6% | 3,968 | 9,023 | 9,586 |
Total sales | 377,783 | 319,312 | 18.3% | 171,901 | 293,407 | 304,712 |
(1) December 5, 2018, end of concession
(2) Through our joint venture Nuevo Puerto Santa Fe S.A.
Quarterly and cumulative tenants’ sales per type of business as of March 31, 2023, compared to the same period of fiscal years 2022, 2021, 2020 and 2019(1)
(ARS million) | IIIQ 23 | IIIQ 22 | YoY Var |
Department Store | - | - | - |
Clothes and footwear | 59,733 | 56,549 | 5.6% |
Entertainment | 3,362 | 2,547 | 32.0% |
Home and decoration | 3,079 | 3,069 | 0.3% |
Restaurants | 14,520 | 10,730 | 35.3% |
Miscellaneous | 12,860 | 15,935 | (19.3)% |
Services | 2,137 | 1,766 | 21.0% |
Home Appliances | 14,925 | 10,163 | 46.9% |
Total | 110,616 | 100,759 | 9.8% |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
(in millions of ARS) | 9M 23 | 9M 22 | YoY Var | 9M 21 | 9M 20 | 9M 19 |
Department Store | - | - | - | 9,213 | 15,556 | 16,264 |
Clothes and footwear | 218,865 | 190,494 | 14.9% | 94,529 | 161,724 | 165,824 |
Entertainment | 10,448 | 7,156 | 46.0% | 1,066 | 9,212 | 9,585 |
Home and decoration | 9,058 | 8,757 | 3.4% | 4,957 | 6,017 | 9,376 |
Restaurants | 42,127 | 29,770 | 41.5% | 12,690 | 32,958 | 34,550 |
Miscellaneous | 45,295 | 49,296 | -8.1% | 27,039 | 40,804 | 39,186 |
Services | 6,571 | 5,145 | 27.7% | 2,101 | 3,423 | 3,718 |
Home Appliances | 45,419 | 28,694 | 58.3% | 20,306 | 23,713 | 26,209 |
Total | 377,783 | 319,312 | 18.3% | 171,901 | 293,407 | 304,712 |
(1)
Includes sales from stands and excludes spaces used for special exhibitions.
Revenues from quarterly and cumulative leases as of March 31, 2023, compared to the same period of fiscal year 2022, 2021, 2020 & 2019
(ARS million) | IIIQ 23 | IIIQ 22 | YoY Var |
Base rent | 4,044 | 2,840 | 42.4% |
Percentage rent | 2,861 | 3,109 | (8.0)% |
Total rent | 6,905 | 5,949 | 16.1% |
Non-traditional advertising | 151 | 155 | (2.6)% |
Revenues from admission rights | 979 | 650 | 50.6% |
Fees | 85 | 90 | (5.6)% |
Parking | 429 | 251 | 70.9% |
Commissions | 268 | 190 | 41.1% |
Other | 31 | 28 | 10.7% |
Subtotal | 8,848 | 7,313 | 21.0% |
Expenses and Collective Promotion Fund | 3,023 | 1,971 | 53.4% |
Total | 11,871 | 9,284 | 27.9% |
(ARS million) | 9M 23 | 9M 22 | YoY Var | 9M 21 | 9M 20 | 9M 19 |
Base rent | 11,237 | 7,234 | 55.3% | 5,812 | 11,649 | 15,197 |
Percentage rent | 11,593 | 10,531 | 10.1% | 3,118 | 6,356 | 5,723 |
Total rent | 22,830 | 17,765 | 28.5% | 8,930 | 18,005 | 20,920 |
Non-traditional advertising | 584 | 451 | 29.5% | 212 | 633 | 610 |
Revenues from admission rights | 2,488 | 1758 | 41.5% | 1,685 | 3,105 | 3,417 |
Fees | 250 | 277 | (9.7)% | 294 | 343 | 398 |
Parking | 1220 | 715 | 70.6% | 63 | 1,261 | 1,587 |
Commissions | 643 | 484 | 32.9% | 339 | 641 | 809 |
Other | 58 | 67 | (13.4)% | 351 | 172 | 782 |
Subtotal | 28,073 | 21,517 | 30.5% | 11,874 | 24,160 | 28,523 |
Expenses and Collective Promotion Fund | 10,154 | 7,458 | 36.1% | 5,824 | 10,442 | 11,133 |
Total | 38,227 | 28,975 | 31.9% | 17,698 | 34,602 | 39,656 |
(1)
Includes Revenues from stands for ARS 1,977.6 million cumulative as of December 2022
(2)
Includes ARS 25.9 million from Patio Olmos.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
III. Offices
According to Colliers, the quarter closes with a slight increase in vacancy standing at 17.7%, in the Buenos Aires City premium market (A+ & A), while prices remain stable at average levels of USD 22.3 per sqm.
Offices’ Operating Indicators
IIIQ 23 | IIQ 23 | IQ 23 | IVQ 22 | IIIQ 22 | |
Gross Leasable area | 74,392 | 82,708 | 82,708 | 83,892 | 103,777 |
Total Occupancy | 68.4% | 68.6% | 68.5% | 73.3% | 66.4% |
Class A+ & A Occupancy | 86.9% | 83.7% | 82.0% | 85.5% | 74.6% |
Class B Occupancy | 16.1% | 19.6% | 24.9% | 33.5% | 30.9% |
Rent USD/sqm | 25.6 | 24.8 | 25.0 | 24.5 | 24.6 |
The gross leasable area of the third quarter of fiscal year 2023 was 74,932 sqm, decreasing significantly when compared to the previous quarter due to the sale of seven floors in the “261 Della Paolera” building. The average occupancy of the premium portfolio grew to 86.9% mainly due to the full occupancy of this building during the quarter and the average rent reached USD 25.6/m2.
Offices’ Financial Indicators
(in ARS million) | IIIQ 23 | IIIQ 22 | YoY Var | 9M 23 | 9M 22 | YoY Var |
Revenues from sales, leases and services | 918 | 1,337 | (31.3)% | 2,908 | 4,194 | (30.7)% |
Net result from fair value adjustment on investment properties, PP&E e inventories | 5,223 | (27,689) | - | (4,435) | (26,228) | (83.1)% |
Profit from operations | 5,863 | (26,861) | - | (2,281) | (23,652) | (90.4)% |
Depreciation and amortization | 15 | 48 | (68.8)% | 116 | 178 | (34.8)% |
EBITDA(1) | 5,878 | (26,813) | - | (2,165) | (23,474) | (90.8)% |
Adjusted EBITDA (1) | 655 | 876 | (25.2)% | 2,270 | 2,754 | (17.6)% |
(1) See Point XVI: EBITDA Reconciliation
During the nine-months of fiscal year 2023, revenues from the offices segment decreased by 30.7% and Adjusted EBITDA decreased 17.6% compared to the previous fiscal year, mainly explained by the impact of asset sales. Adjusted EBITDA margin was 78.1%.
Below is information on our office segment:
Offices & Others | Date of Acquisition | Gross Leasable Area (sqm)(1) | Occupancy (2) | Actual Interest | 9M 23 - Rental revenues (ARS thousand) (4) |
AAA & A Offices | |||||
Boston Tower | Dec-14 | 2,396 | |||
Intercontinental Plaza (3) | Dec-14 | 2,979 | 100.0% | 100% | 192,394 |
Dot Building | Nov-06 | 11,242 | 51.6% | 80% | 358,575 |
Zetta | May-19 | 32,173 | 94.6% | 80% | 1,598,850 |
261 Della Paolera – Catalinas(5) | Dec-20 | 8,516 | 100% | 100% | 627,358 |
Total AAA & A Offices | 54,910 | 86.9% | 2,779,573 | ||
B Offices | |||||
Suipacha 652/64 | Dec-14 | 11,465 | - | 100% | 214 |
Philips | Jun-17 | 8,017 | 39.2% | 100% | 128,465 |
Total B Buildings | 19,482 | 16.1% | 100% | 128,679 | |
Subtotal Offices | 74,392 | 68.4% | 2,908,252 |
(1) Corresponds to the total gross leasable area of each property as of March 31, 2023. Excludes common areas and parking lots.
(2) Calculated by dividing occupied square meters by gross leasable area as of March 31, 2023.
(3) We own 13.2% of the building that has 22,535 square meters of gross leasable area.
(4) Corresponds to the accumulated income of the period.
(5) We own 23,7% of the building that has 35,872 square meters of gross leasable area.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
IV. Hotels
The exclusive Llao Llao resort, in the city of Bariloche, in southern Argentina, continues to register record levels of income and occupancy, and a strong recovery is being observed in the Intercontinental and Libertador hotels that the company owns in the city of Buenos Aires. This is due to the increase in international tourism, the exchange rate competitiveness in Argentina and the regularization of the conventions and corporate events segment.
(in ARS million) | IIIQ 23 | IIIQ 22 | YoY Var | 9M 23 | 9M 22 | YoY Var |
Revenues | 3,198 | 2,215 | 44.4% | 9,249 | 5,494 | 68.3% |
Profit from operations | 929 | 496 | 87.3% | 2,712 | 1,014 | 167.5% |
Depreciation and amortization | 169 | 173 | (2.3)% | 484 | 503 | (3.8)% |
EBITDA | 1,098 | 669 | 64.1% | 3,196 | 1,517 | 110.7% |
During the first nine-months of fiscal year 2023, Hotels segment recorded an increase in revenues of 68.3% compared with the same period of fiscal year 2022 while the segment’s EBITDA reached ARS 3,196 million, a 110.7% increase when compared to the same period of fiscal year 2022.
The following chart shows certain information regarding our luxury hotels:
Hotels | Date of Acquisition | IRSA’s Interest | Number of rooms | Occupancy(4) |
Intercontinental (1) | 11/01/1997 | 76,34% | 313 | 69.2% |
Sheraton Libertador (2) | 03/01/1998 | 100,00% | 200 | 52.5% |
Llao Llao (3) | 06/01/1997 | 50,00% | 205 | 83.2% |
Total | - | - | 718 | 68.6% |
(1) Through Nuevas Fronteras S.A. (Subsidiary of IRSA).
(2) Through Hoteles Argentinos S.A.U.
(3) Through Llao Llao Resorts S.A
(4) Three months cumulated average.
Hotels’ operating and financial indicators.
IIQ 23 | IIQ 23 | IQ 23 | IVQ 22 | IIIQ 22 | |
Average Occupancy | 68.6% | 71.4% | 62.7% | 52.0% | 45.2% |
Average Rate per Room (USD/night) | 231 | 208 | 227 | 172 | 234 |
V. Sales and Developments
(in ARS million) | IIIQ 23 | IIIQ 22 | YoY Var | 9M 23 | 9M 22 | YoY Var |
Revenues | 106 | 129 | (17.8)% | 2,750 | 603 | 356.1% |
Net result from fair value adjustment on investment properties | (852) | (45,392) | (98.1)% | (20,746) | 20,048 | (203.5)% |
Result from operations | (2,621) | (45,373) | (94.2)% | (21,528) | 18,296 | (217.7)% |
Depreciation and amortization | (1) | 17 | (105.9)% | 59 | 41 | 43.9% |
Net result from fair value adjustment on investment properties | 8,427 | 4,673 | 80.3% | 9,767 | 9,602 | 1.7% |
EBITDA (1) | (2,622) | (45,356) | (94.2)% | (21,469) | 18,337 | (217.1)% |
Adjusted EBITDA (1) | 6,657 | 4,709 | 41.4% | 9,044 | 7,891 | 14.6% |
(1)
See Point XVI: EBITDA Reconciliation
Adjusted EBITDA of “Sales and Developments” segment reached ARS 9,044 million during the nine-months of fiscal year 2023, 14.6% higher than the registered during the previous fiscal year, mainly due to floors sales of the “261 Della Paolera” building made during the period.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
VI. Others
(in millions of ARS) | IIIQ 23 | IIIQ 22 | YoY Var | 9M 23 | 9M 22 | YoY Var |
Revenues | 129 | 41 | 214.6% | 549 | 131 | 319.1% |
Net result from fair value adjustment on investment properties | (25) | (33) | (24.2)% | (85) | 180 | (147.2)% |
Result from operations | (208) | (438) | (52.5)% | (4,534) | (723) | 527.1% |
Depreciation and amortization | 59 | 51 | 15.7% | 183 | 153 | 19.6% |
EBITDA | (149) | (387) | (61.5)% | (4,351) | (570) | 663.3% |
Adjusted EBITDA | (124) | (354) | (65.0)% | (4,266) | (750) | 468.8% |
VII. Financial Operations and Others
Interest in Banco Hipotecario S.A. (“BHSA”)
BHSA is a leading bank in the mortgage lending industry, in which IRSA held an equity interest of 29.91% as of March 31, 2023. During the nine-month period of fiscal year 2023, the investment in Banco Hipotecario generated an ARS 1,461 million gain compared to a ARS 161 million loss during the same period of 2022. For further information, visit http://www.cnv.gob.ar or http://www.hipotecario.com.ar.
VIII. EBITDA by Segment (ARS million)
9M 23 | Shopping Malls | Offices | Sales and Developments | Hotels | Others | Total |
Result from operations | 10,342 | (2,281) | (21,528) | 2,712 | (4,534) | (15,289) |
Depreciation and amortization | 356 | 116 | 59 | 484 | 183 | 1,198 |
EBITDA | 10,698 | (2,165) | (21,469) | 3,196 | (4,351) | (14,091) |
9M 22 | Shopping Malls | Offices | Sales and Developments | Hotels | Others | Total |
Result from operations | (4,285) | (23,652) | 18,296 | 1,014 | (723) | (9,350) |
Depreciation and amortization | 313 | 178 | 41 | 503 | 153 | 1,188 |
EBITDA | (3,972) | (23,474) | 18,337 | 1,517 | (570) | (8,162) |
EBITDA Var | - | (90.8)% | (217.1)% | 110.7% | 663.3% | 72.6% |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
IX. Reconciliation with Consolidated Statements of Income (ARS million)
Below is an explanation of the reconciliation of the company’s profit by segment with its Consolidated Statements of Income. The difference lies in the presence of joint ventures included in the segment but not in the Statements of Income.
Total as per segment | Joint ventures* | Expenses and CPF | Elimination of inter-segment transactions | Total as per Statements of Income | |
Revenues | 43,529 | (252) | 10,599 | - | 53,876 |
Costs | (7,782) | 119 | (10,793) | - | (18,456) |
Gross result | 35,747 | (133) | (194) | - | 35,420 |
Result from sales of investment properties | (35,784) | 875 | - | - | (34,909) |
General and administrative expenses | (7,507) | 37 | - | 32 | (7,438) |
Selling expenses | (2,933) | 16 | - | - | (2,917) |
Other operating results, net | (4,812) | (19) | 99 | (32) | (4,764) |
Result from operations | (15,289) | 776 | (95) | - | (14,608) |
Share of loss of associates and joint ventures | 1,925 | (545) | - | - | 1,380 |
Result before financial results and income tax | (13,364) | 231 | (95) | - | (13,228) |
*Includes Puerto Retiro, CYRSA, Nuevo Puerto Santa Fe and Quality (San Martín plot).
X. Financial Debt and Other Indebtedness
The following table describes our total indebtedness as of March 31, 2023:
Description | Currency | Amount (USD MM) (1) | Interest Rate | Maturity |
Bank overdrafts | ARS | 35.0 | Floating | < 360 days |
Series VIII | USD | 10.3 | 10.0% | Nov-23 |
Series XI | USD | 12.8 | 5.0% | Mar-24 |
Series XII | ARS | 47.6 | Floating | Mar-24 |
Series XIII | USD | 29.6 | 3.9% | Aug-24 |
Series XIV | USD | 156.0 | 8.75% | Jun-28 |
Series XV | USD | 61.7 | 8.0% | Mar-25 |
Series XVI | USD | 28.3 | 7.0% | Jul-25 |
IRSA’s Total Debt | USD | 381.3 | ||
Cash & Cash Equivalents + Investments (2) | USD | 185.3 | ||
IRSA’s Net Debt | USD | 196.0 |
(1)
Principal amount in USD (million) at an exchange rate of ARS 209.01/USD, without considering accrued interest or eliminations of balances with subsidiaries.
(2)
Includes Cash and cash equivalents, Investments in Current Financial Assets and related companies notes holding.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
XI. Material and Subsequent Events
January 2023: Note’s issuance
On January 31, 2023, IRSA issued new Notes for a total amount of USD 90.0 million:
●
Series XV (dollar MEP): for USD 61.75 million at a fixed rate of 8.0%, with semi-annual payments. The principal will be paid at maturity on March 25, 2025. The price of issuance was 100.0% of the nominal value.
●
Series XVI (blue chip swap dollar): for USD 28.25 million at a fixed rate of 7.0%, with semi-annual payments. The principal will be paid at maturity on July 25, 2025. The price of issuance was 100.0% of the nominal value. USD 5.07 million were subscribed in cash and USD 23.18 million in kind with Series IX Notes (Nominal Value USD 22.5 million).
The funds will be used to refinance short-term liabilities.
February 2023: Series II Notes Redemption
On February 3, 2023, the Company resolved to early redeem the total outstanding amount of Series II Notes, originally issued by IRSA Propiedades Comerciales S.A., for USD 121 million maturing on March 23, 2023.
The redemption took place on February 3, 2023, in accordance with the terms and conditions detailed in the Offering Memorandum of Series II Notes and the price was 100% of the face value of the Series II Notes, plus accrued and unpaid interest.
February 2023: Series IX Notes Partial Cancellation and Redemption
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 Series IX Notes for an amount of USD 22.5 million, which were originally issued for USD 80.7 million, maturing on March 1, 2023.
The redemption of the remaining USD 58.2 million took place on February 17, 2023, in accordance with the terms and conditions detailed in the Offering Memorandum of Series IX Notes and the price was 100% of the face value of the Series IX Notes, plus accrued and unpaid interest.
February 2023: Warrants Exercise
Between February 17 and 25, 2023, certain warrants holders have exercised their right to acquire additional shares and 226,818 ordinary shares of the Company were registered, with a nominal value of VN ARS 1. As a result of the exercise, USD 93,902.65 were collected by the Company.
After the exercise of these warrants, the number of shares and the capital stock of the Company increased from 810,895,390 to 811,122,208, and the new number of outstanding warrants decreased from 79,939,561 to 79,722,318.
March 2023: “Della Paolera 261” floors sale
On March 1, 2023, the Company sold and transferred two floors of the “261 Della Paolera” tower for a total area of approximately 2,394 sqm and 18 parking spaces located in the building.
The transaction price was set at approximately USD 22.5 million (USD/sqm 9,380), which had already been paid.
After this transaction, IRSA keeps the property of 12 floors of the building with an approximate leasable area of 14,437 sqm, in addition to parking spaces and other complementary spaces.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
March 2023: Building Adjudication
The Company informs that it has purchased, by public auction from the Government of the Autonomous City of Buenos Aires (hereinafter "GCABA"), a property located at Paseo Colón 245, few meters away from the “Casa Rosada”, the National Government headquarters. The Company also acquired 12 parking spaces located at Paseo Colón 275.
The property, with mixed-use potential, has 13 office floors in a covered area of approximately 13,700 sqm and a basement with parking lots. The purchase price was ARS 1,434,793,198, which was fully paid.
As of today, the signing of the deed is pending. Simultaneously with the deed, the Company is required to sign a free lease agreement with the GCABA, 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.
April 2023: Credit Rating update
On April 3, FIX SCR S.A. Risk Rating Agent (affiliate of Fitch Ratings), raised from AA to AA+ the rating of the Company's Notes.
April 2023: General Ordinary and Extraordinary Shareholders’ Meeting
On October 28, 2022, our General Ordinary and Extraordinary Shareholders’ Meeting was held. The following matters. inter alia, were resolved by majority of votes:
●
Capital Stock increase to the sum of ARS 7,363,527,208, through the partial capitalization of the issue premium account and the resulting issuance of 6,552,405,000 to be allocated to the shareholders according to their equity interest.
●
Change of the par value of the shares from ARS 1 to ARS 10.
●
Distribution of a cash dividend for ARS 21,900 million.
On May 5, 2023, the Company distributed among its shareholders the cash dividend in an amount of ARS 21,900,000,000 equivalent to 2,731.3451% of the stock capital, an amount per share of ARS ARS 27.3135 (ARS 1 par value) and an amount per ADR of ARS 273.1345 (Argentine Pesos per ADR).
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
XII. Summarized Comparative Consolidated Balance Sheet
(in ARS million) | 03.31.2023 | 03.31.2022 | 03.31.2021 | 03.31.2020 | 03.31.2019 |
Non-current assets | 517.736 | 545,807 | 613,133 | 1,571,346 | 2,328,766 |
Current assets | 63.797. | 49,846 | 58,280 | 806,272 | 967,670 |
Total assets | 581.533. | 595,653 | 671,413 | 2,377,618 | 3,296,436 |
Capital and reserves attributable to the equity holders of the parent | 297.754. | 240,843 | 215,226 | 129,776 | 303,645 |
Non-controlling interest | 18.407 | 17,148 | 71,320 | 245,891 | 363,136 |
Total shareholders’ equity | 316.161 . | 257,991 | 286,546 | 375,667 | 666,781 |
Non-current liabilities | 220.777 | 286,534 | 290,181 | 1,438,144 | 2,113,192 |
Current liabilities | 44.595 | 51,128 | 94,686 | 563,807 | 516,463 |
Total liabilities | 265.372 | 337,662 | 384,867 | 2,001,951 | 2,629,655 |
Total liabilities and shareholders’ equity | 581.533 . | 595,653 | 671,413 | 2,377,618 | 3,296,436 |
XIII. Summarized Comparative Consolidated Income Statement
(in ARS million) | 03.31.2023 | 03.31.2022 | 03.31.2021 | 03.31.2020 | 03.31.2019 |
Profit from operations | (14,608) | (7,417) | (17,171) | 33,412 | (14,095) |
Share of profit of associates and joint ventures | 1,380 | (1,539) | (6,472) | 1,781 | (6,341) |
Result from operations before financing and taxation | (13,228) | (8,956) | (23,643) | 35,193 | (20,436) |
Financial income | 498 | 590 | 286 | 662 | 3,552 |
Financial cost | (10,014) | (12,993) | (14,673) | (19,897) | (36,301) |
Other financial results | 8,127 | 30,098 | 18,501 | (23,778) | 9,866 |
Inflation adjustment | 10,946 | 2,464 | 631 | 1,163 | (3,753) |
Financial results, net | 9,557 | 20,159 | 4,745 | (41,850) | (26,636) |
Results before income tax | (3,671) | 11,203 | (18,898) | (6,657) | (47,072) |
Income tax | 35,439 | 12,298 | (2,241) | (9,041) | 14,263 |
Result for the period from continued operations | 31,768 | 23,501 | (21,139) | (15,698) | (32,809) |
Result for the period from discontinued operations after taxes | - | - | (25,484) | (3,235) | (27,950) |
Result of the period | 31,768 | 23,501 | (46,623) | (18,933) | (60,759) |
Other comprehensive results for the period | (1,075) | (1,397) | (31,562) | 29,020 | 26,247 |
Total comprehensive result for the period | 30,693 | 22,104 | (78,185) | 10,087 | (34,512) |
Attributable to: | |||||
Equity holders of the parent | 29,689 | 24,091 | (49,019) | (55,736) | (38,318) |
Non-controlling interest | 1,004 | (1,987) | (29,166) | 65,823 | 3,806 |
XIV. Summary Comparative Consolidated Cash Flow
(in ARS million) | 03.31.2023 | 03.31.2022 | 03.31.2021 | 03.31.2020 | 03.31.2019 |
Net cash generated from operating activities | 20,302 | 14,466 | 8,826 | 105,441 | 78,638 |
Net cash generated from investing activities | 21,892 | 19,969 | 187,430 | 73,116 | 47,711 |
Net cash used in financing activities | (48,726) | (27,369) | (130,123) | (297,399) | (81,979) |
Net (decrease) / increase in cash and cash equivalents | (6,532) | 7,066 | 66,133 | (118,842) | 44,370 |
Cash and cash equivalents at beginning of year | 22,251 | 5,514 | 387,612 | 370,813 | 355,945 |
Cash and cash equivalents reclassified to held for sale | - | - | - | (2,700) | (2,857) |
Inflation adjustment | (550) | (423) | (511) | (663) | (731) |
Deconsolidation of subsidiaries | - | - | (415,059) | - | - |
Foreign exchange (loss) / gain on cash and changes in fair value for cash equivalents | (183) | (539) | (25,341) | 7,407 | 14,514 |
Cash and cash equivalents at period-end | 14,986 | 11,618 | 12,834 | 256,015 | 411,241 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
XV. Comparative Ratios
(in ARS million) | 03.31.2023 | 03.31.2022 | 03.31.2021 | 03.31.2020 | 03.31.2019 | |||||
Liquidity | ||||||||||
CURRENT ASSETS | 63,797 | 1.43 | 49,846 | 0.97 | 58,280 | 0.62 | 806,272 | 1.43 | 967,670 | 1.87 |
CURRENT LIABILITIES | 44,595 | 51,128 | 94,686 | 563,807 | 516,463 | |||||
Solvency | ||||||||||
SHAREHOLDERS’ EQUITY | 316,161 | 1.19 | 257,991 | 0.76 | 286,546 | 0.74 | 375,667 | 0.19 | 666,781 | 0.25 |
TOTAL LIABILITIES | 265,372 | 337,662 | 384,867 | 2,001,951 | 2,629,655 | |||||
Capital Assets | ||||||||||
NON-CURRENT ASSETS | 517,736 | 0.89 | 545,807 | 0.92 | 613,133 | 0.91 | 1,571,346 | 0.66 | 2,328,766 | 0.71 |
TOTAL ASSETS | 581,533 | 595,653 | 671,413 | 2,377,618 | 3,296,436 | |||||
Profitability | ||||||||||
RESULT OF THE PERIOD | 31,768 | 0.11 | 23,501 | 0.09 | (46,623) | (0.14) | (18,933) | (0.04) | (60,759) | (0.13) |
AVERAGE SHAREHOLDERS’ EQUITY | 287,076 | 259,794 | 331,107 | 521,224 | 470,685 |
XVI. EBITDA Reconciliation
In this summary report we present EBITDA and Adjusted EBITDA. We define EBITDA as profit for the period excluding: (i) interest income, (ii) interest expense, (iii) income tax expense, and (iv) depreciation and amortization. We define Adjusted EBITDA as EBITDA minus (i) total financial results, net excluding interest expense, net (mainly foreign exchange differences, net gains/losses from derivative financial instruments; gains/losses of financial assets and liabilities at fair value through profit or loss; and other financial results, net) and minus (ii) share of profit of associates and joint ventures and minus (iii) net profit from fair value adjustment of investment properties, not realized.
EBITDA and Adjusted EBITDA are non-IFRS financial measures that do not have standardized meanings prescribed by IFRS. We present EBITDA and adjusted EBITDA because we believe they provide investors supplemental measures of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses EBITDA and Adjusted EBITDA from time to time, among other measures, for internal planning and performance measurement purposes. EBITDA and Adjusted EBITDA should not be construed as an alternative to profit from operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit from operations to EBITDA and Adjusted EBITDA for the periods indicated:
For the nine-month period ended March 31 (in ARS million) | ||
2023 | 2022 | |
Profit for the period | 31,768 | 23,501 |
Interest income | (498) | (590) |
Interest expense | 9,070 | 11,813 |
Income tax | (35,439) | (12,298) |
Depreciation and amortization | 1,183 | 1,180 |
EBITDA (unaudited) | 6,084 | 23,606 |
Net gain / (loss) from fair value adjustment of investment properties | 34,909 | 22,666 |
Realized net gain from fair value adjustment of investment properties | 9,767 | 9,602 |
Share of profit of associates and joint ventures | (1,380) | 1,539 |
Foreign exchange differences net | (4,993) | (21,876) |
Result from derivative financial instruments | (43) | (28) |
Fair value gains of financial assets and liabilities at fair value through profit or loss | (2,940) | (4,872) |
Inflation adjustment | (10,946) | (2,464) |
Other financial costs/income | 793 | (2,142) |
Adjusted EBITDA (unaudited) | 31,251 | 26,031 |
Adjusted EBITDA Margin (unaudited) (1) | 58.01% | 65.47% |
(1) Adjusted EBITDA margin is calculated as Adjusted EBITDA, divided by revenue from sales, rents and services.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
XVII.
NOI Reconciliation
In addition, we present in this summary report Net Operating Income or “NOI”. We define NOI as gross profit from operations, less Selling expenses, plus realized result from fair value adjustments of investment properties, plus Depreciation and amortization.
NOI is a non-IFRS financial measure that does not have a standardized meaning prescribed by IFRS. We present NOI because we believe it provides investors a supplemental measure of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses NOI from time to time, among other measures, for internal planning and performance measurement purposes. NOI should not be construed as an alternative to profitfrom operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. NOI, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit from operations to NOI for the periods indicated:
For the nine-month period ended March 31 (in ARS million) | ||
2023 | 2022 | |
Gross profit | 35,420 | 24,520 |
Selling expenses | (2,917) | (2,755) |
Depreciation and amortization | 1,183 | 1,180 |
Realized result from fair value of investment properties | 9,767 | 9,602 |
NOI (unaudited) | 43,453 | 32,547 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
XVIII.
FFO Reconciliation
We also present in this summary report Adjusted Funds From Operations attributable to the controlling interest (or “Adjusted FFO”), which we define as Total profit for the year or period plus depreciation and amortization of property, plant and equipment, intangible assets and amortization of initial costs of leases minus total net financial results excluding net financial interests, minus unrealized result from fair value adjustments of investment properties minus inflation adjustment plus deferred tax, and less non-controlling interest net of the result for fair value, less the result of participation in associates and joint ventures.
Adjusted FFO is a non-IFRS financial measure that does not have a standardized meaning prescribed by IFRS. Adjusted FFO is not equivalent to our profit for the period as determined under IFRS. Our definition of Adjusted FFO is not consistent and does not comply with the standards established by the White Paper on funds from operations (FFO) approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), as revised in February 2004, or the “White Paper.”
We present Adjusted FFO because we believe it provides investors a supplemental measure of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses Adjusted FFO from time to time, among other measures, for internal planning and performance measurement purposes. Adjusted FFO should not be construed as an alternative to profit from operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. Adjusted FFO, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit from operations to Adjusted FFO for the periods indicated:
For the nine-month period ended March 31 (in ARS million)) | ||
2023 | 2023 | |
Result for the period | 31,768 | 23,501 |
Result from fair value adjustments of investment properties | 34,909 | 22,666 |
Result from fair value adjustments of investment properties, realized | 9,767 | 9,602 |
Depreciation and amortization | 1,183 | 1,180 |
Foreign exchange, net | (4,993) | (21,876) |
Other financial results | 44 | (846) |
Results from derivative financial instruments | (43) | (28) |
Results of financial assets and liabilities at fair value through profit or loss | (2,942) | (4,872) |
Other financial costs | 944 | 1,180 |
Income tax current / deferred(1) | (37,414) | (13,624) |
Non-controlling interest | (1,000) | 1,975 |
Non-controlling interest related to PAMSA’s fair value | (1,646) | (3,696) |
Results of associates and joint ventures | (1,380) | 1,539 |
Inflation adjustment | (10,946) | (2,464) |
Repurchase of non-convertible notes | (195) | (2,476) |
Adjusted FFO | 18,058 | 11,761 |
(1)
Net of the effect of current Income Tax that contains the reversal of an unpaid provision.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of March 31, 2023
XIX. Brief comment on prospects for the Next Quarter
The third quarter of fiscal year 2023 maintained the good operating performance in the rental businesses, mainly shopping centers and hotels, with EBITDA levels higher than the pre-pandemic.
We are very satisfied with the operating results of our segments, and we are optimistic regarding their future evolution. Shopping centers maintain their sales performance and are recovering occupancy levels prior to the pandemic. Regarding the office segment, we continue to have great interest from clients and tenants to rent and/or buy our buildings or premium floors. The hotel sector has been observing high income and occupancy levels and we expect it to continue to evolve favorably given the increase in domestic and international tourism and the recovery of the conventions and corporate events segment.
Regarding the sales and development segment, we will continue to analyze real estate acquisition and sale opportunities while evaluating the best time to launch the mixed-use developments that the company has in its portfolio on its extensive land reserve. Regarding our largest development, Costa Urbana, we will continue to make progress in 2023 in the definition of the project, the presentations, and municipal administrative procedures to be able to comply with the agreed considerations and have the permits to carry out, in stages, the infrastructure works on the property, in accordance with the Urban Development Agreement approved by Law.
During fiscal year 2023, we´ll continue working on the reduction and efficiency of the cost structure, while we´ll continue evaluating 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, such as public and/or private disposal of assets that may include real estate as well as negotiable securities owned by the Company, issuance of negotiable bonds, repurchase of own shares, among other useful instruments for the proposed objectives.
Looking to the future, we will continue to innovate in the development of unique real estate projects, betting on the integration of commercial and residential spaces, offering our clients a mix of attractive products and services, meeting places and a memorable experience, with the aim to achieve an increasingly modern and sustainable portfolio. Although the current economic context and the political agenda for the current electoral year generate uncertainty, we are confident in the quality of our portfolio and the ability of our management to carry out the business successfully.
Eduardo S. Elsztain
Chairman
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