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CRESUD INC — Interim / Quarterly Report 2013
Jun 3, 2013
32667_ffr_2013-06-03_d42f9ae4-533a-4116-992d-74cfe7a807a3.zip
Interim / Quarterly Report
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6-K 1 form6k.htm CRESUD RESULTS 3Q13 form6k.htm Licensed to: IRSA Document Created using EDGARizer 2020 5.4.3.1 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2013
Cresud Sociedad Anónima, Comercial, Inmobiliaria,
Financiera y Agropecuaria
(Exact name of Registrant as specified in its charter)
Cresud Inc.
(Translation of registrant´s name into English)
Republic of Argentina
(Jurisdiction of incorporation or organization)
Moreno 877
(C1091AAQ)
Buenos Aires, Argentina
( Address of principal executive offices)
Form 20-F x Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Financial Statements as of March 31, 2013 and for the nine-month periods ended March 31, 2013 and 2012
Legal Information
Denomination: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Fiscal year N°: 80
Legal address: Moreno 877, 23rd floor – Ciudad Autónoma de Buenos Aires, Argentina
Company activity: Real state, agricultural, commercial and financial activities
Date of registration of the By-laws in the Public Registry of Commerce: February 19, 1937
Date of registration of last amendment of the by-laws in the Public Registry of Commerce: July 28, 2008
Expiration of Company charter: June 6, 2082
Common Stock subscribed, issued and paid up: 501,562,730 common shares.
Majority shareholder’s: Inversiones Financieras del Sur S.A.
Legal address: Road 8, km 17,500, Zonamérica Building 1, store 106, Montevideo, Uruguay
Parent company Activity: Investment
Capital stock: 189,051,574 common shares
| Type of stock | CAPITAL STATUS | |
|---|---|---|
| Authorized to be offered publicly (Shares) | Subscribed, Issued and Paid-in (Ps.) | |
| Ordinary certified shares of Ps. 1 face value and 1 vote each | 501,562,730 | 501,562,730 |
1
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Financial Position
as of March 31, 2013, June 30, 2012 and July 1, 2011
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | ||||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Non-Current Assets | ||||||
| Investment properties | 10 | 4,177,348 | 3,463,941 | 3,553,647 | ||
| Property, plant and equipment | 11 | 1,895,329 | 1,872,920 | 1,976,970 | ||
| Trading properties | 12 | 189,708 | 170,472 | 158,019 | ||
| Intangible assets | 13 | 123,211 | 75,077 | 80,457 | ||
| Biological assets | 14 | 299,166 | 278,208 | 325,864 | ||
| Investments in associates and joint ventures | 8, 9 | 1,484,146 | 1,500,560 | 1,438,855 | ||
| Deferred income tax assets | 24 | 133,840 | 80,674 | 23,914 | ||
| Restricted assets | 4, 23 | 44,442 | - | - | ||
| Trade and other receivables | 16 | 466,058 | 454,061 | 360,641 | ||
| Investment in financial assets | 17 | 618,291 | 626,683 | 426,152 | ||
| Derivative financial instruments | 18 | 25,116 | 18,434 | 60,442 | ||
| Total Non-Current Assets | 9,456,655 | 8,541,030 | 8,404,961 | |||
| Current Assets | ||||||
| Trading properties | 12 | 11,206 | 10,529 | 28,443 | ||
| Biological assets | 14 | 393,392 | 85,251 | 107,239 | ||
| Inventories | 15 | 172,818 | 253,447 | 371,268 | ||
| Restricted assets | 4 | 1,136 | - | - | ||
| Trade and other receivables | 16 | 964,913 | 888,064 | 755,542 | ||
| Investment in financial assets | 17 | 483,281 | 72,069 | 62,465 | ||
| Derivative financial instruments | 18 | 39,249 | 2,578 | 18,966 | ||
| Cash and cash equivalents | 19 | 640,502 | 471,922 | 694,552 | ||
| Total Current Assets | 2,706,497 | 1,783,860 | 2,038,475 | |||
| TOTAL ASSETS | 12,163,152 | 10,324,890 | 10,443,436 | |||
| SHAREHOLDERS EQUITY | ||||||
| Capital and reserves attributable to equity holders of the parent | ||||||
| Share capital | 496,562 | 496,562 | 496,562 | |||
| Treasury stock | 5,001 | 5,001 | 5,001 | |||
| Inflation adjustment of share capital and treasury stock | 65,425 | 166,218 | 166,218 | |||
| Share premium | 773,079 | 773,079 | 773,079 | |||
| Share warrants | 106,264 | 106,263 | 106,263 | |||
| Cumulative translation adjustment | 12,693 | (81,939 | ) | - | ||
| Changes in non-controlling interest | (17,880 | ) | (9,596 | ) | - | |
| Equity-settled compensation | 10,785 | 4,540 | 1,012 | |||
| Legal reserve | 46,835 | 42,922 | 32,293 | |||
| Other reserves | 337,065 | 389,202 | 320,064 | |||
| Retained earnings | 780,504 | 666,611 | 829,207 | |||
| Equity attributable to equity holders of the parent | 2,616,333 | 2,558,863 | 2,729,699 | |||
| Non-controlling interest | 2,393,296 | 2,132,648 | 2,480,379 | |||
| TOTAL SHAREHOLDERS EQUITY | 5,009,629 | 4,691,511 | 5,210,078 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
2
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Financial Position (Continued)
as of March 31, 2013, June 30, 2012 and July 1, 2011
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| LIABILITIES | ||||
| Non-Current Liabilities | ||||
| Trade and other payables | 20 | 206,014 | 168,860 | 155,726 |
| Borrowings | 23 | 3,817,753 | 2,770,087 | 2,056,244 |
| Deferred income tax liabilities | 24 | 544,525 | 630,011 | 769,941 |
| Derivative financial instruments | 18 | 216 | 22,859 | - |
| Payroll and social security liabilities | 21 | 737 | 783 | 635 |
| Provisions | 22 | 56,443 | 22,553 | 14,939 |
| Total Non-Current Liabilities | 4,625,688 | 3,615,153 | 2,997,485 | |
| Current Liabilities | ||||
| Trade and other payables | 20 | 917,678 | 596,542 | 588,311 |
| Income tax liabilities | 76,302 | 108,190 | 72,606 | |
| Payroll and social security liabilities | 21 | 90,344 | 103,919 | 81,085 |
| Borrowings | 23 | 1,410,298 | 1,187,082 | 1,479,803 |
| Derivative financial instruments | 18 | 18,359 | 18,558 | 8,353 |
| Provisions | 22 | 14,854 | 3,935 | 5,715 |
| Total Current Liabilities | 2,527,835 | 2,018,226 | 2,235,873 | |
| TOTAL LIABILITIES | 7,153,523 | 5,633,379 | 5,233,358 | |
| TOTAL SHAREHOLDERS EQUITY AND LIABILITIES | 12,163,152 | 10,324,890 | 10,443,436 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
3
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Comprehensive Income
for the nine and three-month periods beginning on July 1, 2012 and 2011
and January 1, 2013 and 2012, respectively and ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | Nine months — 2013 | 2012 | 2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | 26 | 2,349,857 | 2,032,320 | 738,666 | 577,315 | ||||
| Costs | 27 | (2,125,924 | ) | (1,667,977 | ) | (697,796 | ) | (524,703 | ) |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 733,526 | 462,641 | 274,097 | 225,825 | |||||
| Changes in net realizable value of agricultural produce after harvest | 7,044 | (13,311 | ) | 233 | (2,049 | ) | |||
| Gross Profit | 964,503 | 813,673 | 315,200 | 276,388 | |||||
| Gain from disposal of investment properties | 61,475 | 42,737 | 7,797 | 18,010 | |||||
| Gain from disposal of farmlands | 53,988 | 27,762 | - | - | |||||
| General and administrative expenses | 28 | (250,741 | ) | (219,649 | ) | (76,024 | ) | (75,198 | ) |
| Selling expenses | 28 | (172,289 | ) | (130,423 | ) | (48,610 | ) | (43,961 | ) |
| Management fees | (9,388 | ) | (7,458 | ) | (2,637 | ) | (2,846 | ) | |
| Other operating results | 30 | 105,686 | (28,826 | ) | 584 | (38,606 | ) | ||
| Profit from operations | 753,234 | 497,816 | 196,310 | 133,787 | |||||
| Share of profit / (loss) of associates and joint ventures | 8, 9 | 14,721 | 12,260 | 2,175 | 2,194 | ||||
| Profit from operations before financing and taxation | 767,955 | 510,076 | 198,485 | 135,981 | |||||
| Finance income | 31 | 365,323 | 174,444 | 181,259 | 88,064 | ||||
| Finance cost | 31 | (845,478 | ) | (549,780 | ) | (297,992 | ) | (135,266 | ) |
| Financial results, net | 31 | (480,155 | ) | (375,336 | ) | (116,733 | ) | (47,202 | ) |
| Profit before income tax | 287,800 | 134,740 | 81,752 | 88,779 | |||||
| Income tax expense | 24 | (24,606 | ) | (41,581 | ) | 4,724 | (18,941 | ) | |
| Profit for the period | 263,194 | 93,159 | 86,476 | 69,838 | |||||
| Attributable to: | |||||||||
| Equity holders of the parent | 84,491 | 3,117 | 23,731 | 23,828 | |||||
| Non-controlling interest | 178,703 | 90,042 | 62,745 | 46,010 | |||||
| Profit per share attributable to equity holders of the parent during the period: | |||||||||
| Basic | 0.17 | 0.01 | 0.05 | 0.05 | |||||
| Diluted | 0.15 | 0.01 | 0.04 | 0.04 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
4
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Comprehensive Income
for the nine and three-month periods beginning on July 1, 2012 and 2011
and January 1, 2013 and 2012, respectively and ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| 2013 | 2012 | 2013 | 2012 | ||
|---|---|---|---|---|---|
| Profit for the period | 263,194 | 93,159 | 86,476 | 69,838 | |
| Other comprehensive income: | |||||
| Items that may be reclassified subsequently to profit or loss: | |||||
| Currency translation adjustment from subsidiaries, associates and joint ventures | 224,082 | (136,051 | ) | 102,085 | 52,217 |
| Other comprehensive income / (Loss) for the period (i) | 224,082 | (136,051 | ) | 102,085 | 52,217 |
| Total comprehensive income / (Loss) for the period | 487,276 | (42,892 | ) | 188,561 | 122,055 |
| Attributable to: | |||||
| Equity holders of the parent | 187,454 | (39,207 | ) | 70,147 | 53,503 |
| Non-controlling interest | 299,822 | (3,685 | ) | 118,414 | 68,552 |
(i) Components of other comprehensive income have no impact on income tax.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
5
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the nine-month periods ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Balance at July 1, 2012 | 496,562 | 5,001 | 166,218 | 773,079 | 106,263 | 1,547,123 | (9,596 | ) | (81,939 | ) | 4,540 | 42,922 | 389,202 | 666,611 | 2,558,863 | 2,132,648 | 4,691,511 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit for the period | - | - | - | - | - | - | - | - | - | - | 84,491 | 84,491 | 178,703 | 263,194 | ||||||||||
| Others comprehensive income for the period | - | - | - | - | - | - | 102,963 | - | - | - | - | 102,963 | 121,119 | 224,082 | ||||||||||
| Total comprehensive income for the period | - | - | - | - | - | - | 102,963 | - | - | - | 84,491 | 187,454 | 299,822 | 487,276 | ||||||||||
| Regular Shareholders Meeting held on 10/31/12: | ||||||||||||||||||||||||
| - Legal reserve | - | - | - | - | - | - | - | - | - | 3,913 | (3,913 | ) | - | - | - | |||||||||
| - Other reserves | - | - | - | - | - | - | - | - | - | - | (52,137 | ) | 52,137 | - | - | - | ||||||||
| - Appropriation of retained earnings | - | - | (100,793 | ) | - | - | (100,793 | ) | - | - | - | - | - | 100,793 | - | - | - | |||||||
| - Cash dividends | - | - | - | - | - | - | - | - | - | - | - | (120,000 | ) | (120,000 | ) | (79,583 | ) | (199,583 | ) | |||||
| Acquisition of non-controlling interest | - | - | - | - | - | - | (8,284 | ) | - | - | - | - | - | (8,284 | ) | (28,009 | ) | (36,295 | ) | |||||
| Acquisition of interest in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | - | 102,723 | 102,723 | |||||||||
| Equity-settled compensation | - | - | - | - | - | - | - | - | 6,245 | - | - | - | 6,245 | 3,475 | 9,720 | |||||||||
| Exercise of warrants | - | - | - | - | 1 | 1 | - | - | - | - | - | - | 1 | - | 1 | |||||||||
| Reimbursement of expired dividends | - | - | - | - | - | - | - | - | - | - | - | 385 | 385 | 240 | 625 | |||||||||
| Cumulative translation adjustment for interest held before business combination | - | - | - | - | - | - | - | (8,331 | ) | - | - | - | - | (8,331 | ) | (4,584 | ) | (12,915 | ) | |||||
| Capital contribution of non-controlling interest | - | - | - | - | - | - | - | - | - | - | - | - | - | 6,092 | 6,092 | |||||||||
| Conversion of notes | - | - | - | - | - | - | - | - | - | - | - | - | - | 126 | 126 | |||||||||
| Capital distribution | - | - | - | - | - | - | - | - | - | - | - | - | (39,654 | ) | (39,654 | ) | ||||||||
| Balance at March 31, 2013 | 496,562 | 5,001 | 65,425 | 773,079 | 106,264 | 1,446,331 | (17,880 | ) | 12,693 | 10,785 | 46,835 | 337,065 | 780,504 | 2,616,333 | 2,393,296 | 5,009,629 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
6
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
for the nine-month periods ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Balance at July 1, 2011 | 496,562 | 5,001 | 166,218 | 773,079 | 106,263 | 1,547,123 | - | - | 1,012 | 32,293 | 320,064 | 829,207 | 2,729,699 | 2,480,379 | 5,210,078 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loss (Gain) for the period | - | - | - | - | - | - | - | - | - | - | - | 3,117 | 3,117 | 90,042 | 93,159 | ||||||
| Others comprehensive loss for the period | - | - | - | - | - | - | - | (42,324 | ) | - | - | - | - | (42,324 | ) | (93,727 | ) | (136,051 | ) | ||
| Total comprehensive (loss) / income for the period | - | - | - | - | - | - | - | (42,324 | ) | - | - | - | 3,117 | (39,207 | ) | (3,685 | ) | (42,892 | ) | ||
| Acquisition of interest in subsidiaries | - | - | - | - | - | - | (16,840 | ) | - | - | - | - | - | (16,840 | ) | (154,162 | ) | (171,002 | ) | ||
| Distribution of dividends of subsidiaries | - | - | - | - | - | - | - | - | - | - | - | (63,800 | ) | (63,800 | ) | (78,568 | ) | (142,368 | ) | ||
| Reimbursement expired dividends | - | - | - | - | - | - | - | - | - | - | - | 2,301 | 2,301 | 169 | 2,470 | ||||||
| Equity-settled compensation | - | - | - | - | - | - | - | - | 3,509 | - | - | - | 3,509 | 1,089 | 4,598 | ||||||
| Legal Reserve | - | - | - | - | - | - | - | - | - | 10,629 | - | (10,629 | ) | - | - | - | |||||
| Reserve for new developments | - | - | - | - | - | - | - | - | - | - | 69,138 | (69,138 | ) | - | - | - | |||||
| Capital contribution of non-controlling interest | - | - | - | - | - | - | - | - | - | - | - | - | - | 63,086 | 63,086 | ||||||
| Balance at March 31, 2012 | 496,562 | 5,001 | 166,218 | 773,079 | 106,263 | 1,547,123 | (16,840 | ) | (42,324 | ) | 4,521 | 42,922 | 389,202 | 691,058 | 2,615,662 | 2,308,308 | 4,923,970 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
7
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Consolidated Statements of Cash Flows
for the nine-month periods ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | |||||
|---|---|---|---|---|---|
| Operating activities: | |||||
| Cash generated from operations | 19 | 649,210 | 620,222 | ||
| Income tax paid | (193,345 | ) | (133,284 | ) | |
| Net cash generated from operating activities | 455,865 | 486,938 | |||
| Investing activities: | |||||
| Acquisition of subsidiaries, net of cash acquired | (117,874 | ) | (6,378 | ) | |
| Acquisition of associates and joint ventures | (32,024 | ) | (157,089 | ) | |
| Capital contribution to associates and joint ventures | (39,925 | ) | - | ||
| Purchases of investment properties | (159,010 | ) | (42,709 | ) | |
| Proceeds from sale of investment properties | 93,836 | 52,827 | |||
| Purchases of property, plant and equipment | (90,899 | ) | (126,682 | ) | |
| Suppliers advances | (39,554 | ) | (9,130 | ) | |
| Proceeds from sale of property, plant and equipment | 5,703 | - | |||
| Proceeds from sale of farmlands | 175,800 | 29,409 | |||
| Purchases of intangible assets | (1,184 | ) | (1,363 | ) | |
| Purchases of Investment in financial assets | (629,823 | ) | (78,422 | ) | |
| Proceeds from disposals of Investment in financial assets | 437,662 | - | |||
| Loans granted to associates and joint ventures | (19,058 | ) | (30,550 | ) | |
| Loans repayments received from associates and joint ventures | 831 | 12,603 | |||
| Interest received …………………………… | 5,300 | - | |||
| Dividends received | 52,662 | 8,767 | |||
| Net cash used in investing activities | (357,557 | ) | (348,717 | ) | |
| Financing activities: | |||||
| Proceeds from issuance of non-convertible bonds, net of expenses | 634,597 | 541,904 | |||
| Payment of non-convertible bonds net | (223,197 | ) | (82,712 | ) | |
| Borrowings | 662,179 | 425,421 | |||
| Repayments of borrowings | (555,537 | ) | (599,252 | ) | |
| Borrowings from associates and joint ventures | 59,147 | - | |||
| Payments of borrowings from associates and joint ventures | - | (14,805 | ) | ||
| Proceeds from warrants | 1 | - | |||
| Payment of seller financing | (17,919 | ) | (84,594 | ) | |
| Acquisition of non-controlling interest in subsidiaries | (36,301 | ) | (144,847 | ) | |
| Payments of purchase of non-controlling interest | (4,460 | ) | - | ||
| Dividend paid | (117,099 | ) | (151,128 | ) | |
| Reimbursement of dividends | - | 6,937 | |||
| Contributions from non-controlling interest | 6,092 | 71,453 | |||
| Capital reduction of subsidiaries | (39,654 | ) | - | ||
| Interest paid | (304,210 | ) | (268,900 | ) | |
| Net cash generated from (used in) financing activities | 63,639 | (300,523 | ) | ||
| Net increase (decrease) in cash and cash equivalents | 161,947 | (162,302 | ) | ||
| Cash and cash equivalents at beginning of period | 19 | 471,922 | 694,552 | ||
| Foreign exchange gain on cash and cash equivalents | 6,633 | (19,137 | ) | ||
| Cash and cash equivalents at end of period | 640,502 | 513,113 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
8
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- General information
1.1 The Group’s business and general information
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud” or the “Company”) was founded in 1936 as a subsidiary of Credit Foncier, a Belgian company primarily engaged in providing rural and urban loans in Argentina and administering real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, the shares of Cresud were distributed to Credit Foncier’s shareholders. From the 1960s through the end of the 1970s, the business of Cresud shifted exclusively to agricultural activities.
In 2002, Cresud acquired a 19.85% interest in IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”), a real estate company related to certain shareholders of Cresud. In 2009, Cresud increased its ownership percentage in IRSA to 55.64% and IRSA became Cresud’s principal subsidiary.
Cresud and its subsidiaries are collectively referred to hereinafter as the Group. See Note 1.3 of Exhibit I included in the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2012 and 2011 for a description of the Group’s companies.
As of March 31, 2013, the Group operates in two major lines of business: (i) Agricultural business, (ii) Investment and Development Properties business. See Note 6 of Exhibit I included in the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2012 and 2011 for a description of the Group’s segments.
The Group’s Agricultural business operations are comprised of crop production, cattle feeding, raising and fattening, milk production, sugarcane production and brokerage activities. The Group’s Agro-industrial business operations are conducted through its subsidiary, Cactus Argentina S.A., and are engaged in cattle feeding services in specialized feedlots primarily for third parties. Feedlots provide accommodation, health care and animal feeding services based on specialized diets. Cactus also uses the feedlot to finish own cattle prior to slaughter in owned slaughtering houses. The Group currently has agricultural operations and investments in Argentina, Brazil, Uruguay, Paraguay and Bolivia.
The business line known as urban property and investments also includes the Group’s financial transactions. The Group’s Investment and Development Properties business operations are conducted primarily through its subsidiary IRSA and IRSA’s principal subsidiary, Alto Palermo S.A. (“APSA”). Through APSA, the Group primarily owns, manages and develops shopping centers across Argentina. APSA has also a direct 20% stake in a credit card company. Through IRSA, the Group primarily owns, manages and develops a portfolio of office and other rental properties in Buenos Aires, the capital of Argentina. Through IRSA or APSA, the Group also develops residential properties for sale. The Group, through IRSA, is also involved in the operation of branded hotels. The Group uses the term “real estate” indistinctively in these consolidated financial statements to denote investment, development and/or trading properties activities.
9
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- General information (Continued)
In 2009, IRSA entered into the US real estate market, mainly through the acquisition of non-controlling interests in US assets, primarily office properties and hotel investments.
The Group’s financial transactions and transactions in other businesses are carried out mainly through its subsidiary IRSA and through APSA, which is IRSA’s main subsidiary. IRSA has also a 29.77% interest (without considering treasury shares) in Banco Hipotecario S.A. (“BHSA”). BHSA is a commercial bank offering a wide variety of banking activities and related financial services to individuals, small and medium-sized companies and large corporations, including the provision of mortgaged loans. BHSA’s shares are listed on the Buenos Aires Stock Exchange. Additionally, APSA holds a participating interest of 20% in Tarshop S.A. (“Tarshop”), whose main business comprises extending loans and credit cards.
Cresud’s and APSA’s shares are listed and traded on both the Buenos Aires Stock Exchange (“BASE”) and the National Association of Securities Dealers Automated Quotation (“NASDAQ”). IRSA´s shares are listed and traded on both the BASE and the New York Stock Exchange (“NYSE”).
Cresud is the ultimate parent company and is a corporation incorporated and domiciled in the Republic of Argentina. The address of its registered office is Moreno 877, 23rd Floor, Buenos Aires, Argentina.
These consolidated financial statements have been approved for issue by the Board of Directors on May 17, 2013.
- Basis of preparation and adoption of international financial reporting standards (“IFRS”)
2.1. Basis of preparation and transition to IFRS
The National Securities Commission, (“CNV”, as per its Spanish acronym), through General Resolutions No. 562/9 and 576/10, has provided for the application of Technical Resolutions No. 26 and 29 of the Argentine Federation of Professional Councils of Economic Sciences (“F.A.C.P.C.E.”, as per its Spanish acronym), which adopt the International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standards Board (“IASB”), for companies subject to the public offering regime ruled by Law 17,811, due to the listing of their shares or corporate notes, and for entities that have applied for authorization to be listed under the mentioned regime.
The Group is required to adopt IFRS as from the fiscal year beginning July 1, 2012, being the current financial statements the first interim financial statements for a nine-month periods prepared under IFRS. Consequently, The Group’s transition date for the adoption of IFRS is July 1, 2011. This transition date has been selected in accordance with IFRS 1, “First-time adoption of International Financial Reporting Standards”.
10
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
The Unaudited Condensed Interim Consolidated Financial Statements of the Group for the nine-month periods ended March 31, 2013 and 2012 have been prepared in accordance with IAS 34 “Interim Financial Reporting” and IAS 1 “First-time Adoption of International Financial Reporting Standards”. The Unaudited Condensed Interim Consolidated Financial Statements have been prepared in accordance with the accounting policies that the Group expects to adopt in its annual consolidated financial statements as of June 30, 2013. The accounting policies are based on IFRSs issued by the IASB and the interpretations issued by the IFRS Interpretation Committee that the Group expects to become applicable on such date.
The consolidated financial statements of the Group were prepared in accordance with the Argentine accounting standards (Argentine GAAP) in force, which differ from IFRS in some areas. To prepare these Condensed Interim Consolidated Financial Statements, the Management of the Company has modified certain valuation and presentation accounting policies that were previously applied under Argentine accounting standards in order to comply with the IFRS.
Comparative figures and the corresponding as of the transition date (July 1, 2011) have been modified to reflect such adjustments. The notes below include a reconciliation of shareholders’ equity figures of consolidated financial statements prepared in accordance with the Argentine GAPP on the transition date (July 1, 2011), on the adoption date (June 30, 2012) and on the closing date of the comparative period (March 31, 2012) and the statement of income and other comprehensive income figures for the fiscal year ended as of June 30, 2012 and for the nine-month period ended as of March 31, 2012, and those presented in accordance with the IFRS in these condensed consolidated interim financial statements, as well as the effects of the adjustments to cash flow.
These Unaudited Condensed Interim Consolidated Financial Statements should be read together with the annual financial statements of the Group as of June 30, 2012 prepared in accordance with Argentine GAAP in force. The Unaudited Condensed Interim Consolidated Financial Statement as of September 30, 2012, includes an Exhibit (“Exhibit I”) which presents additional information as of June 30, 2012 and July 1, 2011 under the IFRS which is considered necessary to understand these Condensed Interim Consolidated Financial Statements. Therefore, these Unaudited Condensed Interim Consolidated Financial Statements should be read together with the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2012. Figures corresponding to Statement of Financial Position, Statement of Income, Statement of Changes in Shareholders’ Equity and Statement of Cash Flow under the IFRS for the fiscal year ended as of June 30, 2012 for the nine and three month ended as of March 31, 2012, and figures corresponding to Statement of Financial Position as of July 1, 2011 are detailed in Note 2.4 of the following Unaudited Condensed Interim Separate Financial Statements. These Unaudited Condensed Interim Separate Financial Statements are expressed in thousands of Argentine Pesos.
11
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
The Condensed Interim Consolidated Financial Statements corresponding to the nine-month periods ended as of March 31, 2013 and 2012 have not been audited. The management believes they include all necessary settlements to fairly present the results of each period. Results for the nine-month periods ended as of March 31, 2013 and 2012 do not necessarily reflect proportionally the Group’s results for the complete fiscal years.
The format of the primary financial statements under Argentine GAAP is governed by Technical Resolutions 8 and 9 of the Argentine Federation of Professional Councils of Economic Science (as per its Spanish acronym “FACPCE”) and Resolutions of the CNV. IAS 1 “Presentation of Financial Statements” requires certain disclosures to be made on the face of the primary statements and other required disclosures may be made in the notes or on the face of the financial statements, unless another standard specifies otherwise. The transition to IFRS has resulted in the Group changing the format of its statement of income, statement of financial position and statement of cash flows, as well as the disclosure of certain line items not prescribed by Argentine GAAP.
2.2. IFRS optional exemptions
As a general rule, the Group is required to establish its IFRS accounting policies for the year ended as of June 30, 2013 and apply these retrospectively. However, advantage has been taken of certain exemptions afforded by IFRS 1 “First-time adoption of International Financial Reporting Standards” as further described below:
Exemption for business combinations
IFRS 1 provides the option to apply IFRS 3 “Business combinations” prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Group elected to apply IFRS 3 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.
The business combination exemption applies equally to acquisitions of investments in associates or joint ventures. The Group elected not to restate the acquisitions of investments in associates or joint ventures prior to transition date.
Exemption for deemed cost
IFRS 1 allows previous GAAP revaluations to be used as deemed cost under IFRS if those valuations were, at the time of the valuation, equivalent to fair value or depreciated cost adjusted to reflect changes in a price index. The Group elected to measure certain items of property, plant and equipment and investment property at price-adjusted values as at July 1, 2011.
12
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
In addition, IFRS 1 allows the carrying values of the assets and liabilities immediately following a business combination to be deemed cost for any cost-based measurement going forward from the date of the combination. The Group adopted a cost-based policy for all of its assets. As such, the Group used the previous fair values recognized in past business combinations (not restated as per the business combination exemption above) for certain items of investment property and property, plant and equipment (primarily shopping centers, and office buildings) as deemed cost at the date of transition. All depreciation methods were already in compliance with those required by IAS 16 “Property, plant and equipment”.
Exemption for cumulative translation/differences
IFRS 1 allows cumulative translation differences to be reset to zero on the transition date. This provides relief from determining accumulated exchange differences in accordance with IAS 21 “The effects of changes in foreign exchange rates”, from the moment a subsidiary or equity method investee was formed or acquired. The Group chose to reset all cumulative translation/differences to zero on the transition date.
Exemption for compound financial instruments
IFRS 1 provides that if the liability component of a financial instrument is no longer outstanding at the date of transition to IFRS, first-time adopters do not have to separate it from the equity component. The Group elected not to restate convertible debt instruments that were not outstanding at the date of transition.
Exemption for borrowing costs
IFRS 1 has been amended to permit first-time adopters not to restate borrowing costs capitalized at transition date under previous GAAP. The Group elected to apply the provisions of IAS 23 “Borrowing costs” prospectively from the date of transition.
13
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
Exemption for assets and liabilities of subsidiaries
In accordance with IFRS 1, if a parent company adopts IFRS subsequent to its subsidiary, associate or joint venture adopting IFRS, the assets and liabilities of the subsidiary, associate or joint venture are to be included in the consolidated financial statements at the same carrying amounts as in the financial statements of the subsidiary, associate or joint venture, adjusted to reflect changes for the Group’s accounting policies upon consolidation, as applicable. The Group’s associates, Tarshop S.A. and Banco Hipotecario S.A., adopted IFRS in the fiscal year ended March 31, 2013. The Group´s joint venture, Cresca, adopted the IFRSs for the fiscal year ended March 31, 2013.
Exemption for share-based payments
IFRS 2 – “Share Based Payments” applies to situations where an entity grants shares or share options to employees or to other parties providing goods and services and requires these payments to be recognized as an expense in the entity’s financial statements. A first time adopter is encouraged to apply IFRS 2 retrospectively. However, an entity may elect not to retrospectively apply IFRS 2 to equity instruments (equity settled transactions) granted on or before November 7, 2002. Similarly, while IFRS 1 encourages a first time adopter to apply IFRS 2 to equity instruments that were granted after November 7, 2002 and that vested before the later of (i) the date of transition and (ii) January 1, 2005, an entity may elect not to retrospectively apply IFRS 2 to these equity instruments. However, a first time adopter can only elect to retrospectively apply IFRS 2 to such equity instruments if it had previously disclosed publicly the fair value of those equity instruments, determined at the measurement date.
Based on this exemption, the Group did not apply IFRS 2 to equity instruments granted after November 7, 2002 and vested prior to transition date, i.e. July 1, 2011, as the fair value of those equity instruments had not been publicly disclosed.
The Group has not used other optional exemptions of IFRS 1.
2.3. IFRS mandatory exceptions
Set out below are the applicable mandatory exceptions in IFRS 1 applied in the transition from Argentine GAAP to IFRS:
14
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
Exception for estimates
IFRS estimates as at July 1, 2011 are consistent with the estimates as at the same date made in conformity with Argentine GAAP. Therefore the estimates made by the Group under previous GAAP were not revised for application of IFRS except where necessary to reflect any difference in accounting policies.
Exception for non-controlling interests
IFRS 1 establishes that an entity must apply the requirements in IFRS 10 “Consolidated financial statements” for accounting for changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control prospectively. Under previous GAAP, the Group accounted for acquisitions of non-controlling interests that did not result in change of control as business combinations. Furthermore, under Argentine GAAP, the Group accounted for disposals of non-controlling interests based on its carrying value at the date of disposal, recognizing any difference between the carrying value of the non-controlling interest and the consideration received in the statement of income. The Group did not restate these acquisitions prior to transition date.
IFRS 1 establishes that an entity must apply the requirements in IFRS 10 for accounting for a loss of control over a subsidiary prospectively. Under Argentine GAAP, the Group recognized any non-controlling equity investment retained under the equity method at the date control was lost.
The other compulsory exceptions of IFRS 1 have not been applied, as these are not relevant to the Group.
2.4. Reconciliations of Argentine GAAP to IFRS
In accordance with the requirements of Technical Resolution No. 26 and No. 29 of FACPCE., set out below are the reconciliations of shareholders’ equity from Argentine GAAP to IFRS as of June 30, 2012, March 31, 2012 and July 1, 2011, and the reconciliations of income, comprehensive income and cash flows for the year ended as of June 30, 2012 and for the nine-month period ended March 31, 2012. The reconciliations included below were prepared based on the IFRS standards that are estimated to be applicable for the Group for the financial statements as of and for the year ended June 30, 2013. The items and amounts in the reconciliations included below are subject to change and should only be deemed final when the consolidated financial statements prepared under IFRS for the first time as of and for the year ended June 30, 2013 are issued.
15
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
The items and amounts included in the reconciliations could be modified to the extent that, when preparing financial statements as of and for the year ended June 30, 2013, applicable standards are different.
The first reconciliation provides an overview of the impact on equity of the transition at July 1, 2011, at March 31, 2012 and June 30, 2012 (Note 2.4.1). The second reconciliation provides an overview of the impact on income for the nine-month period ended as of March 31, 2012 and for the fiscal year ended as of June 30, 2012 (Note 2.4.2). The third reconciliation provides an overview of the impact on comprehensive income for the nine-month period ended as of March 31, 2012 and for the fiscal year ended as of June 30, 2012 (Note 2.4.3).
2.4.1. Summary of equity
| Total shareholders’ equity under Argentine GAAP attributable to CRESUD | 2,101,681 | 2,078,351 | 2,063,281 | ||||
|---|---|---|---|---|---|---|---|
| Revenue recognition – “scheduled rent increases” | (a) | 51,991 | 71,857 | 78,479 | |||
| Revenue recognition – “commissions” | (b) | (35,447 | ) | (42,306 | ) | (44,446 | ) |
| Biological assets and agriculture produce at the point of harvest | (c) | 58,727 | 29,849 | 38,517 | |||
| Inventories | (d) | (6,745 | ) | (5,095 | ) | (5,378 | ) |
| Trading properties | (e) | (29,315 | ) | (17,542 | ) | (18,946 | ) |
| Pre-operating and organization expenses | (f) | (22,771 | ) | (18,828 | ) | (22,767 | ) |
| Goodwill | (g) | 770,752 | 724,384 | 709,368 | |||
| Non-current investments – financial assets | (h) | 151,411 | 156,525 | 138,204 | |||
| Initial direct costs of operating leases | (i) | 698 | 979 | 946 | |||
| Tenant deposits | (j) | 114 | 259 | 329 | |||
| Commodity linked debt | (k) | 97 | (118 | ) | 72 | ||
| Impairment of financial assets | (l) | (2,088 | ) | (1,378 | ) | (519 | ) |
| Present value accounting - tax credits | (m) | 14,644 | 9,136 | 10,931 | |||
| Investments in associates | (n) | (56,224 | ) | (152,859 | ) | (151,873 | ) |
| Investments in joint ventures | (o) | (16,496 | ) | (11,138 | ) | (11,271 | ) |
| Acquisition of non-controlling interest | (p) | - | (12,263 | ) | (46,320 | ) | |
| Amortization of borrowing costs capitalized | (r) | 110 | 673 | 384 | |||
| Settlement of BrasilAgro warrants | (s) | - | - | (2,706 | ) | ||
| Deferred income tax | (u) | (33,917 | ) | (35,117 | ) | (35,550 | ) |
| Non-controlling interest on adjustments above | (v) | (217,523 | ) | (159,707 | ) | (141,872 | ) |
| Subtotal shareholders’ equity under IFRS attributable to CRESUD | 2,729,699 | 2,615,662 | 2,558,863 | ||||
| Non-controlling interest | 2,480,379 | 2,308,308 | 2,132,648 | ||||
| Total shareholders’ equity under IFRS | 5,210,078 | 4,923,970 | 4,691,511 |
16
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
2.4.2. Summary of profit
| March 31, 2013 | March 31, 2012 | June 30, 2012 | |||||
| Profit under Argentine GAAP attributable to CRESUD | 74,306 | 27,583 | 78,263 | ||||
| Revenue recognition – “scheduled rent increases” | (a) | 19,866 | 6,622 | 26,488 | |||
| Revenue recognition – “commissions” | (b) | (6,859 | ) | (2,782 | ) | (8,999 | ) |
| Biological assets and agriculture produce at the point of harvest | (c) | (27,597 | ) | 10,891 | (17,001 | ) | |
| Inventories | (d) | 1,651 | 1,452 | 1,367 | |||
| Trading properties | (e) | 11,772 | 19,764 | 10,369 | |||
| Pre-operating and organization expenses | (f) | 3,942 | 1,928 | 4 | |||
| Goodwill | (g) | (45,666 | ) | (26,578 | ) | (60,428 | ) |
| Non-current investments – financial assets | (h) | 5,115 | 42,854 | (13,207 | ) | ||
| Initial direct cost of operating leases | (i) | 281 | 87 | 248 | |||
| Tenants Deposits | (j) | 145 | 43 | 215 | |||
| Commodity linked debt | (k) | (215 | ) | (219 | ) | (25 | ) |
| Impairment of financial assets | (l) | 710 | 947 | 1,569 | |||
| Present value accounting - tax credits | (m) | (5,508 | ) | (2,589 | ) | (3,713 | ) |
| Investments in associates | (n) | (70,457 | ) | (35,776 | ) | (89,567 | ) |
| Investments in joint ventures | (o) | 5,358 | 5,053 | 5,225 | |||
| Acquisition of non-controlling interest | (p) | (22,874 | ) | (153 | ) | (26,383 | ) |
| Disposal of non-controlling interest | (q) | 2,690 | - | 2,690 | |||
| Amortization of borrowing costs capitalized | (r) | 562 | (9 | ) | 274 | ||
| Currency translation adjustments | (t) | 18,808 | 6,107 | 32,518 | |||
| Deferred income tax | (u) | (1,762 | ) | (18,375 | ) | (2,178 | ) |
| Non-controlling interest on adjustments above | (v) | 38,849 | (13,022 | ) | 40,942 | ||
| Subtotal (loss) profit under IFRS attributable to CRESUD | 3,117 | 23,828 | (21,329 | ) | |||
| Non-controlling interest | 90,042 | 46,014 | 53,424 | ||||
| Total Profit under IFRS | 93,159 | 69,842 | 32,095 |
17
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
2.4.3. Summary of other comprehensive income
| March 31, 2013 | March 31, 2012 | June 30, 2012 | |||||
| Other comprehensive (loss) income under Argentine GAAP attributable to CRESUD | (29,884 | ) | 33,216 | (58,692 | ) | ||
| Biological assets and agriculture produce at the point of harvest | (c) | (1,280 | ) | (486 | ) | (3,209 | ) |
| Goodwill | (g) | (701 | ) | 263 | (956 | ) | |
| Investments in associates | (n) | (3,212 | ) | (1,199 | ) | (6,082 | ) |
| Currency translation adjustment | (t) | (18,808 | ) | (6,107 | ) | (32,518 | ) |
| Deferred income tax | (u) | 561 | 136 | 544 | |||
| Non-controlling interest on adjustments above | (v) | 11,000 | 3,852 | 18,974 | |||
| Other comprehensive (loss) income under IFRS attributable to CRESUD | (42,324 | ) | 29,675 | (81,939 | ) | ||
| Non-controlling interest | (93,727 | ) | 22,542 | (141,581 | ) | ||
| Total Other comprehensive (loss) income under IFRS | (136,051 | ) | 52,217 | (223,520 | ) |
2.4.4. Reconciliation of cash flows for the nine-month period ended March 31, 2012
Based on IAS 7 “Statement of Cash Flows” requirements, the Group has made the following reclassification between operating, investing and financing activities in the cash flow statements presented under Argentine GAAP and the cash flows statements under IFRS as further detailed below:
(a) Operating activities
| Cash generated from operating activities under Argentine GAAP | 588,076 | |
|---|---|---|
| Proceeds from sale of investment properties and property, plant and equipment | (76,701 | ) |
| Deconsolidation of joint ventures | (12,597 | ) |
| Foreign exchange Gain on cash and cash equivalents | (11,840 | ) |
| Cash generated from operating activities under IFRS | 486,938 |
(b) Investing activities
| Cash used in investing activities under Argentine GAAP | (576,257 | ) |
|---|---|---|
| Acquisition of non-controlling interest in subsidiaries | 144,847 | |
| Proceeds from sale of investment properties and property, plant and equipment | 76,701 | |
| Deconsolidation of joint ventures | 5,992 | |
| Cash used in investing activities under IFRS | (348,717 | ) |
18
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(c) Financing activities
| Cash generated from financing activities under Argentine GAAP | (150,379 | ) |
|---|---|---|
| Acquisition of non-controlling interest in subsidiaries | (144,847 | ) |
| Deconsolidation of joint ventures | (5,297 | ) |
| Cash used in financing activities under IFRS | (300,523 | ) |
(d) Net increase in cash and cash equivalents
| Net decrease in cash and cash equivalents under Argentine GAAP | (138,560 | ) |
|---|---|---|
| Foreign exchange gain on cash and cash equivalents | (11,840 | ) |
| Deconsolidation of joint ventures | (11,902 | ) |
| Net decrease in cash and cash equivalents under IFRS | (162,302 | ) |
2.4.5. Reconciliation of cash flows for the year ended June 30, 2012
(a) Operating activities
| Cash generated from operating activities under Argentine GAAP | 857,038 | |
|---|---|---|
| Proceeds from sale of property, plant and equipment | (146,706 | ) |
| Deconsolidation of joint ventures | (21,554 | ) |
| Foreign exchange gain on cash and cash equivalents | 5,361 | |
| Cash generated from operating activities under IFRS | 694,139 |
(b) Investing activities
| Cash used in investing activities under Argentine GAAP | (728,777 | ) |
|---|---|---|
| Acquisition of non-controlling interest in subsidiaries | 202,449 | |
| Proceeds from sale of property, plant and equipment | 146,706 | |
| Deconsolidation of joint ventures | 1,027 | |
| Cash used in investing activities under IFRS | (378,595 | ) |
(c) Financing activities
| Cash used in financing activities under Argentine GAAP | (283,974 | ) |
|---|---|---|
| Acquisition of non-controlling interest in subsidiaries | (202,449 | ) |
| Deconsolidation of joint ventures | 7,482 | |
| Cash used in financing activities under IFRS | (478,941 | ) |
19
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(d) Net decrease in cash and cash equivalents
| Net decrease in cash and cash equivalents under Argentine GAAP | (155,713 | ) |
|---|---|---|
| Foreign exchange gain on cash and cash equivalents | 5,361 | |
| Deconsolidation of joint ventures | (13,045 | ) |
| Net decrease in cash and cash equivalents under IFRS | (163,397 | ) |
2.4.6. Presentation reclassifications affecting the statement of cash flows for the nine-month period ended as of March 31, 2012 and for the year ended as of June 30, 2012
Pursuant to Argentine GAAP, the Group proportionally consolidated the joint ventures’ accounts. Consequently, a difference is generated between the amount of cash and cash equivalents reported in the main statement of cash flows under the Argentine GAAP and the amount of cash and cash equivalents that would be reported in the statement of cash flows prepared under IFRS.
On the other hand, under the Argentine GAAP, the effect of exchange rate changes on cash and cash equivalents were disclosed as operating activities and not by presenting a fourth cash flow statement category as required by the IFRSs.
Additionally, pursuant to Argentine GAAP, proceeds from disposal of property, plant and equipment (including properties classified as investment properties under IFRS, were reported as operating activities. In accordance with IFRS, proceeds from disposal of investment properties and property, plant and equipment are reported as investing activities.
Finally, pursuant to Argentine GAAP, acquisition of non-controlling interest was reported as investing activities, whereas, in accordance with IFRS, it must be reported as cash flows from financing activities.
Thus, cash flows generated by or used in operating, investing and financing activities were different in the statement of cash flow prepared.
2.4.7. Explanation of the transition to IFRS
Argentine GAAP differs in certain significant respects from IFRS. Such differences involve methods of measuring the amounts shown in the consolidated financial statements, as further described below:
20
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(a) Revenue recognition – “scheduled rent increases”
Argentine GAAP – Revenue from “non-cancelable” leases subject to scheduled rent escalation clauses is recognized when the escalated payments are due. Therefore, revenue does not include an averaging of rental income. Rent-free periods, reduced rent or other tenant incentives, if any, are recognized in the period in which these incentives are provided.
IFRS – The Group applied IAS 17 “Leases”. As a result, lease income from operating leases with scheduled rent increases is recognized on a straight-line basis over the term of the leases. All tenant incentives, if any, are treated as a reduction of rental income on a straight-line basis over the lease terms.
As a result, the Group recognized a receivable for rent averaging of Ps. 52.0 million, Ps. 71.9 million and Ps. 78.5 million in the line item “Trade and other receivables” as at July 1, 2011, March 31, 2012 and as at June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 52.0 million was recognized against retained earnings and a gain of Ps. 19.9 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 52.0 million was recognized against retained earnings and an amount of Ps. 26.5 million was recognized in the statement of income.
(b) Revenue recognition – “letting fees”
Argentine GAAP – The Group does not generally use the services of a third-party lease agent for its shopping center properties. Rather, the Group acts as its own leasing agent and earns letting fees. Letting fees are recognized at the time a transaction is successfully completed. A transaction is considered successfully completed when both parties (the tenant and the Group) have signed the related lease contract.
IFRS – The Group considers that in these circumstances payments received from tenants for "letting fees" are not different from other payments received such as admission rights. Accordingly, revenue from letting fees is recognized under the straight-line method over the lease term.
21
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
As a result, payments received from tenants for “letting fees” of Ps. 35.4 million, Ps. 42.3 million and Ps. 44.4 million were deferred in the line item “Trade and other payables” as at July 1, 2011, March 31, 2012 and as at June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 35.4 million was recognized against retained earnings and a loss of Ps. 6.9 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 35.4 million was recognized against retained earnings and a loss of Ps. 9.0 million was recognized in the statement of income.
(c) Biological assets and agriculture produce at the point of harvest
Argentine GAAP – Technical Resolution No. 22 “Agriculture activities” establishes a hierarchy for the valuation of biological assets. The Group has several classes of biological assets.
Biological assets in the form of unharvested crops are measured at replacement cost less any impairment losses. Biological assets in the form of livestock held for sale or for meat production are measured at net realizable value. Biological assets in the form of breeding or dairy cattle are measured at replacement cost. Tree plantations are measured at cost. Argentine GAAP does not prescribe a separate measurement for agriculture produce at the point of harvest.
IFRS – The Group applied IAS 41 “Agriculture”. Under IAS 41, biological assets and agriculture produce at the point of harvest are measured at fair value less costs to sell on initial recognition and at each statement of financial position date, except where fair value cannot be reliably measured. Cost approximates fair value when little or no biological transformation has taken place since the costs were originally incurred or the impact of biological transformation on price is not expected to be material. Changes in fair value less cost to sell are charged to income as incurred.
As a result, the Group adjusted all of its biological assets on the statement of financial position at fair value less costs to sell for an amount of Ps. 58.7 million, Ps. 29.8 million and Ps. 38.5 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized (i) a loss of Ps. 27.6 million in the statement of income, (ii) an amount of Ps. 1.3 million against “Exchange differences on translating foreign operations” in statement of comprehensive income, and (iii) the remaining amount of Ps. 58.7 million against retained earnings. For the year ended as of June 30, 2012, the Group recognized: (i) a loss of Ps. 17.0 million in the statement of income, (ii) an amount of Ps. 3.2 million against “Exchange differences on translating foreign operations” in statement of comprehensive income, and (iii) the remaining amount of Ps. 58.7 million against retained earnings.
22
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(d) Inventories
Argentine GAAP – Inventories, primarily agricultural supplies, are valued at replacement cost. Changes in replacement cost are charged to income as incurred and disclosed on the face of the income statement in the line item titled “Unrealized gain on inventories”. In addition, harvested crops for the Group’s operations in Bolivia are measured at net realizable value, with the change in carrying amount recognized in profit or loss.
IFRS - Consumable supplies are measured at the lower of cost or net realizable value. The cost of consumable supplies is determined using the weighted average method. The cost of hotel inventories is determined using the method first in–first out. In addition, harvested crops for the Group’s operations in Bolivia are measured at the lower of cost or net realizable value because there is no an active market.
As a result, the Group reduced inventories by Ps. 6.7 million, Ps. 5.1 million and Ps. 5.4 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized: a gain of an amount of Ps. 1.6 million in the statement of income and the remaining amount of Ps. 6.7 million against retained earnings. For the year ended as of June 30, 2012, the Group recognized a gain for an amount of Ps. 1.3 million in the statement of income and the remaining amount of Ps. 6.7 million against retained earnings.
(e) Trading properties
Argentine GAAP – Trading properties are stated at the lower of cost adjusted for inflation or net realizable value. Additionally, trading properties are measured at net realizable value when contracts are exchanged for which a non-refundable deposit has been received securing the sale in advance of legal completion (i.e. transfer of deed of title and significant risk and rewards). This form of sale fixes the price of the property and the terms and conditions of the contract providing reasonable certainty about the closing of the transaction and realization of the gain. Accordingly, these transactions are deemed consummated for Argentine GAAP purposes and revenue is recognized at the time the contract is signed.
IFRS – Trading properties are measured at the lower of cost or net realizable value. Revenue from the sale of properties is recognized only when the significant risks and rewards have transferred to the buyer. This will normally take place on unconditional exchange of contracts (transfer of title deed). For conditional exchanges, sales are recognized when these conditions are satisfied.
23
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
As a result, the Group eliminated the effect of inflation adjustment on trading properties for an amount of Ps.12.9 million, Ps. 9.3 million and Ps. 9.4 million as at July 1, 2011, March 31, 2012 and June 30, 2012. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 12.9 million was recognized against retained earnings and a gain of Ps. 3.6 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 12.9 million was recognized against retained earnings and an amount of Ps. 3.5 million was recognized in the statement of income.
On the other hand, the Group adjusted the revaluation of trading properties due to property contracts exchanged prior year-end and for which title had not been transferred as of that date, for an amount of Ps. 16.4 million, Ps. 8.2 million and Ps. 9.5 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized: a gain for an amount of Ps. 8.2 million in the statement of income and the remaining amount of Ps. 16.4 million against retained earnings. For the year ended as of June 30, 2012, the Group recognized an amount of Ps. 6.9 million in the statement of income and the remaining amount of Ps. 16.4 million against retained earnings.
(f) Pre-operating and organization expenses
Argentine GAAP – Under Argentine GAAP, pre-operating, organization expenses and other start-up costs (mainly related to the opening of new shopping centers) are capitalized and amortized under the straight-line method generally over a period of three to five years.
IFRS – IFRS prescribes that pre-operating expenses cannot be attributed to the cost of property, plant and equipment, investment properties, trading properties or the formation of intangible assets and are immediately recognized as expenses.
As a result, the balances of pre-operating, organization expenses and other start-up costs capitalized under Argentine GAAP for an amount of Ps. 22.8 million, Ps. 18.8 million and Ps. 22.8 million, as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively, were derecognized under IFRS. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized: a gain for an amount of Ps. 4.0 million in the statement of income and the remaining amount of Ps. 22.8 million against retained earnings. For the year ended as of June 30, 2012, the Group recognized an amount of Ps. 0.01 million in the statement of income and the remaining amount of Ps. 22.8 million against retained earnings.
24
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(g) Goodwill
Goodwill
Argentine GAAP – The Group accounted for acquisitions of businesses and non-controlling interests under the acquisition method of accounting. Under the acquisition method of accounting, the Group allocated the purchase price to tangible and intangible assets and liabilities based on the respective fair values. Goodwill represents the excess of cost over the fair value of net identifiable assets and is amortized under the straight-line method over the weighted average useful life of the tangible assets acquired. Goodwill does not exceed its respective estimated recoverable value at year-end.
IFRS – As noted in Note 2.2., the Group has applied the exemption in IFRS 1 for business combinations. Also, as noted in Note 2.3., the Group has applied the exception in IFRS 1 for acquisitions of non-controlling interests.
Consequently, business combinations and acquisitions of non-controlling interests completed prior to July 1, 2011 have not been restated and the carrying amount of goodwill under IFRS as of July 1, 2011 is equal to the carrying amount under Argentine GAAP as of that date totaling Ps. 29.1 million. There were no previously recognized intangible assets under Argentine GAAP that did not qualify for separate recognition under IFRS.
Negative goodwill
Argentine GAAP – Under Argentine GAAP, when the amount paid in a business combination or acquisition of a non-controlling interest was lower than the carrying amount of the acquired assets and assumed liabilities, the Group recognized such amount as negative goodwill on the statement of financial position (as a deduction to non-current assets) and amortized it over the period considered to justify negative goodwill not exceeding 20 years. However, under Argentine GAAP, when negative goodwill exists, acquired intangible assets which otherwise would be recognized are reduced to absorb the negative goodwill even if they are then assigned a zero value.
Additionally, where the amount paid for the acquisition of associates and/or joint ventures is lower to the investor's share in the net fair values of the associate and/or joint venture's identifiable assets and liabilities, the Group recognizes such amount as negative goodwill on the statement of financial position and amortizes it over the period considered to justify negative goodwill not exceeding 20 years.
25
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
IFRS – As noted in Note 2.2., the Group has applied the exemption in IFRS 1 for business combinations. Also, as noted in Note 2.3., the Group has applied the exception in IFRS 1 for acquisitions of non-controlling interests. Consequently, business combinations and acquisitions of non-controlling interests completed prior to July 1, 2011 have not been restated and the carrying amount of negative goodwill under IFRS as of July 1, 2011 is equal to the carrying amount under Argentine GAAP as of that date. In accordance with IFRS, negative goodwill is recognized in profit or loss immediately.
Additionally, acquisitions of associates and/or joint ventures are initially recorded at cost of the investment. Any difference between the cost of the investment and the investor’s share in the net fair values of the associates and/ or joint venture’s identifiable assets and liabilities is goodwill. Negative goodwill is taken to the income statement in the period when the associate and/or joint venture is acquired.
As a result, the balances of negative goodwill recognized in the statement of financial position under Argentine GAAP were derecognized under IFRS.
The Group adjusted the value of such goodwill for an amount of Ps. 770.8 million, Ps. 724.4 million and Ps. 709.4 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized: (i) a loss of Ps. 45.7 million in the statement of income, (ii) an amount of Ps. 0.7 million against “Exchange differences on translating foreign operations” in the statement of comprehensive income, and (iii) the remaining amount of Ps. 770.8 million against retained earnings. For the year ended as of June 30, 2012, the Group recognized (i) a loss of Ps. 60.4 million in the statement of income, (ii) an amount of Ps. 1.0 million against “Exchange differences on translating foreign operations” in the statement of comprehensive income, and (iii) the remaining amount of Ps. 770.8 million against retained earnings.
(h) Non-current investments – financial assets
Argentine GAAP – The Group holds investments in quoted equity securities with readily determinable fair values, namely TGLT S.A. and Hersha Hospitality Trust and Supertel. Under Argentine GAAP, these investments were carried at acquisition cost since they are not held for the purpose of trading in the short term.
26
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
IFRS – Under IFRS 9, all equity investments are measured at fair value. Equity investments that are held for trading are measured at fair value through profit or loss. For all other equity investments, the Group can make an irrevocable election at initial recognition to recognize changes in fair value through other comprehensive income rather than profit or loss. The Group has elected to recognize changes in the fair value of these equity securities in the statement of income. Therefore, changes in fair value of all equity instruments held by the Company are recognized in the statement of income.
As a result, the Group adjusted the value of these equity securities to fair value by Ps. 151.4 million, Ps. 156.5 million and Ps. 138.2 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 151.4 million was recognized against retained earnings and a gain of Ps. 5.1 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 151.4 million was recognized against retained earnings and a loss for an amount of Ps. 13.2 million was recognized in the statement of income.
(i) Initial direct costs on operating leases
Argentine GAAP – Under Argentine GAAP, certain initial direct costs (i.e. legal, commissions and other fees) paid to third parties for arranging a lease (when the Group is a lessor) are recognized as an immediate expense when incurred.
IFRS – Initial direct costs incurred by lessors in arranging an operating lease are added to the carrying amount of the leased assets (i.e. investment properties) and are recognized as an expense over the lease term on the same basis as the lease income.
As a result, Ps. 0.7 million, Ps. 1.0 million and Ps. 0.9 million, as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively, were added to investment property. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 0.7 million was recognized against retained earnings and a gain of Ps. 0.3 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 0.7 million was recognized against retained earnings and an amount of Ps. 0.2 million was recognized in the statement of income.
27
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(j) Tenant deposits
Argentine GAAP – The Group obtains deposits from tenants as a guarantee for returning the property at the end of the lease term in a specified good condition or for the lease payments for a period of generally 3 years. The deposits generally range from one to three months of lease rentals. These deposits are treated as liabilities under Argentine GAAP and measured at the amount received by the tenants.
IFRS - Tenant deposits are treated as both a financial asset and a financial liability in accordance with IFRS 9, and they are initially recognized at fair value. The difference between fair value and cash received is considered to be part of the minimum lease payments received for the operating lease (deferred income). The deposits are subsequently measured at amortized cost, and deferred income is amortized under the straight line method over the lease term.
As a result, the Group adjusted the financial liability from tenant deposits within trade and other payables for an amount of Ps. 0.1 million, Ps. 0.3 million and Ps. 0.3 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized: a gain of Ps. 0.2 million in the statement of income and the remaining amount of Ps. 0.1 million against retained earnings. For the year ended as of June 30, 2012, the Group recognized a gain of Ps. 0.2 million in the statement of income and the remaining amount of Ps. 0.1 million against retained earnings.
(k) Commodity linked debt
Argentine GAAP – Under Argentine GAAP, there is no requirement to separate embedded derivatives from host contracts and account for them as derivatives. Borrowings are valued based on the best estimate of the discounted value of the amounts expected to be paid, using the interest rate effective at the time of the initial measurement.
28
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
IFRS – IFRS 9 requires that an embedded derivative should be separated from the host contract and accounted for as a derivative if certain conditions are met. On September 7, 2011, the Group issued Class VIII NCN which are denominated in US$ for a nominal amount of US$ 2.1 million. Class VII notes accrue interest at a floor rate of 4% plus a premium factor equivalent to 40% of the increase in the price of soy during the period from March 2011 to March 2013. Under IFRS, the commodity-indexed feature is an embedded derivative that is not clearly and closely related to the debt host instrument because the risks inherent in the derivative (price of soy) and the host are dissimilar. Therefore, the Group separated the commodity-indexed feature and classified it as a derivative liability. The Group measured the carrying value of the debt host contract at initial recognition as the difference between the consideration received and the fair value of the embedded derivative. Subsequently, the Group measured the host foreign-currency debt at amortized cost using the effective interest rate method and then retranslated it at each reporting date using the closing US$/Peso exchange rate. The Group recognized changes in the fair value of the embedded derivative in profit or loss for the period / year.
As a result, the Group adjusted borrowings for an amount of Ps. 0.1 million, Ps. 0.2 million and Ps. 0.1 million as at July 1, 2011, March 31, 2012 and June 30, 2012. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 0.03 million was recognized against retained earnings and a loss of Ps. 0.2 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 0.1 million was recognized against retained earnings and a loss of Ps. 0.03 million was recognized in the statement of income.
(l) Impairment of financial assets
Argentine GAAP - As at July 1, 2011, March 31, 2012 and June 30, 2012 the Group maintains a balance of credit card loans. These loan receivables are carried at amortized cost. Under Argentine GAAP, the Group determined an allowance for loan losses based on specific criteria set forth for financial and banking institutions.
IFRS – The Group applied the impairment provisions in IFRS 9.
As a result, the Group recognized an impairment loss of Ps. 2.1 million, Ps. 1.4 million and Ps. 0.5 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended March 31, 2012 an amount of Ps. 2.1 million was recognized against retained earnings and a gain of Ps. 0.7 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 2.1 million was recognized against retained earnings and a gain of Ps. 1.6 million was recognized in the statement of income.
29
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(m) Present value accounting – tax credits
Argentine GAAP – Under Argentine GAAP, certain long-term tax credits are measurement at present-valued.
IFRS – Under IFRS, there is no requirement to discount long-term tax credits. The Group elects to measure tax receivables and payables at the amounts expected to be recovered from or paid to the tax authorities and thus, not discounting long-term tax credits.
As a result, the Group eliminated the effect of discounting tax credits for an amount of Ps. 14.6 million, 9.1 million and Ps. 10.9 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 14.6 million was recognized against retained earnings and a loss of Ps. 5.5 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 14.6 million was recognized against retained earnings and a loss of Ps. 3.7 million was recognized in the statement of income.
(n) Impact of IFRS adjustments on investment in associates
Argentine GAAP - Investments in entities in which the Group exercises significant influence, but not control, are accounted for under the equity method. Under the equity method, the investment is recorded at original cost and periodically increased (decreased) by the investor's proportionate share of earnings (losses) of the investee and decreased by all dividends received from the investor by the investee. The Group applied its percentage ownership interest to the financial statements of its equity method investments prepared under Argentine GAAP.
As at June 30, 2012, the associates of the Group were Banco Hipotecario S.A. (BHSA), Banco de Crédito y Securitización (BACSA), Manibil S.A., New Lipstick LLC, Rigby 183 LLC, Tarshop S.A. and AgroUranga S.A., Agro Managers S.A. and Bitania 26 S.A..
IFRS – The Group has assessed all of its interests in the entities mentioned in the paragraph above and determined that the Group exercises significant influence over them. Accordingly, under IFRS, the Group also accounts for these investments under the equity method of accounting. However, the Group has assessed the impact of IFRS adjustments on the financial statements of these investments prepared under Argentine GAAP prior to the application of the equity method.
30
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
Following is a description of the most significant IFRS adjustments to the equity and comprehensive income of its associates. For ease of presentation and to facilitate an understanding of the nature of the IFRS adjustments, associates were grouped by business activities. Associates are not discussed below when IFRS adjustments were not significant to the Group or no IFRS adjustments were identified:
Banking:
The Group assessed the financial statements of these associates as of July 1, 2011, March 31, 2012 and June 30, 2012 and determined the following adjustments to IFRS:
-
Under Argentine GAAP, revenues from life and disability insurance and loan origination fees are recognized on an up-front basis. Under IFRS, these revenues are recognized on a straight line basis over the term of the respective underlying receivables.
-
Under Argentine GAAP, the allowance for loan losses are recognized based on specific criteria as set forth by the Central Bank for financial and banking institutions. Under IFRS, the associate applied the impairment provisions in IFRS 9.
-
Under Argentine GAAP, receivables transferred to trusts in securitization programs are treated as sales and a gain or loss is recognized on the sale. Usually the transferor retains an interest in the trust and maintains a cash reserve which serves as collateral for payments of amounts due under the debt securities issued by the trust. Under IFRS, following the provisions of IFRS 9, the associate is not able to derecognize financial assets with these characteristics. As a result, the associate continues recognizing the receivables and a liability for the consideration received upon transfer. The receivables recognized are then tested for impairment following the IFRS 9 criteria.
-
Under Argentine GAAP, the calculation of the insurance technical reserves is recognized following the regulations issued by the National Insurance Superintendence. Under IFRS, following the guidance of IFRS 4 “insurance contracts”, the associate measured the insurance technical reserve in accordance with the “best estimation” approach.
31
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
Investment properties:
The Company has assessed the financial statements of the associates related to the investment property business and determined the following adjustments to IFRS as of July 1, 2011, March 31, 2012 and June 30, 2012:
-
Under Argentine GAAP, revenue from non-cancelable leases subject to scheduled rent escalation clauses is recognized when the escalated payments are due. Therefore, revenue does not include an averaging of rental income. Rent-free periods, reduced rent or other tenant incentives, if any, are recognized in the period in which these incentives are provided. Under IFRS, Lease income from operating leases with scheduled rent increases is recognized on a straight-line basis over the term of the leases. All tenant incentives, if any, are treated as a reduction of rental income on a straight-line basis over the lease terms.
-
Under Argentine GAAP, lease expense where the entity is the lessee under an operating ground lease agreement subject to escalation clauses is recognized when the escalated payments are due. Therefore, lease expense not recognized on a straight-line basis Under IFRS, lease payments for operating leases with scheduled rent increases are recognized on a straight-line basis over the term of the leases.
As a result, the net equity of these associates was reduction by Ps. 56.2 million, Ps. 152.8 million and Ps. 151.9 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized: (i) an amount of Ps. 56.2 million against retained earnings, (ii) a loss of Ps. 70.5 million in the statement of income and (iii) an amount of Ps. 3.2 million against “Exchange differences on translating foreign operations” in the statement of comprehensive income. For the year ended as of June 30, 2012, the Group recognized: (i) an amount of Ps. 56.2 million against retained earnings, (ii) a loss of Ps. 89.6 million in the statement of income and (iii) an amount of Ps. 6.1 million against “Exchange differences on translating foreign operations” in statement of comprehensive income.
(o) Impact of IFRS adjustment on joint ventures
Argentine GAAP – Investments in entities in which the Company exercises joint control are accounted for under the proportionate consolidation method. Under the proportionate consolidation method, the financial statements of the Group reflect the Group´s pro-rata equity interest in the jointly controlled entities on a line-by-line basis. The Group applied its pro-rata equity interest to the financial statements of its jointly-controlled entities prepared under Argentine GAAP.
32
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
IFRS – The Group has assessed all of its interests in joint arrangements and determined that they are joint ventures under IFRS 11. Accordingly, the Group accounted for its joint ventures under the equity method of accounting. In addition, the Group has assessed the impact of IFRS adjustments on the financial statements of joint ventures prepared under Argentine GAAP prior to the application of the equity method.
As at June 30, 2012, the joint ventures of the Group are Cyrsa S.A., Cresca S.A., Canteras Natal Crespo S.A., Puerto Retiro S.A., Baicom Networks S.A., Quality Invest S.A., and Nuevo Puerto Santa Fe S.A.
Following is a description of the most significant IFRS adjustments to the net equity and income of the joint ventures. Joint ventures are not discussed below when IFRS adjustments were not significant to the Group or no adjustments were identified:
- Under Argentine GAAP, the joint venture has historically accounted for revenues and therefore profits from all property sales on a percentage of completion basis once contracts for the sale of a property have been exchanged and only if the eventual profit from that property can be foreseen with reasonable certainty. Under IFRS, the joint venture has applied IFRIC 15 “Agreements for the Construction of Real Estate”. The Group assessed the contractual terms of the agreements and concluded that revenue from open market sales of real estate should be accounted for on legal completion of the properties in accordance with IAS 18 “Revenue”. As a result, the joint venture recognizes revenue from the sale of private homes and commercial units entirely at the point of legal completion in accordance with IAS 18. The most significant impact of IFRIC 15 is therefore the deferral of profits previously recognized from the point of exchange of contracts onwards until the point of legal completion. All of these profits are now recognized at a later date.
As a result, the net equity of the Group´s joint ventures was decreased by Ps. 16.5 million, Ps. 11.1 million and Ps. 11.3 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 16.5 million was recognized against retained earnings and a gain of Ps. 5.4 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 16.5 million was recognized against retained earnings and a gain of Ps. 5.2 million was recognized in the statement of income.
33
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(p) Acquisition of non-controlling interest
As stated in Note 2.3., the Group has applied the exception provided by IFRS 1 for accounting for changes in the interest in subsidiaries that do not result in a loss of control. Consequently, acquisitions of non-controlling interests concluded prior to July 1, 2011 have not been restated.
IFRS adjustments detailed below relate to acquisitions of non-controlling interest occurring on or after on July 1, 2011.
Argentine GAAP – Under Argentine GAAP, the Group accounted for the acquisition of the non-controlling interests under the purchase method of accounting. Under the purchase method of accounting, the purchase price paid is allocated to the net assets acquired based on its fair value. Assets, including goodwill, and liabilities of the acquired business are recognized using a cost accumulation approach (i.e. for the previous equity interests acquired). These acquisitions generated goodwill since the cost of acquisition exceeded the fair value of the net tangible and intangible assets acquired. Additionally, goodwill generated by the acquisition of the non-controlling interest in Cactus Argentina S.A. was impaired and recognized as an expense in the statement of income under Argentine GAAP.
IFRS – Under IFRS, the Group has applied the principles of IFRS 10 in accounting for changes in ownership interests. As per IFRS 10, when an additional interest is obtained and control is maintained, the transaction is accounted for as an equity transaction. The Group does not recognize any additional acquisition adjustments to reflect the subsequent acquisition of additional shares in the subsidiary if there is no change in control.
Under IFRS, the difference between the fair value of the consideration paid and the related carrying value of the non-controlling interest acquired is recognized in the controlling interest’s equity as a credit or debit to a reserve in net equity. Therefore, no gain or loss is recognized in the statement of income and no additional goodwill is recognized. The carrying value of the non-controlling interest is adjusted to reflect the change in the non-controlling interest of the subsidiary.
34
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
As a result, as of March 31, 2012, the Group: (i) derecognized goodwill for an amount of Ps. 26.5 million, (ii) recognized a decrease in non-controlling interest for an amount of Ps. 22.6 million, (iii) recognized a decline of Ps. 9.0 million in net assets acquired measured at fair value under Argentine GAAP in force and (iv) recognized a debit in shareholders’ equity under IFRS of Ps. 14.9 million. In addition, as of June 30, 2012, the Group: (i) derecognized goodwill for an amount of Ps. 39.8 million, (ii) recognized a decline of Ps. 26.2 million in non-controlling interest, (iii) recognized a decline of Ps. 9.0 million in net assets acquired measured at fair value in accordance with Argentine GAAP in force, and (iv) recognized a debit of Ps. 22.6 million in shareholders’ equity.
Additionally, for the fiscal year ended as of June 30, 2012, the Group reversed the impairment charge on goodwill generated by the acquisition of the non-controlling interest in Cactus Argentina S.A. recognized under Argentine GAAP for an amount of Ps. 10.5 million.
(q) Disposal of non-controlling interest
As explained in Note 2.3., the Group has applied the exception provided by IFRS 1 for accounting for changes in the interest in subsidiaries that do not result in a loss of control. Consequently, disposals of non-controlling interests concluded prior to July 1, 2011 have not been restated.
The IFRS adjustments detailed below relate to disposals of non-controlling interest occurring on or after July 1, 2011.
Argentine GAAP – Under Argentine GAAP, the Group accounted for disposals of non-controlling interests based on its carrying value at the date of disposal, recognizing any difference between the carrying value of the non-controlling interest and the consideration received in the statement of income.
IFRS – Under IFRS, the Group has applied the principles of IFRS 10 in accounting for changes in ownership interests. As per IFRS 10, when there is a disposal of non-controlling interests that do not result in a change in control, the transaction is accounted for as an equity transaction. The difference between the fair value of the consideration received and the related carrying value of the non-controlling interest disposed is recognized in the controlling interest’s equity as a credit or debit. Therefore, no gain or loss is recognized in the statement of income. The carrying value of the non-controlling interest is adjusted to reflect the change in the non-controlling interest of the subsidiary.
35
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
As a result, as of June 30, 2012 and March 31, 2012, the Group reversed a loss for an amount of Ps. 2.7 million in the statement of income, and recognized a debit of Ps. 2.7 million in shareholders’ equity.
(r) Amortization of transaction costs on borrowings
Argentine GAAP – Under Argentine GAAP, transactions costs directly attributable to the acquisition of borrowings are amortized under the straight-line method over the contract term.
IFRS – Transaction costs directly attributable to the acquisition of borrowings are deducted from the fair value at which the financial liability is initially recognized. Subsequently, they are amortized using the effective interest method over the contract term.
As a result, the Group adjusted the carrying value of borrowings for an amount of Ps. 0.1 million, Ps. 0.7 million and Ps. 0.4 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 0.1 million was recognized against retained earnings and an amount of Ps. 0.6 million gain were recognized in the statement of income. For the fiscal year ended as of June 30, 2012, an amount of Ps. 0.1 million was recognized against retained earnings and a gain of Ps. 0.3 million was recognized in the statement of income.
(s) Settlement of BrasilAgro warrants
Argentine GAAP – Payments made by the Group for the settlement of BrasilAgro warrants were capitalized in the statement of financial position.
IFRS – In accordance with IFRS 2 “Share-based payments”, any payment made to a counterparty on the cancellation or settlement of a grant of equity instruments, even if this occurs after the vesting date, are accounted for as a repurchase of an equity interest (that is, as a deduction from equity), except to the extent that the payment exceeds the fair value of the equity instruments repurchased, measured at the repurchase date. Any such excess is recognized as an expense.
As a result, the Group adjusted the balance for an amount of Ps. 2.7 million as of June 30, 2012, against a deduction in the shareholders’ equity. For the nine-month period ended as of March 31, 2012, no warrants issued by Brasilagro have been cancelled.
36
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
(t) Cumulative translation adjustment
Argentine GAAP – Foreign operations shall be classified as integrated or non-integrated entities depending if their activities are carried out as an extension of the reporting entity. Exchange differences resulting from the translation of integrated entities are recognized in the statement of income. Exchange differences resulting from the translation of non-integrated entities are recognized in a separate reserve in equity.
IFRS – Exchange differences resulting from the translation of foreign operations are recognized in the statement of other comprehensive income.
As a result, for the nine-month period ended as of March 31, 2012 the Group reclassified an amount of Ps. 18.8 million against the statement of income and the statement of other comprehensive income, related foreign operations. Additionally, the Group reclassified an amount of Ps. 32.5 million for the fiscal year ended as of June 30, 2012 against the statement of income and the statement of other comprehensive income.
(u) Deferred income taxes
Argentine GAAP – The Group accounts for income taxes using the deferred tax method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax based assets and liabilities and are measured using the enacted tax rates. Argentine GAAP does not prescribe detailed specific guidance related to the recognition of a valuation allowance. The Group assesses the need for a valuation allowance based on several factors including but not limited to current projections, legal expiration periods and others.
IFRS – There is no difference in the determination of deferred income taxes. However, deferred tax assets are recognized when it is considered probable (defined as “more likely than not”) that sufficient taxable profits will be available to utilize the temporary difference or unused tax losses. IFRS does not allow the recognition of valuation allowances.
37
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
IFRS establishes more specific and strict procedures to assess whether a deferred tax asset should be recognized. All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a deferred tax asset should be recognized. Judgment must be used in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a deferred tax asset can be recognized.
As a result, on transition to IFRS, the Group has not recognized deferred tax assets relating to any carry forward losses and other temporary differences for an amount of Ps. 16.5 million, Ps. 18.7 million and Ps. 18.8 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Group recognized: (i) an amount of Ps. 16.5 million against retained earnings, (ii) a loss of Ps. 2.8 million in the statement of income, and (iii) an amount of Ps. 0.6 million against “Exchange differences on translating foreign operations” in statement of comprehensive income. For the year ended as of June 30, 2012, the Group recognized (i) an amount of Ps. 16.5 million against retained earnings, (ii) a loss of Ps. 2.8 million in the statement of income, and (iii) an amount of Ps. 0.5 million against “Exchange differences on translating foreign operations” in statement of comprehensive income.
In addition, the Group has assessed the impact of all IFRS adjustments on deferred income taxes. As a result, the Group recognized an adjustment to deferred income taxes of Ps. 17.4 million, Ps. 16.4 million and Ps. 16.7 million as at July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As at July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended March 31, 2012 an amount of Ps. 17.4 million was recognized against retained earnings and a gain of Ps. 1.0 million was recognized in the statement of income. For the year ended as of June 30, 2012, an amount of Ps. 17.4 million was recognized against retained earnings and a gain of Ps. 0.6 million was recognized in the statement of income.
(v) Non-controlling interest
Differences for non-controlling interest include the effect of recording, where applicable, the corresponding effect of other differences between Argentine GAAP and IFRS.
38
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of international financial reporting standards (“IFRS”) (Continued)
2.5. Significant Accounting Policies
The principal accounting policies applied in the preparation of these Unaudited Condensed Interim Consolidated Financial Statements are consistent with those applied in the preparation of the information under IFRSs as of June 30, 2012, which is described in Exhibit I, and are based upon such IFRSs expected to be in force as of June 30, 2013. Most significant accounting policies are described in Exhibit I.
2.6. Use of estimates
The preparation of financial statements at a certain date requires the Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these financial statements.
In the preparation of these condensed interim consolidated financial statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same applied by the Group in the preparation of the annual consolidated financial statements for the year ended as of June 30, 2012 which are described in Exhibit I.
- Seasonal effects on operations
The operations of the Group’s agricultural business are also subject to seasonal effects. The harvests and sale of grains (corn, soybean and sunflower) generally take place between February and June every year. Wheat is generally harvested between November and January. In Bolivia, weather conditions make it possible to have two soybeans, corn and barley seasons and, therefore, these crops are harvested in April and October, whereas wheat and sunflower are harvested in August and September, respectively. Other segments of the agricultural business, such as beef cattle and milk production tend to be more stable. However, beef cattle and milk production is generally larger during the second quarter, when conditions are more favorable. In case of sugar cane, harvest and sale take place between May and November of each year. As a result, there may be material fluctuations in the agricultural business results across quarters.
39
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Seasonal effects on operations (Continued)
The operations of the Group’s shopping centers are also subject to seasonal effects, which affect the level of sales recorded by lessees. During summer time (January and February), the lessees of shopping centers experience the lowest sales levels in comparison with the winter holidays (July) and December (Christmas) when they tend to record peaks of sales. Apparel stores generally change their collections during the spring and the fall, which impacts positively on shopping mall sales. Sale discounts at the end of each season also affect the business. As a consequence, a higher level of revenues is generally expected in the second half of the year rather than the first in shopping center operations.
- Acquisitions and disposals
Trading property- Farm
On November 14, 2012, Vargas Derka SH made an irrevocable offer to Cresud to purchase a portion of “La Suiza” farm ranch (5,600 hectares) to be good through January 31, 2013. As bid bond, Cresud has received checks in the amount of US$ 0.3 million or 5% of the transaction price.
The offer price amounts to US$ 6.7 million to be paid in 6 installments every six months, at the date of issuance of these financial statements the payment of US$ 2.7 million has been received.
On February 1, 2013 the parties executed the sales agreement. The title deed will be executed on June 28, 2013.
Sale of a field
On October 11, 2012 Brasilagro announced an agreement for the sale of Horizontina farmland, located in Tasso Fragoso, State of Maranhão, for a total amount of Rs. 75,000. The schedule of payments was as follows: a down payment of Rs. 1,000 was collected in October 2012; Rs. 26,000 in October 2012 and Rs. 45,000 upon execution of the conveyance deed on January 22, 2013. The remaining balance of receivables in the amount of Rs. 3,000 will be collected on August 31, 2013. The Company recorded a gain of Ps. 62,593 on the sale of the plot of farmland Horizontina.
The Horizontina farm has an area of 14,359 hectares and was acquired on March 10, 2010 by `Inmobiliaria Ceibo´, for a total amount of Rs. 37,749. Before the acquisition, 2,100 hectares of the farm were used for cultivation of crops. Until October 31, 2012, investments were made in the amount of Rs. 10,387 (net of accumulated depreciation) in improvements in infrastructure.
40
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Acquisitions and disposals (Continued)
For the nine-month period ended as of March 31, 2013
Transactions with non-controlling interest
IRSA
During the current nine-month period, the Group acquired an additional 0.99% interest in IRSA for a total amount of Ps. 33.9 million. As a result of this transaction, the non-controlling interest was reduced by Ps. 26.6 million and the interest attributable to the shareholders’ of the controlling parents was reduced by Ps. 11.9 million. The effect on shareholders’ equity attributable to owners of the Group of this change in the equity interest in IRSA is summarized as follows:
| Carrying value of the equity interests acquired by the Group | 26,649 | |
|---|---|---|
| Consideration paid for non-controlling interest | (33,937 | ) |
| Reserve recorded in shareholders’ equity | (7,288 | ) |
APSA
During the nine-month period, the Group, through IRSA and E-Commerce Latina S.A., acquired an additional equity interest of 0.1% in APSA for a total consideration of Ps. 2.3 million. As a result of this transaction, the non-controlling interest was reduced by Ps. 0.8 million and the interest attributable to the shareholders’ of the controlling parents was reduced by Ps. 1.5 million. The effect on shareholder’s equity of the parent of this change in the equity interest in APSA is summarized as follows:
| Carrying value of the equity interests acquired by the Group | 824 | |
|---|---|---|
| Consideration paid for non-controlling interest | (2,364 | ) |
| Reserve recorded in shareholders’ equity | (1) (1,540 | ) |
(1) The reserve includes Ps. 544 for non-controlling interest
41
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Acquisitions and disposals (Continued)
Acquisition of equity interest in joint venture
On November 29, 2012 the Group through APSA acquired shares of common stock, representing 50% of Entertainment Holdings S.A. (“EHSA”)’s capital stock and votes for Ps. 32 million. Under the acquisition agreement, APSA is entitled to exercise joint control over EHSA. EHSA is an Argentine company whose main asset consists of an indirect interest of 50% in the capital and voting rights of La Rural S.A. (“LRSA”), whereby it has joint control over this Company together with Sociedad Rural Argentina (“SRA”), who owns the remaining 50%. Thus, APSA is the owner of an indirect interest of 25% in LRSA, whose main asset consists of an usufruct agreement on the Predio Ferial de Buenos Aires, located between Cerviño, Sarmiento, Santa Fe Avenues and Oro street, in the city of Buenos Aires (the “Predio Ferial”) entered in 1999 into with SRA, owner of such Predio Ferial.
The fair value of the APSA’s investment in the joint business was determined based on the fair value of EHSA’s net assets, being the main asset the usufruct agreement mentioned above. APSA has preliminary allocated the price paid at the fair value of the net assets acquired based on the information available as of the closing date of Unaudited Condensed Interim Consolidated Financial Statements. Such fair value amounted to Ps. 15.3 million, which means a goodwill figure of Ps. 10.6 million recognized in the “Investments in associates and joint business” line in the balance sheet as of March 31, 2013. The fair value and identified goodwill should not be treated as final until the process of allocating the price paid is finalized.
The fair value of the usufruct agreement has been determined by the application of the discounted cash flow method. This estimate considered a discount rate that reflects the market assessments regarding uncertainties in terms of the cash flow amount and timing. The amount of net future cash flows was estimated based on the specific features of the property, the agreements in force, market information and future forecasts as of the valuation date. Net income forecasts, revenues growth rates and discount rates are among the most important assumptions used in the valuation.
Purchase of financial assets
During this period the Group purchased the following corporate notes from:
a) City of Buenos Aires Government bonds, for a nominal value of Ps. 19.0 million. These bonds accrue interest at an annual 7.95% fixed rate, payable semi- annually and maturing on April 29, 2014.
b) BHSA´s Convertible notes for an amount of Ps. 5 million which accrue interest at an annual 18.75% fixed annual rate payable semi- annually and maturing on August 8, 2013.
42
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Acquisitions and disposals (Continued)
Disposal of financial assets
During the current nine-month period, the Group sold 3,823,412 ordinary shares of Hersha, Hospitality Trust (Hersha) for a total amount of US$ 19.4 million. Consequently, as of the date of issuance of these financial statements, the Group’s interest in Hersha’s capital stock decreased from 9.13% (at the beginning of the year) to 7.19%. Subsequent to March 31, 2013, the Group disposed of an additional number of Hersha’s shares (see Note 33).
In November and December 2012, IRSA sold all of its shareholdings in NH Hoteles S.A. (138,572 shares for a consideration of € 0.38 million) and in NH Hoteles S.A. (387,758 shares for a total consideration of US$ 1.4 million).
In December 2012, IRSA sold all of its shareholdings in Metrovacesa F (1,238,990 shares for a consideration of € 2.7 million); Metrovacesa SM (229,995 shares for a total consideration of € 0.5 million) and Metrovacesa F (919,087 shares for a consideration of US$ 2.7 million).
Significant sale of investment properties
On August 31, 2012, the Group sold through IRSA executed the transfer deeds that formalize the sale of certain functional units of the building “Libertador 498” of the Autonomous City of Buenos Aires. The total price of the transaction amounted to Ps. 15 million and was paid on the execution of the title conveyance deeds. This transaction generated a gain of Ps. 12.7 million.
On September 14, 2012, IRSA sold certain functional units on floors 18 and 19, as well as parking areas, of the building Bouchard 551. The total price of the transaction was US$ 8.5 million paid upon execution of the conveyance deed. This transaction generated a gain of Ps. 18.4 million.
On October 4 and 11, 2012, IRSA signed the transfer deed for the sale of several functional units (stores and parking spaces) of the building “Libertador 498”. The transactions price was set at Ps. 29.4 million, amount that had been completely collected. This transaction generated a gain of Ps. 24.9 million.
On January 8, 2013, IRSA sold several functional units (stores and parking spaces) of the building “Costeros Dique IV”. The total price of the transaction was Ps. 9.2 million. This transaction generated a gain of Ps. 7.8 million.
On March 14, the Group sold through APSA, a functional unit of the building located on Anchorena 559. The transaction Price was fixed at Ps. 0.4 million, which resulted in approximately Ps. 0.2 million gain.
43
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Acquisitions and disposals (Continued)
Acquisition of Rigby 183 LLC
On June 30, 2012, the Group held, through its subsidiary IMadison LLC, a 49% equity interest through its subsidiary IMadison LLC in the capital stock of Rigby 183 LLC (“Rigby”), a company that owns office buildings for rental at Madison Avenue 183, New York, USA. On November 27, 2012, the Group, through its subsidiary IRSA International LLC, purchased an additional 25.5% equity interest in Rigby’s capital stock, thus taking control over said company. As a result of the acquisition, the Group expects to increase its footprint in the US real estate market. The goodwill from the acquisition, which amounts to Ps. 45.7 million, is attributable to the synergies expected to be achieved by combining the Group’s and Rigby’s operations.
The following chart shows the consideration paid by the Group, the fair value of the acquired assets, the assumed liabilities and the non-controlling interest as of the acquisition date.
| 11.27.2012 | ||
|---|---|---|
| Consideration paid: | ||
| Cash | 118,373 | |
| Total consideration paid | 118,373 | |
| Fair value of the interest in Rigby’s equity held before the business combination | 227,462 | |
| Total consideration | 345,835 | |
| Recognized balances of acquired identifiable assets and assumed liabilities: | ||
| Cash and cash equivalents | 499 | |
| Investments properties (Note 9) | 679,219 | |
| Trade and other receivables | 14,135 | |
| Borrowings | (252,834 | ) |
| Trade and other payables | (12,081 | ) |
| Deferred income tax liabilities (Note 22) | (26,103 | ) |
| Total net identifiable assets | 402,835 | |
| Non-controlling interest | (102,723 | ) |
| Goodwill | 45,723 | |
| Total | 345,835 |
The acquisition-related costs (which amount to Ps. 2.5 million) were charged to income under “General and Administrative Expenses”.
The fair value of the investment property acquired for Ps. 679.2 million was assessed by a qualified independent appraiser. The fair value of trade receivables and other receivables amounts to Ps. 14.1 million, including trade receivables in the amount of Ps. 0.1 million. As of the acquisition date, the Group estimates that these receivables are recoverable. The fair value of the non-controlling interest in Rigby, an unlisted company, has been determined on a proportional basis to the fair value of Rigby's net acquired assets.
44
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Acquisitions and disposals (Continued)
The Group recognized income of Ps. 124.1 million derived from the reassessment of the fair value of the 49% interest held in Rigby before the business combination. In addition, all exchange gains (losses) accumulated in shareholder’s equity from the interest held in Rigby before the business combination (Ps. 12.9 million) were charged to income. These gains were disclosed under "Other operating results" in the income statement.
The revenues Rigby has generated since November 27, 2012 and that have been disclosed in the consolidated income statement amount to Ps. 12.1 million. Rigby has also run a net loss of Ps. 4 million during said period. If Rigby had been included in the consolidation since July 1, 2012, the consolidated income statement would have shown pro-forma revenues in the amount of Ps. 1,101.4 million and pro-forma net income of Ps. 244.2 million.
- Financial risk management
5.1. Financial risk
The group´s diverse activities are exposed to a variety of financial risk: market risk (including foreing currency risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk.
Note 3 of Exhibit I provides information on financial risk management as of June 30, 2012 and July 1, 2011. Since June 30, 2012 there have been no changes in the risk management or risk management policies applied by the Group.
5.2. Fair value estimates
Since June 30, 2012 there have been no reclassifications of financial assets.
Additionally, since June 30, 2012 there have been no significant changes in business or economic circumstances affecting the fair value of the Group's financial assets or liabilities (either measured at fair value or amortized cost), nor any transfers between the different hierarchies used to assess the fair value of the Group's financial instruments.
45
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment reporting
Below is a summarized analysis of the lines of business of the Group for the nine-month period ended March 31, 2013:
| Group revenues | 748,588 | 1,715,278 | 2,463,866 | |||
|---|---|---|---|---|---|---|
| Group costs | (1,327,104 | ) | (895,898 | ) | (2,223,002 | ) |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 734,949 | - | 734,949 | |||
| Changes in net realizable value of agricultural produce after harvest | 6,943 | - | 6,943 | |||
| Gross Profit | 163,376 | 819,380 | 982,756 | |||
| Gains from disposal of investment properties | - | 61,475 | 61,475 | |||
| Gains from disposal of farmlands | 53,988 | - | 53,988 | |||
| General and administrative expenses | (101,408 | ) | (152,166 | ) | (253,574 | ) |
| Selling expenses | (99,434 | ) | (81,610 | ) | (181,044 | ) |
| Management fees | (9,388 | ) | - | (9,388 | ) | |
| Other operating results | (2,261 | ) | 106,198 | 103,937 | ||
| Profit from Operations | 4,873 | 753,277 | 758,150 | |||
| Share of profit of associates | 5,521 | 5,496 | 11,017 | |||
| Segment Profit | 10,394 | 758,773 | 769,167 | |||
| Investment properties | 25,292 | 4,320,899 | 4,346,191 | |||
| Property, plant and equipment | 1,733,674 | 231,206 | 1,964,880 | |||
| Trading properties | 4,678 | 229,986 | 234,664 | |||
| Goodwill | 7,526 | 70,184 | 77,710 | |||
| Biological assets | 695,218 | - | 695,218 | |||
| Inventories | 160,073 | 16,635 | 176,708 | |||
| Investments in associates | 29,399 | 1,141,045 | 1,170,444 | |||
| Total segment assets | 2,655,860 | 6,009,955 | 8,665,815 |
46
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment information (Continued)
Below is a summarized analysis of the lines of business of the Group for the nine-month period ended March 31, 2012:
| Group revenues | 705,467 | 1,378,271 | 2,083,738 | |||
|---|---|---|---|---|---|---|
| Group costs | (1,029,250 | ) | (682,084 | ) | (1,711,334 | ) |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 471,766 | - | 471,766 | |||
| Changes in net realizable value of agricultural produce after harvest | (13,311 | ) | - | (13,311 | ) | |
| Gross Profit | 134,672 | 696,187 | 830,859 | |||
| Gains from disposal of investment properties | - | 42,737 | 42,737 | |||
| Gains from disposal of farmlands | 27,762 | - | 27,762 | |||
| General and administrative expenses | (96,636 | ) | (125,765 | ) | (222,401 | ) |
| Selling expenses | (74,398 | ) | (61,922 | ) | (136,320 | ) |
| Management fees | (7,458 | ) | - | (7,458 | ) | |
| Other operating results | (17,392 | ) | (13,789 | ) | (31,181 | ) |
| (Loss) / Profit from operations | (33,450 | ) | 537,448 | 503,998 | ||
| Share of profit of associates | 2,934 | 13,692 | 16,626 | |||
| Segment (Loss) / Profit | (30,516 | ) | 551,140 | 520,624 |
47
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment information (Continued)
(I) Agriculture line of business:
The following tables present the reportable segments of the agriculture line of business of the Group:
| Agriculture | ||||||||||||||||||||
| Crops | Cattle | Milk | Sugarcane | Agriculture leases and Services | Agriculture Subtotal | Land transformation and sales | Agro-industrial | Other segments | Total agricultural business (i) | |||||||||||
| Group revenues | 337,829 | 61,880 | 27,737 | 120,820 | 19,212 | 567,478 | - | 127,542 | 53,568 | 748,588 | ||||||||||
| Group costs | (753,849 | ) | (105,067 | ) | (53,720 | ) | (231,536 | ) | (6,665 | ) | (1,150,837 | ) | (4,106 | ) | (126,315 | ) | (45,846 | ) | (1,327,104 | ) |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 507,124 | 53,423 | 27,788 | 147,597 | - | 735,932 | - | - | (983 | ) | 734,949 | |||||||||
| Changes in net realizable value of agricultural produce after harvest | 6,940 | 3 | - | - | - | 6,943 | - | - | - | 6,943 | ||||||||||
| Gross Profit / (Loss) | 98,044 | 10,239 | 1,805 | 36,881 | 12,547 | 159,516 | (4,106 | ) | 1,227 | 6,739 | 163,376 | |||||||||
| Gains from disposal of farmlands | - | - | - | - | - | - | 53,988 | - | - | 53,988 | ||||||||||
| General and administrative expenses | (52,038 | ) | (9,277 | ) | (2,113 | ) | (24,733 | ) | (2,987 | ) | (91,148 | ) | (387 | ) | (7,078 | ) | (2,795 | ) | (101,408 | ) |
| Selling expenses | (63,139 | ) | (7,982 | ) | (1,094 | ) | (2,907 | ) | (1,017 | ) | (76,139 | ) | (6,210 | ) | (13,118 | ) | (3,967 | ) | (99,434 | ) |
| Management fees | - | - | - | - | - | - | - | - | (9,388 | ) | (9,388 | ) | ||||||||
| Other operating results | 2,007 | (1,843 | ) | (411 | ) | (90 | ) | (581 | ) | (918 | ) | (75 | ) | (1,353 | ) | 85 | (2,261 | ) | ||
| (Loss) / Profit from Operations | (15,126 | ) | (8,863 | ) | (1,813 | ) | 9,151 | 7,962 | (8,689 | ) | 43,210 | (20,322 | ) | (9,326 | ) | 4,873 | ||||
| Share of profit / (loss) of associates | 4,809 | - | - | - | - | 4,809 | - | - | 712 | 5,521 | ||||||||||
| Segment (Loss) / Profit | (10,317 | ) | (8,863 | ) | (1,813 | ) | 9,151 | 7,962 | (3,880 | ) | 43,210 | (20,322 | ) | (8,614 | ) | 10,394 | ||||
| Investment properties | - | - | - | - | 25,292 | 25,292 | - | - | - | 25,292 | ||||||||||
| Property, plant and equipment | 1,224,756 | 137,004 | 21,014 | 316,602 | 382 | 1,699,758 | - | 20,660 | 13,256 | 1,733,674 | ||||||||||
| Trading properties | - | - | - | - | - | - | 4,678 | - | - | 4,678 | ||||||||||
| Goodwill | 4,646 | - | - | 2,084 | - | 6,730 | - | - | 796 | 7,526 | ||||||||||
| Biological assets | 366,043 | 222,273 | - | 103,993 | - | 692,309 | - | 71 | 2,838 | 695,218 | ||||||||||
| Inventories | 64,348 | 8,846 | - | - | - | 73,194 | - | - | 86,879 | 160,073 | ||||||||||
| Investments in associates | 26,979 | - | - | - | - | 26,979 | - | - | 2,420 | 29,399 | ||||||||||
| Total segment assets | 1,686,772 | 368,123 | 21,014 | 422,679 | 25,674 | 2,524,262 | 4,678 | 20,731 | 106,189 | 2,655,860 |
48
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment information (Continued)
| Agriculture | ||||||||||||||||||||
| Crops | Cattle | Milk | Sugarcane | Agriculture leases and Services | Agriculture Subtotal | Land transformation and sales | Agro-industrial | Other segments | Total agricultural business (i) | |||||||||||
| Group revenues | 346,947 | 94,565 | 22,908 | 87,013 | 20,135 | 571,568 | - | 99,856 | 34,043 | 705,467 | ||||||||||
| Group costs | (620,070 | ) | (119,785 | ) | (42,379 | ) | (101,791 | ) | (1,441 | ) | (885,466 | ) | (3,677 | ) | (110,227 | ) | (29,880 | ) | (1,029,250 | ) |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 382,186 | 56,190 | 24,889 | 8,553 | - | 471,818 | - | - | (52 | ) | 471,766 | |||||||||
| Changes in net realizable value of agricultural produce after harvest | (13,507 | ) | 196 | - | - | - | (13,311 | ) | - | - | - | (13,311 | ) | |||||||
| Gross Profit / (Loss) | 95,556 | 31,166 | 5,418 | (6,225 | ) | 18,694 | 144,609 | (3,677 | ) | (10,371 | ) | 4,111 | 134,672 | |||||||
| Gains from disposal of farmlands | - | - | - | - | - | - | 27,762 | - | - | 27,762 | ||||||||||
| General and administrative expenses | (51,223 | ) | (10,350 | ) | (2,038 | ) | (20,415 | ) | (2,566 | ) | (86,592 | ) | (352 | ) | (5,916 | ) | (3,776 | ) | (96,636 | ) |
| Selling expenses | (53,657 | ) | (8,058 | ) | (886 | ) | - | (947 | ) | (63,548 | ) | (1,015 | ) | (6,995 | ) | (2,840 | ) | (74,398 | ) | |
| Management fees | - | - | - | - | - | - | - | - | (7,458 | ) | (7,458 | ) | ||||||||
| Other operating results | (14,133 | ) | (2,174 | ) | (424 | ) | (13 | ) | (533 | ) | (17,277 | ) | (73 | ) | (116 | ) | 74 | (17,392 | ) | |
| Profit / (Loss) from Operations | (23,457 | ) | 10,584 | 2,070 | (26,653 | ) | 14,648 | (22,808 | ) | 22,645 | (23,398 | ) | (9,889 | ) | (33,450 | ) | ||||
| Share of profit / (loss) of associates | 3,405 | - | - | (267 | ) | - | 3,138 | - | - | (204 | ) | 2,934 | ||||||||
| Segment (Loss) / Profit | (20,052 | ) | 10,584 | 2,070 | (26,920 | ) | 14,648 | (19,670 | ) | 22,645 | (23,398 | ) | (10,093 | ) | (30,516 | ) |
49
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment information (Continued)
(II) Urban properties and investments
The following tables present the reportable segments of the urban properties and investments line of business of the Group:
| Shopping Center Properties | Offices | Sales and developments | Hotel | International | Financial operations and others | Total urban and investment properties (II) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Group revenues | 1,183,590 | 213,084 | 117,178 | 174,694 | 25,632 | 1,100 | 1,715,278 | |||||||
| Group costs | (569,449 | ) | (88,712 | ) | (89,214 | ) | (126,824 | ) | (20,361 | ) | (1,338 | ) | (895,898 | ) |
| Gross Profit / (Loss) | 614,141 | 124,372 | 27,964 | 47,870 | 5,271 | (238 | ) | 819,380 | ||||||
| Results from disposal of investment properties | - | (2,544 | ) | 64,019 | - | - | - | 61,475 | ||||||
| General and administrative expenses | (46,819 | ) | (31,389 | ) | (28,111 | ) | (36,526 | ) | (9,105 | ) | (216 | ) | (152,166 | ) |
| Selling expenses | (39,023 | ) | (8,667 | ) | (12,609 | ) | (21,124 | ) | - | (187 | ) | (81,610 | ) | |
| Other operating results | (17,590 | ) | (2,120 | ) | (8,419 | ) | 456 | 134,487 | (616 | ) | 106,198 | |||
| Profit / (Loss) from Operations | 510,709 | 79,652 | 42,844 | (9,324 | ) | 130,653 | (1,257 | ) | 753,277 | |||||
| Share of profit / (loss) of associates | - | - | 1,478 | (4 | ) | (58,446 | ) | 62,468 | 5,496 | |||||
| Segment Profit / (Loss) | 510,709 | 79,652 | 44,322 | (9,328 | ) | 72,207 | 61,211 | 758,773 | ||||||
| Investment properties | 2,093,644 | 901,999 | 606,506 | - | 710,525 | 8,225 | 4,320,899 | |||||||
| Property, plant and equipment | 13,636 | 30,229 | 3,795 | 183,347 | 199 | - | 231,206 | |||||||
| Trading properties | 1,484 | 113 | 146,698 | - | 81,691 | - | 229,986 | |||||||
| Goodwill | 1,666 | 19,971 | - | - | 48,547 | - | 70,184 | |||||||
| Inventories | 10,140 | - | 511 | 5,984 | - | - | 16,635 | |||||||
| Investments in associates | - | - | 42,337 | 21,252 | 691 | 1,076,765 | 1,141,045 | |||||||
| Total segment assets | 2,120,570 | 952,312 | 799,847 | 210,583 | 841,653 | 1,084,990 | 6,009,955 |
50
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment information (Continued)
| Shopping Center Properties | Offices | Sales and developments | Hotels | International | Financial operation and others | Total urban properties and investment (II) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Group revenues | 969,781 | 184,844 | 89,457 | 130,020 | - | 4,169 | 1,378,271 | |||||||
| Group costs | (470,535 | ) | (72,864 | ) | (52,607 | ) | (84,161 | ) | - | (1,917 | ) | (682,084 | ) | |
| Gross Profit | 499,246 | 111,980 | 36,850 | 45,859 | - | 2,252 | 696,187 | |||||||
| Gain from disposal of investment properties | - | - | 42,737 | - | - | - | 42,737 | |||||||
| General and administrative expenses | (42,166 | ) | (25,445 | ) | (24,965 | ) | (27,200 | ) | (5,807 | ) | (182 | ) | (125,765 | ) |
| Selling expenses | (29,989 | ) | (6,258 | ) | (10,914 | ) | (16,554 | ) | - | 1,793 | (61,922 | ) | ||
| Other operating results | (4,058 | ) | (6,356 | ) | (2,544 | ) | (1,531 | ) | (333 | ) | 1,033 | (13,789 | ) | |
| Profit / (Loss) from Operations | 423,033 | 73,921 | 41,164 | 574 | (6,140 | ) | 4,896 | 537,448 | ||||||
| Share of profit / (loss) of associates | - | - | 632 | 89 | (44,007 | ) | 56,978 | 13,692 | ||||||
| Segment Profit / (Loss) | 423,033 | 73,921 | 41,796 | 663 | (50,147 | ) | 61,874 | 551,140 |
51
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment information (Continued)
The following tables present a reconciliation between the total results of segment operations and the results of operations as per the statement of income. The adjustments relate to the presentation of the results of operations of joint ventures accounted for under the equity method under IFRS.
| Total Segment Information | Adjustment for share of profit / (loss) of joint ventures | Total Statement of Income | ||||
|---|---|---|---|---|---|---|
| Group revenues | 2,463,866 | (114,009 | ) | 2,349,857 | ||
| Group costs | (2,223,002 | ) | 97,078 | (2,125,924 | ) | |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 734,949 | (1,423 | ) | 733,526 | ||
| Changes in net realizable value of agricultural produce after harvest | 6,943 | 101 | 7,044 | |||
| Gross Profit / (Loss) | 982,756 | (18,253 | ) | 964,503 | ||
| Gains from disposal of investment properties | 61,475 | - | 61,475 | |||
| Gains from disposal of farmlands | 53,988 | - | 53,988 | |||
| General and administrative expenses | (253,574 | ) | 2,833 | (250,741 | ) | |
| Selling expenses | (181,044 | ) | 8,755 | (172,289 | ) | |
| Management fees | (9,388 | ) | - | (9,388 | ) | |
| Other operating results | 103,937 | 1,749 | 105,686 | |||
| Profit / (Loss) from Operations Before Share of Associates and Joint Ventures | 758,150 | (4,916 | ) | 753,234 | ||
| Share of profit of associates and joint ventures | 11,017 | 3,704 | 14,721 | |||
| Profit / (Loss) from Operations Before Financing and Taxation | 769,167 | (1,212 | ) | 767,955 |
52
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Segment information (Continued)
| Total Segment Information | Adjustment for share of profit / (loss) of joint ventures | Total Statement of Income | ||||
|---|---|---|---|---|---|---|
| Group revenues | 2,083,738 | (51,418 | ) | 2,032,320 | ||
| Group costs | (1,711,334 | ) | 43,357 | (1,667,977 | ) | |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 471,766 | (9,125 | ) | 462,641 | ||
| Changes in net realizable value of agricultural produce after harvest | (13,311 | ) | - | (13,311 | ) | |
| Gross Profit / (Loss) | 830,859 | (17,186 | ) | 813,673 | ||
| Gain from disposal of investment properties | 42,737 | - | 42,737 | |||
| Gains from disposal of farmlands | 27,762 | - | 27,762 | |||
| General and administrative expenses | (222,401 | ) | 2,752 | (219,649 | ) | |
| Selling expenses | (136,320 | ) | 5,897 | (130,423 | ) | |
| Management fees | (7,458 | ) | - | (7,458 | ) | |
| Other operating results | (31,181 | ) | 2,355 | (28,826 | ) | |
| Profit / (Loss) from Operations Before Share of Associates and Joint Ventures | 503,998 | (6,182 | ) | 497,816 | ||
| Share of profit / (loss) of associates and joint ventures | 16,626 | (4,366 | ) | 12,260 | ||
| Profit / (Loss) from Operations Before Financing and Taxation | 520,624 | (10,548 | ) | 510,076 |
- Information about main subsidiaries
The Group conducts its business through several operating and holding subsidiaries which are listed in Note 1.3 of Exhibit I. The Group considers that the subsidiaries below are the ones with non-controlling interests material to the Group.
53
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Information about principal subsidiaries (Continued)
Set out below is the summarized financial information for each subsidiary that has non-controlling interests that are material to the Group:
Summarized statements of financial position
| 03.31.13 | 06.30.12 | 07.01.11 | 03.31.13 | 06.30.12 | 07.01.11 | 03.31.13 | 06.30.12 | 07.01.11 | |
|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||
| Non-current assets | 2,085,131 | 1,954,917 | 1,858,277 | 6,868,010 | 6,050,293 | 5,812,347 | 1,197,705 | 1,114,700 | 1,275,069 |
| Current assets | 774,762 | 548,949 | 521,078 | 1,242,841 | 839,328 | 819,565 | 662,032 | 490,721 | 660,824 |
| Total assets | 2,859,893 | 2,503,866 | 2,379,355 | 8,110,851 | 6,889,621 | 6,631,912 | 1,859,737 | 1,605,421 | 1,935,893 |
| Liabilities | |||||||||
| Non-current liabilities | 1,012,703 | 973,319 | 909,950 | 3,258,906 | 2,644,108 | 2,372,540 | 140,448 | 147,799 | 163,475 |
| Current liabilities | 752,328 | 558,024 | 536,651 | 1,527,731 | 1,205,744 | 1,176,759 | 270,085 | 248,068 | 295,517 |
| Total liabilities | 1,765,031 | 1,531,343 | 1,446,601 | 4,786,637 | 3,849,852 | 3,549,299 | 410,533 | 395,867 | 458,992 |
| Net assets | 1,094,862 | 972,523 | 932,754 | 3,324,214 | 3,039,769 | 3,082,613 | 1,449,204 | 1,209,554 | 1,476,901 |
Summarized statements of income and statements of comprehensive income
| March 31, 2013 | March 31, 2012 | March 31, 2013 | March 31, 2012 | March 31, 2013 | March 31, 2012 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 1,196,747 | 1,011,288 | 1,604,059 | 1,328,523 | 205,990 | 196,149 | |||||
| Profit before income tax | 403,874 | 410,493 | 460,354 | 286,767 | 12,688 | 13,002 | |||||
| Income tax expense | (143,168 | ) | (140,014 | ) | (81,093 | ) | (91,296 | ) | 1,761 | 6,942 | |
| Profit for the period | 260,706 | 270,479 | 379,261 | 195,471 | 14,449 | 19,944 | |||||
| Other comprehensive income / (loss) | - | - | 40,306 | 10,955 | 173,498 | (132,686 | ) | ||||
| Total comprehensive income | 260,706 | 270,479 | 419,567 | 206,426 | 187,947 | (112,742 | ) | ||||
| Profit / (loss) attributable to non-controlling interest | 14,937 | 9,762 | 62,016 | 17,726 | - | (2,522 | ) |
54
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Information about principal subsidiaries (Continued)
Summarized cash flows
| March 31, 2013 | March 31, 2012 | March 31, 2013 | March 31, 2012 | March 31, 2013 | March 31, 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flow from operating activities | ||||||||||||
| Net cash generated from operating activities | 471,211 | 420,863 | 563,836 | 515,215 | (58,278 | ) | 50,013 | |||||
| Cash flow from investing activities | ||||||||||||
| Net cash generated from (used in) investing activities | (315,597 | ) | (135,721 | ) | (236,613 | ) | (247,592 | ) | 108,998 | (63,061 | ) | |
| Cash flow from financing activities | ||||||||||||
| Net cash used in financing activities | (80,012 | ) | (247,480 | ) | (164,652 | ) | (326,264 | ) | (16,435 | ) | (73,271 | ) |
| Net increase / (decrease) in cash and cash equivalents | 75,602 | 37,662 | 162,571 | (58,641 | ) | 34,285 | (86,319 | ) | ||||
| Cash and cash equivalents at beginning of period | 102,698 | 145,552 | 259,169 | 301,559 | 151,064 | 357,018 | ||||||
| Foreign exchange gain (loss) on cash and cash equivalents | 3,776 | (4,177 | ) | (22,464 | ) | 11,840 | 15,991 | (31,064 | ) | |||
| Cash and cash equivalents at end of period | 182,076 | 179,037 | 399,276 | 254,758 | 201,340 | 239,635 |
(i) Includes consolidated financial information of APSA.
The information above is the corresponding to balances and transactions before inter-company eliminations.
55
- Interests in joint ventures
As of March 31, 2013 the joint ventures of the Group are Cresca, Canteras Natal Crespo S.A., Cyrsa S.A., Puerto Retiro S.A., Baicom Networks S.A., Quality Invest S.A., Nuevo Puerto Santa Fe S.A. (NPSF) and Entertainment Holdings S.A.. The shares in these joint ventures are not publicly traded.
As of June 30, 2012, the joint ventures of the Group were Canteras Natal Crespo S.A., Cyrsa S.A., Puerto Retiro S.A., Baicom Networks S.A., Quality Invest S.A. and NPSF.
As noted Note 4, APSA acquired shares of common stock, representing 50% of Entertainment Holdings S.A. (“EH”)´s capital stock and votes and as a consequence APSA holds a jointly indirect interest in LRSA of 25% which operates the fairground Predio Ferial de Buenos Aires.
In connection with the Fairground, as publicly known, in December 2012 the Executive Branch issued Executive Order 2,552/12 that annulled an executive order dated 1991 which approved the sale of the Fairground to the SRA; the effect of this new order was to revoke the sale transaction. Subsequent to December 21, 2012, the Executive Branch notified the SRA of said executive order and further ordered that the property be returned to the Federal Government within 30 subsequent days. Then, the SRA issued a press release publicly disclosing the initiation of legal actions.
Neither has APSA been served notice formally nor is it a party involved in the legal actions brought by the SRA.
As of the date of these Unaudited Condensed Interim Consolidated Financial Statements, the above mentioned legal matters resulted in certain delays in gathering the information necessary to register the acquisition pursuant to IFRS 3. However, APSA has strived to complete the allocation of the preliminary price paid based on its fair value estimates made on the information available to date. Therefore, values included are preliminary and are subject to change. The Company expects to finalize this process by June 30, 2013.
56
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Interests in joint ventures (Continued)
Changes in the Group’s investments in joint ventures for the nine-month period ended as of March 31, 2013 and for the year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 260,994 | 235,365 | ||
|---|---|---|---|---|
| Acquisition of joint ventures | 32,024 | 62,486 | ||
| Capital contribution | 29,606 | 14,461 | ||
| Disposal of joint ventures | - | (19,448 | ) | |
| Share of profit / (loss) | 3,704 | (31,586 | ) | |
| Exchange differences | (12,627 | ) | (284 | ) |
| End of the period / year | 313,701 | 260,994 |
- Interests in associates
As of June 30, 2012, the associates of the Group were New Lipstick LLC, Rigby 183 LLC, BHSA, Tarshop S.A., Manibil S.A., Lipstick Management LLC, Banco de Crédito and Securitización S.A. ("BACS"), Bitania 26 S.A., Agrouranga S.A. and Agromanagers S.A..
As of December 31, 2012, Rigby 183 LLC began to be reported on a consolidated basis and ceased to be an affiliate, thus as of March 31, 2013, the associates of the Group are New Lipstick LLC, BHSA, Tarshop S.A., Manibil S.A., Lipstick Management LLC, BACS, Bitania 26 S.A., Agrouranga S.A. and Agromanagers S.A..
The evolution of the Group’s investments in associates for the nine-month period ended as of March 31, 2013 and for the year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 1,239,566 | 1,203,490 | ||
|---|---|---|---|---|
| Acquisition of associates | - | 8,239 | ||
| Capital contribution | 10,319 | - | ||
| Business combinations | (103,315 | ) | - | |
| Share of profit | 11,017 | 34,382 | ||
| Exchange differences | 20,301 | (3,246 | ) | |
| Dividend payments | (37,387 | ) | (3,299 | ) |
| End of the period / year | (*) 1,140,501 | 1,239,566 |
(*) Includes a balance of Ps. (29,944) reflecting interests in companies with negative equity as of March 31, 2013 which is reclassified to “Provisions” (see Note 22).
57
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Investment properties
The evolution of the Group’s investment properties for the nine-month period ended as of March 31, 2013 and for the year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 3,463,941 | 3,553,647 | ||
|---|---|---|---|---|
| Exchange differences | 44,092 | - | ||
| Acquisition of subsidiaries | 679,219 | - | ||
| Additions | 159,010 | 110,611 | ||
| Reclassifications of Property, plant and equipment | 10,081 | 1,873 | ||
| Disposals | (30,059 | ) | (58,324 | ) |
| Depreciation charge (a) | (148,125 | ) | (143,866 | ) |
| Reclassifications to trading properties | (811 | ) | - | |
| End of the period / year | 4,177,348 | 3,463,941 |
(a) Depreciation charges of investment properties were included in “Group Costs” in the Statement of Income (Note 28).
The following amounts have been recognized in the statement of income:
| Leases and service income | 1,450,059 | 1,179,284 | |
|---|---|---|---|
| Direct operating expenses | (693,940 | ) | 566,989 |
| Gain from disposal of investment properties | 61,475 | 42,737 |
58
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Property, plant and equipment
The evolution of the Group’s property, plant and equipment for the nine-month period ended as of March 31, 2013 and for the year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 1,872,920 | 1,976,970 | ||
|---|---|---|---|---|
| Exchange difference | 127,664 | (148,144 | ) | |
| Additions | 93,709 | 178,556 | ||
| Reclassifications to property, plant and equipment and trading properties | (13,899 | ) | (1,873 | ) |
| Disposals | (126,102 | ) | (62,096 | ) |
| Depreciation charge (i) | (58,963 | ) | (70,493 | ) |
| End of the period / year | 1,895,329 | 1,872,920 |
(i) For the nine-month period ended as of March 31, 2013 and 2012, depreciation charges of property, plant and equipment were included in “General and administrative expenses” and “Group Costs“ in the Statement of Income (Note 28).
- Trading properties
The evolution of the Group’s trading property for the nine-month period ended as of March 31, 2013 and for the year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 181,001 | 186,462 | ||
|---|---|---|---|---|
| Exchange differences | 13,610 | - | ||
| Additions | 6,643 | 14,714 | ||
| Reclassification of property, plant and equipment and investment properties | 4,678 | - | ||
| Disposals | (5,018 | ) | (20,175 | ) |
| End of the period / year | 200,914 | 181,001 |
59
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Intangible assets
The evolution of the Group’s intangible assets for the nine-month period ended as of March 31, 2013 and for the year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 75,077 | 80,457 | ||
|---|---|---|---|---|
| Exchange differences | 5,326 | (2,195 | ) | |
| Additions | 1,184 | 4,095 | ||
| Acquisition of subsidiaries | 45,723 | - | ||
| Disposals | (154 | ) | (6,217 | ) |
| Amortization charge (i) | (3,945 | ) | (1,063 | ) |
| End of the period / year | 123,211 | 75,077 |
(i) Amortization charges are included in “General and administrative expenses” in the Statement of Income (Note 28). There were no impairment charges for any of the periods presented.
- Biological assets
The evolution of the Group’s biological assets for the nine-month period ended as of March 31, 2013 and for the year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 363,459 | 433,103 | ||
|---|---|---|---|---|
| Increase due to purchases | 7,517 | 18,467 | ||
| Initial recognition and changes in fair value of biological assets | 707,227 | 667,289 | ||
| Decrease due to harvest | (341,699 | ) | (613,438 | ) |
| Decrease due to sales | (55,264 | ) | (128,172 | ) |
| Decrease due to consumes | (948 | ) | (1,624 | ) |
| Exchange differences | 12,266 | (12,166 | ) | |
| End of the period / year | 692,558 | 363,459 |
60
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Biological assets (Continued)
Biological assets as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Classification | ||||
|---|---|---|---|---|
| Non-current | ||||
| Cattle for dairy production | Production | 26,133 | 25,894 | 22,269 |
| Breeding cattle | Production | 160,049 | 146,169 | 171,638 |
| Sugarcane | Production | 103,993 | 96,388 | 126,867 |
| Others | Production | 8,991 | 9,757 | 5,090 |
| Non-current biological assets | 299,166 | 278,208 | 325,864 | |
| Current | ||||
| Cattle for dairy production | Consumable | 174 | 93 | 5 |
| Cattle for sale | Consumable | 27,309 | 36,116 | 44,619 |
| Crops | Consumable | 365,122 | 48,209 | 62,109 |
| Others | Consumable | 787 | 833 | 506 |
| Current biological assets | 393,392 | 85,251 | 107,239 | |
| Total biological assets | 692,558 | 363,459 | 433,103 |
- Inventories
Group’s inventories as of March 31, 2013, June 30, 2012 and July 1 st , 2011 were as follows:
| Current | |||
| Crops | 60,922 | 153,516 | 238,451 |
| Materials and inputs | 87,742 | 81,326 | 111,547 |
| Seeds and fodder | 9,632 | 13,577 | 8,315 |
| Hotel supplies | 5,984 | 2,654 | 3,789 |
| Beef | 8,538 | - | 5,898 |
| Others | - | 2,374 | 3,268 |
| Current inventories | 172,818 | 253,447 | 371,268 |
| Total inventories | 172,818 | 253,447 | 371,268 |
61
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Trade and other receivables
Group’s trade and other receivables, as of March 31, 2013, June 30, 2012 and July 1 st , 2011 were as follows:
| Non-current | ||||||
| Leases and services receivable | 64,097 | 54,548 | 27,498 | |||
| Receivables from sale of agriculture products | - | - | 3,519 | |||
| Property sales receivable | 29,418 | 41,587 | 16,785 | |||
| Allowance for doubtful accounts | (2,208 | ) | (2,208 | ) | (2,208 | ) |
| Non-current trade receivables | 91,307 | 93,927 | 45,594 | |||
| Prepayments | 5,141 | 3,630 | 3,114 | |||
| VAT receivables | 55,428 | 54,065 | 82,290 | |||
| Minimum Presumed Income tax ("MPIT") | 185,699 | 156,892 | 123,854 | |||
| Other tax receivables | 68,056 | 51,059 | 1,067 | |||
| Guarantee deposits (i) | - | 54,843 | 55,975 | |||
| Advances for the purchase of interest in associates | - | - | 18,761 | |||
| Others | 4,619 | 135 | 7,964 | |||
| Non-current other receivables | 318,943 | 320,624 | 293,025 | |||
| Related parties (Note 33) | 55,808 | 39,510 | 22,022 | |||
| Non-current trade and other receivables | 466,058 | 454,061 | 360,641 | |||
| Current | ||||||
| Consumer financing receivables | 16,261 | 15,991 | 75,117 | |||
| Leases and services receivable | 194,039 | 183,796 | 118,870 | |||
| Receivables from sale of agriculture products and farmlands leases | 184,480 | 178,244 | 183,099 | |||
| Receivables from hotel operations | 28,792 | 14,106 | 9,954 | |||
| Deferred checks received | 202,325 | 136,118 | 103,631 | |||
| Notes receivable | 4,808 | 8,361 | 5,987 | |||
| Debtors under legal proceedings | 47,001 | 46,530 | 49,549 | |||
| Property sales receivable (ii) | 56,128 | 42,098 | 34,402 | |||
| Less: allowance for doubtful accounts | (75,893 | ) | (70,140 | ) | (119,600 | ) |
| Current trade receivables | 657,941 | 555,104 | 461,009 | |||
| Prepayments | 90,031 | 58,906 | 64,923 | |||
| VAT receivables | 31,393 | 32,528 | 67,149 | |||
| Gross sales tax credit | 4,627 | 10,334 | 8,263 | |||
| Income tax credit | 17,319 | 28,604 | 75,890 | |||
| Minimum Presumed Income tax ("MPIT") | 166 | 158 | 226 | |||
| Other tax receivables | 35,934 | 13,305 | - | |||
| Loans granted | 8,098 | 6,164 | - | |||
| Expenses and services to recover | 3,584 | 8,610 | - | |||
| Suppliers advances | 50,550 | 107,236 | 24,720 | |||
| Guarantee deposits | 9 | 9,789 | 633 | |||
| Dividends received | 4,726 | 3,442 | - | |||
| Others | 7,527 | 23,949 | 16,763 | |||
| Less: allowance for doubtful accounts | (201 | ) | (132 | ) | (92 | ) |
| Current other receivables | 253,763 | 302,893 | 258,475 | |||
| Related parties (Note 33) | 53,209 | 30,067 | 36,058 | |||
| Current trade and other receivables | 964,913 | 888,064 | 755,542 | |||
| Total trade and other receivables | 1,430,971 | 1,342,125 | 1,116,183 |
(i) Guarantee deposits relate to certain long-term loans incurred by Brasilagro.
(ii) Property sales receivables primarily comprise trading properties and investment properties.
62
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Trade and other receivables (Continued)
The evolution of the Group’s allowance for doubtful accounts were as follows:
| Beginning of the period / year | (72,480 | ) | (121,900 | ) |
|---|---|---|---|---|
| Charge of the period | (26,127 | ) | (19,117 | ) |
| Unused amounts reversed | 19,184 | 8,590 | ||
| Used during the period/year | 1,260 | 58,916 | ||
| Receivables written off | 235 | 1,031 | ||
| Exchange differences | (374 | ) | - | |
| End of the period / year | (78,302 | ) | (72,480 | ) |
The creation and release of provision for impaired receivables have been included in “Selling expenses” in the statement of income (Note 28). Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.
63
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Investment in financial assets
Group’s investment in financial assets as of March 31, 2013, June 30, 2012 and July 1 st , 2011 were as follows:
| Non-current | |||
| Investment in equity securities in TGLT | 53,512 | 65,131 | 68,657 |
| Investment in equity securities in Hersha | 397,982 | 432,771 | 355,942 |
| Preferred shares of Supertel | 155,023 | 117,488 | - |
| Ordinary shares of Supertel | 529 | - | - |
| Other securities in public companies | 115 | 375 | 362 |
| Don Mario S.G.R. | 10,060 | 10,000 | - |
| Shares | 1,070 | 918 | 1,191 |
| Total Non-current | 618,291 | 626,683 | 426,152 |
| Current | |||
| Mutual funds (Note 33) | 354,003 | 59,889 | 59,064 |
| Investment in equity securities in Hersha | 25,898 | - | - |
| Don Mario S.G.R. | 1,134 | - | - |
| Corporate bonds | 22,330 | - | - |
| Corporate Notes – Related Parties | 5,021 | - | - |
| Other securities in public companies | 30 | 11,675 | 2,924 |
| Government bonds | 23,852 | 505 | 477 |
| Guarantee notes | 50,482 | - | - |
| Other investments | 531 | - | - |
| Total Current | 483,281 | 72,069 | 62,465 |
| Total Investment in financial assets | 1,101,572 | 698,752 | 488,617 |
64
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Derivative financial instruments
Group’s derivative financial instruments as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Assets | |||
| Non-current | |||
| Commodities | 1,292 | - | - |
| Hersha call option | - | - | 60,442 |
| Supertel warrants | 23,824 | 18,434 | - |
| Total non-current | 25,116 | 18,434 | 60,442 |
| Current | |||
| Commodities | 38,636 | 1,080 | 9,878 |
| Foreign-currency contracts | 613 | 540 | 7,221 |
| Swaps | - | 958 | 1,867 |
| Total current | 39,249 | 2,578 | 18,966 |
| Total assets | 64,365 | 21,012 | 79,408 |
| Liabilities | |||
| Non-current | |||
| Commodities | - | 22,338 | - |
| Foreign-currency contracts | 216 | 521 | - |
| Total non-current | 216 | 22,859 | - |
| Current | |||
| Commodities | 17,011 | 59 | 7,055 |
| Foreign-currency contracts | 1,348 | 18,499 | 1,298 |
| Total Current | 18,359 | 18,558 | 8,353 |
| Total liabilities | 18,575 | 41,417 | 8,353 |
65
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Cash flow information
The following table shows the amounts of cash and cash equivalents as of March 31, 2013, June 30, 2012 and July 1, 2011:
| Cash at bank and on hand | 408,518 | 315,062 | 186,694 |
|---|---|---|---|
| Short-term bank deposits | 141,583 | 104,077 | 233,697 |
| Mutual funds | 90,401 | 52,783 | 274,161 |
| Total cash and cash equivalents | 640,502 | 471,922 | 694,552 |
Following is a detailed description of cash flows generated by the Group’s operations for the years ended as of March 31, 2013 and 2012.
| Profit for the period | 263,194 | 93,159 | ||
|---|---|---|---|---|
| Adjustments for : | ||||
| Income tax expense | 24,606 | 41,581 | ||
| Depreciation and amortization | 211,033 | 171,880 | ||
| Gain from disposal of investment property | (61,475 | ) | (42,737 | ) |
| Gain from disposal of farmlands | (53,988 | ) | (27,762 | ) |
| Gain from disposal of property, plant and equipment | (199 | ) | (169 | ) |
| Gain on the revaluation of receivables arising from the sale of farmland | (4,726 | ) | (6,343 | ) |
| Release of investment property and property, plant and equipment | 939 | - | ||
| Dividends income | (14,329 | ) | (9,863 | ) |
| Share-based payments | 9,720 | 4,598 | ||
| (Gain) / Loss from derivative financial instruments (unrealized) | (25,567 | ) | 3,422 | |
| Changes in fair value of investments in financial assets | (152,539 | ) | (14,523 | ) |
| Interest expense, net | 307,595 | 298,746 | ||
| Changes in fair value of biological assets and agricultural produce at the point of harvest (unrealized) | (652,057 | ) | (447,605 | ) |
| Changes in net realizable value of agricultural produce after harvest | (7,044 | ) | 13,311 | |
| Provisions and allowances | 83,187 | 47,009 | ||
| Share of (profit) / loss of associates and joint ventures | (14,721 | ) | (12,260 | ) |
| Unrealized foreign exchange, net | 323,750 | 135,854 | ||
| Result from purchase of subsidiaries | (137,062 | ) | - | |
| Changes in operating assets and liabilities | ||||
| Decrease in biological assets | 469,981 | 253,679 | ||
| Decrease in inventories | 32,356 | 230,729 | ||
| Increase in restricted assets | (12,542 | ) | - | |
| Increase in trading properties | (1,659 | ) | (6,032 | ) |
| (Increase) Decrease in trade and other receivables | (35,306 | ) | 201,315 | |
| Increase in derivative financial instruments | (37,903 | ) | - | |
| Increase (decrease) in trade and other payables and provisions | 148,852 | (295,950 | ) | |
| Decrease in payroll and social security liabilities | (14,886 | ) | (11,817 | ) |
| Net cash generated from operating activities before income tax paid | 649,210 | 620,222 |
66
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Cash flow information (Continued)
The following table shows a detail of non-cash transactions occurred in the periods ended as of March 31, 2013 and 2012:
| Equity settled compensation | 4,533 | 2,539 | ||
|---|---|---|---|---|
| Reimbursement of expired dividends | 1,008 | - | ||
| Dividends payable | (121,151 | ) | - | |
| Conversion of non-convertible bonds net | 126 | - | ||
| Transferences of property, plant and equipment to investment property | (8,565 | ) | - | |
| Increase in property, plant and equipment through an increase in trade and other payables | - | (8,268 | ) | |
| Decrease in intangible assets through a decrease in trade and other payables | - | 1,153 | ||
| Increase in trading properties through a decrease in property, plant and equipment and investment properties | 4,678 | - | ||
| Increase in trade and other receivables through a decrease in property, plant and equipment | - | 51,758 | ||
| Increase in investments in financial assets through an increase in borrowings | 18,767 | - |
67
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Trade and other payables
Group’s trade and other payables as of March 31, 2013, June 30, 2012 and July 1 st , 2011 were as follows:
| Non-current | |||
| Trade payables | - | 4 | 47 |
| Leases payments received in advanced | 155,501 | 131,222 | 122,372 |
| Guarantee deposits | 14,376 | 7,236 | 3,876 |
| Non-current trade payables | 169,877 | 138,462 | 126,295 |
| Other tax payables | 7,504 | 21,099 | 23,435 |
| Deferred income | 8,740 | 8,903 | - |
| Shareholders´ personal tax payable | 2,619 | - | - |
| Tax amnesty plan for payable taxes | 16,661 | - | - |
| Others | 372 | 315 | 5,976 |
| Non-current other payables | 35,896 | 30,317 | 29,411 |
| Related parties (Note 33) | 241 | 81 | 20 |
| Non-current trade and other payables | 206,014 | 168,860 | 155,726 |
| Current | |||
| Trade and other payables | 216,518 | 131,994 | 121,918 |
| Provisions | 113,316 | 99,468 | 115,626 |
| Leases and services payments received in advance | 276,914 | 55,290 | 203,769 |
| Current trade payables | 606,748 | 286,752 | 441,313 |
| Withholdings tax | 2,156 | 11,866 | 17,826 |
| Leases and service payments received in advance | 16,952 | 21,941 | 16,004 |
| Advances from customers | 3,098 | - | - |
| VAT payables | 23,514 | 26,371 | 21,642 |
| Gross sales tax payable | 404 | 4,365 | 2,889 |
| MPIT | 11,855 | 9,851 | 7,636 |
| Other tax payables | 34,864 | 9,450 | 4,048 |
| Tenant deposits | 7,503 | 8,940 | 3,978 |
| Deferred revenue | 3,791 | 135,364 | 1,075 |
| Dividends payable | 123,653 | 34,724 | 5 |
| Tax amnesty plan for payable taxes | 310 | 5,002 | 3,343 |
| Shareholders´ personal tax payable | 8,969 | - | 4,276 |
| Others | 6,291 | 5,642 | 8,098 |
| Current other payables | 243,360 | 273,516 | 90,820 |
| Related parties (Note 33) | 67,570 | 36,274 | 56,178 |
| Current trade and other payables | 917,678 | 596,542 | 588,311 |
| Total trade and other payables | 1,123,692 | 765,402 | 744,037 |
68
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Payroll and social security liabilities
Group’s Salaries and social security liabilities as of March 31, 2013, June 30, 2012 and July 1 st , 2011 were as follows:
| Non-current | |||
| Others | 737 | 783 | 635 |
| Non-current payroll and social security liabilities | 737 | 783 | 635 |
| Current | |||
| Provision for vacation and bonuses | 66,780 | 86,243 | 65,285 |
| Social security payable | 19,738 | 13,346 | 12,763 |
| Salaries payable | 3,080 | 2,869 | 1,367 |
| Others | 746 | 1,461 | 1,670 |
| Current payroll and social security liabilities | 90,344 | 103,919 | 81,085 |
| Total payroll and social security liabilities | 91,081 | 104,702 | 81,720 |
- Provisions
The table below shows the movements in the Group's provisions for other liabilities categorized by type of provision:
| At July 1, 2011 | 19,591 | 670 | - | 393 | 20,654 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Additions | 13,790 | 1,697 | - | 90 | 15,577 | ||||
| Used during period | (9,283 | ) | (797 | ) | - | (126 | ) | (10,206 | ) |
| Exchange difference | 463 | - | - | - | 463 | ||||
| At June 30, 2012 | 24,561 | 1,570 | - | 357 | 26,488 | ||||
| Additions | 13,438 | - | 29,944 | 5,797 | 49,179 | ||||
| Used during period | (5,056 | ) | (465 | ) | - | - | (5,521 | ) | |
| Currency restatements | 394 | - | - | - | 394 | ||||
| Exchange difference | 743 | - | - | 14 | 757 | ||||
| At March 31, 2013 | 34,080 | 1,105 | 29,944 | 6,168 | 71,297 |
The analysis of total provisions is as follows:
| Non-Current | 56,443 | 22,553 | 14,939 |
|---|---|---|---|
| Current | 14,854 | 3,935 | 5,715 |
| 71,297 | 26,488 | 20,654 |
69
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Borrowings
Group’s borrowings as of March 31, 2013, June 30, 2012 and July 1 st , 2011 were as follows:
| Secured/ unsecured | Currency | Fixed/ floating | Effective interest rate % | Nominal value (in millions) | Book value — March 31, 2013 | June 30, 2012 | July 1, 2011 | |
|---|---|---|---|---|---|---|---|---|
| Non-Current | ||||||||
| CRESUD NCN Class IV due 2013 | Unsecured | US$ | Fixed | 7.75 % | - | - | - | 18,314 |
| CRESUD NCN Class V due 2013 | Unsecured | Ps. | Floating | Badlar + 375 Basic Points | - | - | - | 70,927 |
| CRESUD NCN Class VI due 2013 (iv) | Unsecured | US$ | Fixed | 7.5 % | - | - | - | 99,286 |
| CRESUD NCN Class VII due 2013 | Unsecured | US$ | Floating | Premium | - | - | - | 8,209 |
| Embedded derivative on Cresud Class VII | - | - | 203 | |||||
| CRESUD NCN Class VIII due 2014 | Unsecured | US$ | Fixed | 7.5 % | 60 | 306,579 | 269,922 | - |
| CRESUD NCN Class IX due 2014 (i) | Unsecured | Ps. | Floating | Badlar + 300 Basic Points | - | - | 100,606 | - |
| CRESUD NCN Class X due 2014 (ii) | Unsecured | US$ | Fixed | 7.75 % | 31.5 | 52,616 | 138,474 | - |
| CRESUD NCN Class X – 2nd Tranche due 2014 | Unsecured | US$ | Fixed | 7.75 % | 30 | 51,369 | - | - |
| CRESUD NCN Class XI due 2015 | Unsecured | Ps. | Floating | Badlar + 375 Basic Points | 80.5 | 59,124 | 58,908 | - |
| CRESUD NCN Class XII due 2014 (iii) | Unsecured | Ps. | Floating | Badlar + 410 Basic Points | 102 | 101,599 | - | - |
| CRESUD NCN Class XIII due 2015 (iii) | Unsecured | US$ | Fixed | 1.90 % | 79 | 403,823 | - | - |
| IRSA NCN Class I due 2017 | Unsecured | US$ | Fixed | 8.50 % | 150 | 745,773 | 665,257 | 599,565 |
| IRSA NCN Class II due 2020 | Unsecured | US$ | Fixed | 11.50 % | 150 | 740,797 | 661,077 | 598,116 |
| IRSA NCN Class III due 2020 | Unsecured | Ps. | Floating | Badlar + 249 Basic Points | - | - | 51,032 | - |
| IRSA NCN Class IV due 2014 | Unsecured | US$ | Fixed | 7.45 % | - | - | 114,665 | - |
| APSA CN due 2014 | Unsecured | US$ | Fixed | 10 % | - | - | 38 | 4,640 |
| APSA NCN Class I due 2017 | Unsecured | US$ | Fixed | 8.00 % | 120 | 538,247 | 471,750 | 421,498 |
| Syndicated loan (x) | Unsecured | Ps. | Fixed | 15.01 % | 118 | 90,722 | - | - |
| Bank M&T Loan | Secured | US$ | Floating | Libor + 3.25% | 75 | 389,506 | - | - |
| Long term loans | Unsecured | US$ | Floating | Libor + 300 Basic Ponits o 6% (the higher) | 15 | 73,917 | 58,683 | 27,525 |
| Long term loans | Unsecured | Ps. | Floating | Rate Survey PF 30-59 days | 20 | 19,779 | - | - |
| Long term loans | Unsecured | Ps. | Fixed | 15.01 % | 24 | 15,816 | - | - |
| Long term loans | Secured | Rs. | Floating | TJLP + 1.95 to 3.10 and 5.5 to 10 | 20.5 | 18,728 | 29,617 | 40,645 |
| Long term loans | Secured | Rs. | Fixed | 7.23 % | 98.7 | 106,191 | 85,235 | 105,297 |
| Other long term loans (X) | 28,213 | - | - | |||||
| Seller financing (ix) | Unsecured | US$ | Fixed | 11.69 % | 258 | 1,238 | 1,530 | - |
| Seller financing (viii) | Secured | US$ | Fixed | 3.50 % and 5 % | 17.9 | 73,353 | 62,765 | 62,019 |
| Finance lease obligations | Secured | US$ | Fixed | 7.75 % | 8,678 | 363 | 528 | - |
| Non-current borrowings | 3,817,753 | 2,770,087 | 2,056,244 |
(i) Includes an outstanding balance of Ps. 2,160 and Ps. 3,840 with Emprendimiento Recoleta S.A. (“ERSA”) and Panamerican Mall S.A. (“PAMSA”), respectively as of 06.30.2012.
(ii) Includes an outstanding balance of Ps. 2,958 with ERSA as of 06/30/2012 and it includes a balance of Ps. 1,116 with ERSA as of 03.31.2013.
(iii) Includes an outstanding a balance of Ps. 7,560 and Ps. 13,440 with ERSA and PAMSA, respectively, as of 06.30.2012 and 03.31.2013.
(iv) Includes an outstanding balance of Ps. 5,659 with ERSA as of 06.30.2012.
(v) Includes an outstanding balance of Ps. 1,092 and Ps. 1,941 with ERSA and PAMSA, respectively, as of 06.30.2012. It includes an outstanding balance of Ps. 3,256 and Ps. 5,788 with ERSA and PAMSA, respectively as of 03.31.2013.
(vi) Includes an outstanding balance of Ps. 6 with ERSA as of 06.30.2012 and it includes a balance of Ps. 2,239 with ERSA as of 03.31.2013.
(vii) Includes an outstanding balance of Ps. 29 and Ps. 52 with ERSA and PAMSA, respectively, as of 06.30.2012. It includes an outstanding balance of Ps. 39 and Ps. 69 with ERSA and PAMSA, respectively, as of 03.31.2013. Correspond to Non-convertible Notes amortization to be accrued.
(viii) It includes debt incurred to fund the purchase of Soleil Factory net assets (investment property): mortgage loan in the amount of US$ 20.7 million at a fixed rate of 5% due on June 2017; debt incurred to fund the purchase of shares in Zetol S.A. (property for sale): Mortgage financing of US$ 7 million with a fixed 3.5% interest rate. The balance may be amortized at the seller’s option in cash upon delivery of units in the buildings to be constructed equal to 12% of the tradable area; and debt incurred to fund the purchase of shares in Nuevo Puerto Santa Fe S.A. (investment property): Financing of US$ 4.5 million paid in nineteen installments through February 2013.
(ix) Debt for purchase of shares of Arcos del Gourmet S.A. (intangible assets);
(x) On November 16, 2012, a syndicated loan has been entered into with various bank institutions, including Banco Hipotecario, in the amount of US$ 118 million. Principal of the loan shall be repaid in 9 quarterly consecutive installments. On December 12, 2012, a loan has been entered into with Banco Provincia de Buenos Aires in the amount of Ps. 29 million. Principal will be repaid in 9 consecutive quarterly installments beginning in December 2013.
70
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Borrowings (Continued)
| Secured/ unsecured | Currency | Fixed/ floating | Effective interest rate % | Nominal value (in millions) | Book value — March 31, 2013 | June 30, 2012 | July 1, 2011 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Current | ||||||||||
| CRESUD NCN Class III due 2012 | Unsecured | Ps. | Floating | Badlar + 400 Basic Points | - | - | - | 36,314 | ||
| CRESUD NCN Class IV due 2013 | Unsecured | US$ | Fixed | 7.75 % | - | - | 18,958 | 55,503 | ||
| CRESUD NCN Class V due 2013 | Unsecured | Ps. | Floating | Badlar + 375 Basic Points | - | - | 70,564 | 36,177 | ||
| CRESUD NCN Class VI due 2013 (iv) | Unsecured | US$ | Fixed | 7.5 % | - | - | 109,150 | 33,427 | ||
| CRESUD NCN Class VII due 2014 | Unsecured | US$ | Floating | 4 % + Premium Factor | - | - | 9,260 | 21 | ||
| Embedded derivative on Cresud Class VII | - | 64 | - | |||||||
| CRESUD ON Class VIII due 2014 | Unsecured | US$ | Fixed | 7.5 % | 60 | (33 | ) | 4,966 | - | |
| CRESUD ON Class IX due 2014 (v) | Unsecured | Ps. | Floating | Badlar + 300 Basic Points | 161 | 151,808 | 49,756 | - | ||
| CRESUD ON Class X due 2014(vi) | Unsecured | US$ | Fixed | 7.75 % | 31.5 | 104,724 | (375 | ) | - | |
| CRESUD NCN Class X – 2nd Tranche due 2014 | Unsecured | US$ | Fixed | 7.75 % | 30 | 104,481 | - | - | ||
| CRESUD ON Class XI due 2015 (vii) | Unsecured | Ps. | Floating | Badlar + 375 Basic Points | 80.5 | (135 | ) | (267 | ) | - |
| CRESUD ON Class XII due 2014 (vii) | Unsecured | Ps. | Floating | Badlar + 410 Basic Points | 102 | 918 | - | - | ||
| CRESUD ON Class XIII due 2015 (vii) | Unsecured | US$ | Fixed | 1.90 % | 79 | (2,021 | ) | - | - | |
| IRSA NCN Class I due 2017 | Unsecured | US$ | Fixed | 8.80 | 150 | 9,647 | 23,175 | 20,960 | ||
| IRSA NCN Class II due 2020 | Unsecured | US$ | Fixed | 11.50 | 150 | 15,985 | 34,004 | 30,800 | ||
| IRSA NCN Class III due 2013 | Unsecured | Ps. | Floating | Badlar + 249 Basic Points | 153 | 104,344 | 102,888 | - | ||
| IRSA ON Class IV due 2014 | Unsecured | US$ | Fixed | 7.45 % | 33.8 | 174,388 | 38,278 | - | ||
| APSA NCN due 2014 | Unsecured | US$ | Fixed | 10.00 % | 50 | - | 1 | 3 | ||
| APSA NCN Class I due 2017 | Unsecured | US$ | Fixed | 8.00 % | 120 | 15,323 | 4,554 | 4,490 | ||
| APSA NCN Class II due 2012 | Unsecured | Ps. | Fixed | 11 % | - | - | - | 28,879 | ||
| Bank overdrafts | Unsecured | Ps. | Fixed | 11 % | - | - | 133,064 | 684,083 | ||
| Bank overdrafts | Unsecured | US$ | Fixed | 15.85 % | - | - | 92,786 | 3,605 | ||
| Short term loans | Unsecured | Ps. | Floating | Priv. Banks + 400 Basic Points | - | 43,489 | 26,093 | |||
| Short term loans | Unsecured | US$ | Fixed | 3.75 % | - | 119,716 | 241,301 | |||
| Short term loans | Unsecured | US$ | Floating | Libor + 300 Basic Points o 6% (the biggest) | 15 | 4,787 | 90,393 | - | ||
| Short term loans | Unsecured | Ps. | Floating | Rate Survey PF 30-59 days | 20 | 329 | - | - | ||
| Short term loans | Unsecured | Ps. | Floating | 3.10 % | - | - | 65,903 | 58,571 | ||
| Short term loans | Unsecured | Rs. | Floating | 9.54 to 10 TJLP + 1.95 to 3.10 | 88,580 | - | - | |||
| Short term loans | Secured | US$ | Fixed | - | 2,779 | - | ||||
| Short term loans | Unsecured | Ps. | Fixed | 15.01 % | 24 | 8,933 | - | - | ||
| Short term loans | Secured | Rs. | Fixed | 7.23 % | 11.9 | 15,358 | 24,496 | 8,048 | ||
| Short term loans | Secured | Rs. | Floating | - | - | - | 6,034 | - | ||
| Short term loans | Secured | Rs. | Floating | 5.5 to 10 TJLP + 1.95 to 3.10 | 5.4 | 5,387 | - | - | ||
| Other short term loans (x) | 71.4 | 71,740 | - | - | ||||||
| Seller financing | Unsecured | US$ | Fixed | 11 % | - | 18,743 | 8,900 | |||
| Seller financing | Secured | US$ | Fixed | 3.5 % | 18 | 12,287 | 32,122 | 51,197 | ||
| Seller financing | Unsecured | Rs. | Floating | IGPM/CDI | 102 | 109,088 | 91,487 | 151,431 | ||
| Other seller - financed debt (vii) | 11,965 | - | - | |||||||
| Bank overdrafts | Unsecured | Ps. | Fixed | 318.2 | 318,227 | - | - | |||
| Finance lease obligations | Secured | US$ | Fixed | 7.5 % | 0.7 | 712 | 1,094 | - | ||
| Related parties | Ps. | Floating | Badlar | 83,476 | - | - | ||||
| Current borrowings | 1,410,298 | 1,187,082 | 1,479,803 | |||||||
| Total borrowings | 5,228,051 | 3,957,169 | 3,536,047 |
71
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Borrowings (Continued)
Notes issued by Cresud
ON Class XII and XIII
On February 22, 2013, the Sixth Series of simple corporate notes was issued in the amount of Ps. 500 million and in two classes.
Class XII Non-Convertible Notes, for a face value of Ps. 102.1 million and falling due 21 months after the issuance date will accrue interest at a variable rate (Badlar plus 410 basis points). Interest will be payable quarterly in arrears whereas the principal will be amortized in three consecutive equal payments on the 15, 18 and 21 months following the issue date.
Corporate Notes Class XIII, for a nominal value of US$ 79.4 (equal to Ps. 397.9 million) due 27 months following the issue date, shall bear interest at an annual fixed rate of 1.90% payable quarterly in arrears, while the amortization will be paid in two consecutive installments on the 24th and 27th monthly anniversary of the issue date.
APSA
On November 14, 2012, APSA’s Board of Directors approved the subscription of a syndicated loan contract entered into by different banking institutions for the amount of Ps. 118,000. Principal shall be payable in nine quarterly and consecutive installments and shall accrue interest at a fixed annual nominal rate of 15.01%. Interests shall be payable on a monthly basis.
Brasilagro
Our subsidiary Brasilagro raised short and long term financing granted by Banco Itaú and Banco do Nordeste to fund sewing expenses, the development of the Cremaz project and the acquisition of Jaborandi. The Banco de Nordeste and Banco Itaú require that borrower hold deposits in investment mutual funds bearing interest at the interbank certificate of deposit rate (published by CETIP, who provides custodian and depository services) until October 2021 and February 2015, respectively.
72
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Taxation
The details of the provision for the Group’s income tax are as follows:
| Current income tax | (172,986 | ) | (149,267 | ) |
|---|---|---|---|---|
| Deferred income tax | 148,380 | 107,686 | ||
| Income tax expense | (24,606 | ) | (41,581 | ) |
The gross movement on the deferred income tax account is as follows:
| Beginning of the period / year | (549,337 | ) | (746,027 | ) |
|---|---|---|---|---|
| Exchange differences | 16,375 | 63,582 | ||
| Acquisition of subsidiaries | (26,103 | ) | - | |
| Charged / (Credited) to the statement of income | 148,380 | 133,108 | ||
| End of the period / year | (410,685 | ) | (549,337 | ) |
The Group did not recognize deferred income tax assets of Ps. 34.7 million and Ps. 48.9 million as of March 31, 2013 and June 30, 2012, respectively. Although management believes that it will become profitable in the foreseeable future, as a result of the history of recent losses incurred during the development phase of the different Group’s business operations and the lack of verifiable and objective evidence due to the limited operating history of the Group itself, the Board of Directors has determined that there is sufficient uncertainty as to the generation of sufficient income to utilize the losses within a reasonable timeframe, therefore, no deferred tax asset is recognized in relation to these losses.
73
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Taxation (Continued)
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
| Tax calculated at the tax rates applicable to profits in the respective countries | 102,343 | 40,304 | ||
|---|---|---|---|---|
| Permanent differences: | ||||
| Share of loss of associates and joint ventures | (20,688 | ) | (11,568 | ) |
| Unrecognized tax losses | (13,824 | ) | 13,616 | |
| Non-taxable income | (46,897 | ) | 8,612 | |
| Non-deductible items | 3,237 | 7,451 | ||
| Non-punishable items | 3,168 | (8,677 | ) | |
| Others | (2,733 | ) | (8,157 | ) |
| Income tax expense | 24,606 | 41,581 |
- Dividends
Cash dividends in respect of the year ended as of June 30, 2012 amounted to Ps.120 million, have been approved at the annual general ordinary and extraordinary shareholders’ meeting on October 31, 2012.
74
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Revenues
| Urban properties and investments | Agricultural | Agroindustrial | Total | Urban properties and investments | Agricultural | Agroindustrial | Total | |
|---|---|---|---|---|---|---|---|---|
| Trading property | 20,175 | - | - | 20,175 | 50,103 | - | - | 50,103 |
| Crops | - | 336,881 | - | 336,881 | - | 345,939 | - | 345,939 |
| Cattle | - | 60,048 | - | 60,048 | - | 94,565 | - | 94,565 |
| Milk | - | 27,737 | - | 27,737 | - | 22,908 | - | 22,908 |
| Sugarcane | - | 120,820 | - | 120,820 | - | 87,013 | - | 87,013 |
| Beef | - | - | 126,186 | 126,186 | - | - | 97,982 | 97,982 |
| Supplies | - | 32,157 | - | 32,157 | - | 18,388 | - | 18,388 |
| Agriculture products and trading properties | 20,175 | 577,643 | 126,186 | 724,004 | 50,103 | 568,813 | 97,982 | 716,898 |
| Base rent | 600,070 | 15,247 | - | 615,317 | 469,362 | 14,954 | - | 484,316 |
| Contingent rent | 184,351 | - | - | 184,351 | 152,966 | - | - | 152,966 |
| Admission rights | 78,339 | - | - | 78,339 | 63,872 | - | - | 63,872 |
| Parking fees | 44,981 | - | - | 44,981 | 31,966 | - | - | 31,966 |
| Commissions | 28,123 | - | - | 28,123 | 29,899 | - | - | 29,899 |
| Property management fee | 25,229 | - | - | 25,229 | 18,904 | - | - | 18,904 |
| Expenses and Collective Promotion Funds | 432,043 | - | - | 432,043 | 361,716 | - | - | 361,716 |
| Flattening of tiered lease payments | 13,031 | - | - | 13,031 | 13,007 | - | - | 13,007 |
| Others | 1,923 | - | - | 1,923 | - | - | - | - |
| Agricultural services | - | 3,965 | 1,356 | 5,321 | - | 5,182 | 1,874 | 7,056 |
| Advertising and brokerage fees | - | 21,401 | - | 21,401 | - | 15,581 | - | 15,581 |
| Leases and service income | 1,408,090 | 40,613 | 1,356 | 1,450,059 | 1,141,692 | 35,717 | 1,874 | 1,179,283 |
| Other revenue: | ||||||||
| Consumer financing | 1,100 | - | - | 1,100 | 4,169 | - | - | 4,169 |
| Hotel operations | 174,694 | - | - | 174,694 | 130,020 | - | - | 130,020 |
| Others | - | - | - | - | 1,950 | - | - | 1,950 |
| Total group revenue | 1,604,059 | 618,256 | 127,542 | 2,349,857 | 1,327,934 | 604,530 | 99,856 | 2,032,320 |
75
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Costs
| Urban properties and investments | Agricultural | Agroindustrial | Total | Urban properties and investments | Agricultural | Agroindustrial | Total | |
|---|---|---|---|---|---|---|---|---|
| Cost of leases and services | - | 4,939 | - | 4,939 | - | 442 | - | 442 |
| Other operative costs | - | 4,106 | - | 4,106 | - | 3,677 | - | 3,677 |
| Cost of property operations | - | 9,045 | - | 9,045 | - | 4,119 | - | 4,119 |
| Crops | - | 746,872 | - | 746,872 | - | 614,302 | - | 614,302 |
| Cattle | - | 102,439 | - | 102,439 | - | 118,904 | - | 118,904 |
| Milk | - | 53,720 | - | 53,720 | - | 42,379 | - | 42,379 |
| Sugarcane | - | 231,536 | - | 231,536 | - | 101,791 | - | 101,791 |
| Beef | - | - | 123,427 | 123,427 | - | - | 97,742 | 97,742 |
| Supplies | - | 27,858 | - | 27,858 | - | 15,844 | - | 15,844 |
| Agriculture services | - | 1,726 | 2,888 | 4,614 | - | 999 | 12,484 | 13,483 |
| Brokerage costs | - | 17,880 | - | 17,880 | - | 14,021 | - | 14,021 |
| Cost of agricultural sales and services | - | 1,182,031 | 126,315 | 1,308,346 | - | 908,240 | 110,226 | 1,018,466 |
| Cost of sale of trading properties | 10,012 | - | - | 10,012 | 20,049 | - | - | 20,049 |
| Cost from hotel operations | 126,234 | - | - | 126,234 | 83,940 | - | - | 83,940 |
| Cost of leases and services | 671,446 | - | - | 671,446 | 539,485 | - | - | 539,485 |
| Other costs | 841 | - | - | 841 | 1,918 | - | - | 1,918 |
| Total group costs | 808,533 | 1,191,076 | 126,315 | 2,125,924 | 645,392 | 912,359 | 110,226 | 1,667,977 |
76
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Expenses by nature
For the nine-month period ended as of March 31, 2013:
| Cost of property operations | Cost of agricultural sales and services | Cost of agriculture production | Cost of sale of trading properties | Cost from Consumer Financing | Cost from hotel operations | Other operative costs | General and administrative expenses | Selling expenses | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Leases, services charges and vacant property costs | 25,874 | 958 | 722 | 1,285 | - | 134 | 100 | 4,462 | 761 | 34,296 |
| Depreciation and amortization | 155,320 | 32,163 | 3,883 | 354 | - | 10,851 | 2,739 | 8,177 | 207 | 213,694 |
| Allowance for doubtful accounts | - | - | - | - | - | - | - | - | 7,796 | 7,796 |
| Advertising, publicity and other selling expenses | 86,532 | 1,632 | 63 | - | - | 3,655 | - | - | 22,298 | 114,180 |
| Taxes, rates and contributions | 47,515 | 1,270 | 3,868 | 1,041 | - | - | 342 | 6,276 | 55,935 | 116,247 |
| Maintenance and repairs | 157,114 | 4,461 | 15,242 | 1,929 | 34 | 16,307 | 721 | 10,775 | 46,213 | 252,796 |
| Fees and payments for services | 22,473 | 54,074 | 1,861 | 103 | 802 | 969 | 140 | 37,415 | 3,312 | 121,149 |
| Director´s fees | - | - | - | - | - | - | - | 65,875 | - | 65,875 |
| Salaries and social security expenses | 169,149 | 41,461 | 24,992 | 475 | 3 | 71,364 | 2,427 | 94,933 | 16,661 | 421,465 |
| Cost of sale of properties | - | - | - | 4,795 | - | - | - | - | - | 4,795 |
| Food, beverage and lodging expenses | - | - | - | - | - | 22,435 | - | 2,080 | 505 | 25,020 |
| Changes in biological assets and agricultural produce | - | 432,302 | - | - | - | - | - | - | - | 432,302 |
| Supplies and labor | - | 112,518 | 572,000 | - | - | - | 1,104 | 31 | 193 | 685,846 |
| Others | 7,464 | 2,598 | 3,293 | 30 | 6 | 519 | 458 | 20,717 | 18,408 | 53,493 |
| Total expenses by nature | 671,441 | 683,437 | 625,924 | 10,012 | 845 | 126,234 | 8,031 | 250,741 | 172,289 | 2,548,954 |
77
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Expenses by nature (Continued)
For the nine-month period ended as of March 31, 2012:
| Cost of property operations | Cost of agricultural sales and services | Cost of agriculture production | Cost of sale of trading properties | Cost from Consumer Financing | Cost from hotel operations | Other operative costs | General and administrative expenses | Selling expenses | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Leases, services charges and vacant property costs | 22,470 | 619 | 1,621 | 1,543 | - | 46 | 160 | 1,779 | 726 | 28,964 |
| Depreciation and amortization | 125,013 | 1,556 | 29,146 | - | 17 | 7,742 | 1,830 | 5,997 | 59 | 171,360 |
| Allowance for doubtful accounts | - | -13 | - | - | - | - | - | - | 3,054 | 3,041 |
| Advertising, publicity and other selling expenses | 83,592 | 1,197 | 930 | - | - | 2,578 | 1 | 1,032 | 14,189 | 103,519 |
| Taxes, rates and contributions | 33,462 | 779 | 2,618 | 1,083 | - | - | 149 | 4,593 | 43,448 | 86,132 |
| Maintenance and repairs | 124,888 | 3,360 | 14,795 | 1,342 | 249 | 13,896 | 263 | 9,506 | 24,283 | 192,582 |
| Fees and payments for services | 13,660 | 513 | 1,898 | 345 | 1,612 | 2,404 | 350 | 36,022 | 2,999 | 59,803 |
| Director´s fees | - | - | - | - | - | - | - | 54,283 | - | 54,283 |
| Salaries and social security expenses | 129,795 | 25,552 | 29,025 | 67 | 14 | 42,413 | 2,291 | 85,551 | 13,375 | 328,083 |
| Cost of sale of properties | - | - | - | 15,658 | - | - | - | - | - | 15,658 |
| Food, beverage and lodging expenses | - | - | - | - | - | 14,473 | - | 2,294 | 339 | 17,106 |
| Changes in biological assets and agricultural produce | - | 491,418 | - | - | - | - | - | - | - | 491,418 |
| Supplies and labor | - | 91,575 | 314,512 | - | - | - | 395 | 58 | 85 | 406,625 |
| Others | 6,606 | 1,590 | 3,975 | 11 | 25 | 388 | 480 | 18,534 | 27,866 | 59,475 |
| Total expenses by nature | 539,486 | 618,146 | 398,520 | 20,049 | 1,917 | 83,940 | 5,919 | 219,649 | 130,423 | 2,018,049 |
78
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Employee costs
| Salaries, bonuses and social security costs | 404,869 | 317,347 |
|---|---|---|
| Shared-based payments | 9,736 | 5,872 |
| Pension costs – defined contribution plan | 543 | 122 |
| Other benefits and expenses | 6,317 | 4,742 |
| 421,465 | 328,083 |
- Other operating results
| Gain from purchase of subsidiaries | 137,062 | - | ||
|---|---|---|---|---|
| Gain from commodity derivative financial instruments | 12,565 | (8,284 | ) | |
| Gain from disposal of other property items | 199 | 169 | ||
| Recovery of allowances | 1,938 | 3,586 | ||
| Tax on personal assets | (13,670 | ) | (10,939 | ) |
| Management fee | 1,289 | 1,191 | ||
| Contingencies | (18,163 | ) | (8,392 | ) |
| Donations | (7,930 | ) | (7,458 | ) |
| Project analysis and assessment | (5,465 | ) | (1,190 | ) |
| Unrecoverable VAT | (197 | ) | (55 | ) |
| Loss or recoverable value impairment | - | (87 | ) | |
| Others | (1,942 | ) | 2,633 | |
| Total other operating results | 105,686 | (28,826 | ) |
79
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Financial results, net
| Finance income: | ||||
| - Interest income | 29,804 | 17,856 | ||
| - Foreign exchange gains | 92,428 | 67,475 | ||
| - Dividends income | 14,329 | 9,863 | ||
| - Gain from derivative financial instruments (except commodities) | 42,394 | 1,037 | ||
| - Fair value gain on embedded derivatives | 78 | - | ||
| - Fair value gains of financial assets at fair value through profit or loss | 179,507 | 71,870 | ||
| - Gain on the revaluation of receivables arising from the sale of farmland | 4,726 | 6,343 | ||
| - Gain from disposal of financial assets | 2,057 | - | ||
| Finance income | 365,323 | 174,444 | ||
| Finance costs: | ||||
| - Interest expense | (337,399 | ) | (316,602 | ) |
| - Foreign exchange losses | (406,954 | ) | (176,238 | ) |
| - Fair value losses of financial assets at fair value through profit or loss | (17,046 | ) | (15,278 | ) |
| - Loss from derivative financial instruments (except commodities) | (37,117 | ) | (6,779 | ) |
| - Fair value losses of embedded derivatives | - | (84 | ) | |
| - Other financial costs | (46,962 | ) | (34,799 | ) |
| Finance costs | (845,478 | ) | (549,780 | ) |
| Total financial results, net | (480,155 | ) | (375,336 | ) |
80
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Shared-based payments
Established by the Company and subsidiaries
Equity Incentive Plan
The Group incurred in a charge of Ps. 7.7 million and Ps. 3.8 million for the nine-month period ended March 31, 2013 and 2012, respectively, related to the awards granted under the Equity Incentive Plan.
Movements in the number of equity-settled options outstanding under the Equity Incentive Plan were detailed as follows:
| A the beginning (1) | 1,671,667 | - |
|---|---|---|
| Granted | 1,560,807 | 1,671,667 |
| Exercised | - | - |
| Expired | - | - |
| At the end | 3,232,474 | 1,671,667 |
(1) It is no defined the number of shares for the plan for the year 2011/2012, yet.
Established only by subsidiary undertakings
Brasilagro Stock Option Plan
For the nine-month period ended March 31, 2013 and 2012, the Group incurred in a charge of Ps. 2.0 million and Ps. 2.1 million, respectively, related to the awards granted under the Brasilagro Stock Option Plan.
Movements in the number of equity-settled options outstanding under the Brasilagro Stock Option Plan were as follows:
| At the beginning | 370,007 | 370,007 |
|---|---|---|
| Granted | - | - |
| Exercised | - | - |
| Expired | - | - |
| At the end | 370,007 | 370,007 |
81
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions
The following is a summary of the balances with related parties as of March 31, 2013:
| Related party | Reference | Description of transaction | Investments in Current financial assets | Trade and other receivables, Non-Current | Trade and other receivables, Current | Trade and other payables Non-current | Trade and other payables Current | Borrowings Non-current | Borrowings Current |
|---|---|---|---|---|---|---|---|---|---|
| Consultores Asset Management S.A. (CAMSA) | (1) | Reimbursement of expenses | - | - | 2,581 | - | (41) | - | - |
| Management fees | - | - | - | - | (2,639) | - | - | ||
| Estudio Zang, Bergel & Viñes | (2) | Legal services | - | - | - | - | - | - | - |
| Advances | - | - | 740 | - | - | - | - | ||
| Advances | - | - | 26 | - | - | - | - | ||
| Reimbursement of expenses | - | - | 50 | - | (2) | - | - | ||
| Legal fees | - | - | 79 | - | (1,816) | - | - | ||
| Fundación IRSA | (3) | Reimbursement of expenses | - | - | - | - | - | - | - |
| Donations | - | - | - | - | - | - | - | ||
| Museo de los Niños | (4) | Reimbursement of expenses | - | - | 629 | - | (174) | - | - |
| Loans | - | - | 614 | - | - | - | - | ||
| Agro-Uranga S.A. | (5) | Dividends receivable | - | - | 372 | - | - | - | - |
| Others | - | - | - | - | (267) | - | - | ||
| Receivables on futures and options | - | - | (142) | - | - | - | - | ||
| Sales of inventories | - | - | 925 | - | - | - | - | ||
| Directors | Reimbursement of expenses | - | - | 77 | (220) | - | - | - | |
| Advances | - | - | 862 | - | - | - | - | ||
| Fees | - | - | - | - | (16,530) | - | - | ||
| CN APSA due 2014 | - | - | - | - | - | - | - | ||
| Guarantee deposits | - | - | - | (21) | (72) | - | - | ||
| Others | - | - | - | - | (26) | - | - | ||
| Agro Managers S.A. | (5) | Others | - | - | 114 | - | - | - | - |
| Inversiones Financieras del Sur S.A. | (6) | Reimbursement of expenses | - | - | 6 | - | (3) | - | - |
| Dividends receivable | - | - | - | - | (44,474) | - | - | ||
| Loans | - | - | 32,716 | - | - | - | - | ||
| Banco Hipotecario S.A. | (7) | Reimbursement of expenses | - | - | 312 | - | (347) | - | - |
| Loans | - | - | - | - | - | (15,600) | (4,293) | ||
| Mortgage bonds | 520 | - | - | - | - | - | - | ||
| Non-convertible notes | 5,021 | - | - | - | - | - | - | ||
| Leases | - | - | 1 | - | - | - | - | ||
| Others | - | - | - | - | (11) | - | - | ||
| Cyrsa S.A. | (8) | Reimbursement of expenses | - | - | 1,767 | - | (309) | - | - |
| Loans | - | - | - | - | - | - | (83,476) | ||
| Cresca S.A. | (13) | Loans granted | - | 45,151 | - | - | - | - | - |
| Fees | - | - | 1,539 | - | - | - | - | ||
| Reimbursement of expenses | - | - | 44 | - | (178) | - | - | ||
| Interests | - | 9,676 | - | - | - | - | - |
82
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
| Related party | Reference | Description of transaction | Investments in Current financial assets | Trade and other receivables, Non-Current | Trade and other receivables, Current | Trade and other payables Non-current | Trade and other payables Current | Borrowings Non-current | Borrowings Current |
|---|---|---|---|---|---|---|---|---|---|
| Tarshop S.A. | (5) | Reimbursement of expenses | - | - | 168 | - | (216) | - | - |
| Leases | - | - | 6 | - | - | - | - | ||
| Rental | - | - | 1,557 | - | (49) | - | - | ||
| Quality Invest S.A. | (9) | Reimbursement of expenses | - | - | 5 | - | (38) | - | - |
| Loans | - | - | - | - | - | - | - | ||
| New Lipstick LLC | (5) | Reimbursement of expenses | - | - | 1,446 | - | - | - | - |
| Capital contribution | - | - | - | - | - | - | - | ||
| Lipstick Management LLC | (5) | Reimbursement of expenses | - | - | 482 | - | - | - | - |
| IRSA Developments LP | (5) | Reimbursement of expenses | - | - | 9 | - | - | - | - |
| Capital contribution | - | - | - | - | (5) | - | - | ||
| Elsztain Managing Partners Ltd. | (11) | Management fees | - | - | - | - | (48) | - | - |
| Nuevo Puerto Santa Fe S.A. | (10) | Reimbursement of expenses | - | - | 780 | - | (162) | - | - |
| Rent to be accrued | - | - | - | - | (133) | - | - | ||
| Space rentals | - | - | 36 | - | (28) | - | - | ||
| Canteras Natal Crespo S.A. | (10) | Management fee | - | - | 547 | - | - | - | - |
| Constributions to be paid in | - | - | 155 | - | - | - | - | ||
| Loans | - | - | 95 | - | - | - | - | ||
| Reimbursement of expenses | - | - | 490 | - | - | - | - | ||
| Baicom Networks S.A. | (10) | Reimbursement of expenses | - | - | 14 | - | (2) | - | - |
| Management fee | - | - | 6 | - | - | - | - | ||
| Constributions to be paid in | - | - | - | - | - | - | - | ||
| Loans | - | 981 | - | - | - | - | - | ||
| Puerto Retiro S.A. | (10) | Reimbursement of expenses | - | - | 158 | - | - | - | - |
| Loans | - | - | 3,777 | - | - | - | - | ||
| Others receivables | - | - | 3 | - | - | - | - | ||
| Capital contributions | - | - | 101 | - | - | - | - | ||
| Dolphin Fund PLC | (12) | 142,838 | - | - | - | - | - | - | |
| Banco Crédito y Securitización | (5) | Others | - | - | 5 | - | - | - | - |
| Austral Gold | (14) | Reimbursement of expenses | - | - | 43 | - | - | - | - |
| Boulevard Norte S.A. | (15) | Reimbursement of expenses | - | - | 14 | - | - | - | - |
| Total | 148,379 | 55,808 | 53,209 | (241) | (67,570) | (15,600) | (87,769) |
83
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
The following is a summary of the transactions with related parties for the nine-month period ended as of March 31, 2013:
| Related party | Reference | Leases | Fees | Sale of goods and services | Income/expenses of shared services | Interest income / (expenses) | Administrative / legal services | Donations | Others |
|---|---|---|---|---|---|---|---|---|---|
| Consultores Asset Management S.A. (CAMSA) | (1) | 140 | (9,388) | - | - | - | - | - | - |
| Estudio Zang, Bergel & Viñes | (2) | - | (625) | - | - | - | (1,667) | - | - |
| Fundación IRSA | (3) | - | (1,420) | - | (2) | - | - | - | - |
| Agro-Uranga S.A. | (5) | - | - | 4,631 | - | - | - | - | - |
| Directors | - | (57,529) | - | - | - | - | - | - | |
| Nuevo Puerto Santa Fe S.A. | (10) | (27) | - | - | - | - | - | - | 794 |
| Inversiones Financieras del Sur S.A. | (6) | - | - | - | - | 2,602 | - | - | - |
| Cyrsa S.A. | (8) | - | - | - | - | (5,397) | - | - | - |
| Tarshop S.A. | (5) | 4,271 | - | - | 234 | - | - | - | - |
| Cresca S.A. | (13) | - | 1,034 | - | - | 3,466 | - | - | - |
| Quality Invest S.A. | (9) | - | - | - | - | 10 | - | - | 2,260 |
| Baicom Networks S.A. | (10) | - | - | - | 9 | 71 | - | - | - |
| Puerto Retiro S.A. | (10) | - | - | - | - | 343 | - | - | - |
| Canteras Natal Crespo S.A. | (10) | - | - | - | 72 | 8 | - | - | - |
| Banco Hipotecario S.A. | (7) | - | - | - | - | (1,044) | - | - | (1) |
| Total | 4,384 | (67,928) | 4,631 | 313 | 59 | (1,667) | - | 3,053 |
84
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
The following is a summary of the transactions with related parties for the nine-month period ended as of March 31, 2012:
| Related party | Reference | Leases | Fees | Sale of goods and services | Income/expenses of shared services | Rent Expenses | Administrative / legal services | Interest income / (expenses) | Others | Donations |
|---|---|---|---|---|---|---|---|---|---|---|
| Consultores Asset Management S.A. (CAMSA) | (1) | 117 | (7,458) | - | - | (4,612) | - | - | - | |
| Estudio Zang, Bergel & Viñes | (2) | - | - | - | - | - | (2,280) | - | - | - |
| Fundación IRSA | (3) | - | - | - | - | - | - | - | - | (1,283) |
| Agro-Uranga S.A. | (5) | - | - | 3,004 | - | - | - | - | - | - |
| Directors | - | - | (45,390) | - | - | - | - | (1) | - | - |
| Inversiones Financieras del Sur S.A. | (6) | - | - | - | - | - | - | 548 | - | - |
| Cyrsa S.A. | (8) | - | - | - | - | - | - | - | - | - |
| Tarshop S.A. | (5) | 1,807 | - | - | 316 | - | - | 503 | (871) | - |
| Cresca S.A. | (13) | - | - | - | - | - | 596 | 1 | - | - |
| Canteras Natal Crespo S.A. | (10) | - | - | - | 36 | - | - | 4 | - | - |
| Total | 1,924 | (52,848) | 3,004 | 352 | - | (6,296) | 1,055 | (871) | (1,283) |
85
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
(1) The shareholders of CAMSA are Eduardo S. Elsztain, Group’s shareholder and Chairman of the Board, and Saúl Zang, Vice-Chairman of the Board. CAMSA is an advisory and consulting firm which provides advisory services to the Group. Under the agreement dated November 1994, CAMSA provides the Group with services such as (i) advisory with respect to capital investments in all aspects of agricultural operations, including, among others, sales, marketing, distribution, financing, investments, technology and business proposals; (ii) acts on the Group’s behalf in such transactions, negotiating the prices, conditions, and other terms of each operation; and (iii) advisory regarding securities investments with respect to such operations. The agreement expressly provides that CAMSA may not provide advisory services with respect to transactions that are entirely related to real estate. The Group pays CAMSA an annual fee equal to 10% of the Group’s annual net income after taxes. Under the agreement, the Group is required to reimburse CAMSA normal expenses incurred in performing the services. The agreement is subject to termination by either party upon not less than 60 days prior written notice. If the Group terminates the agreement without cause, the Group must pay CAMSA twice the average of the amounts of the management fee paid for the two preceding fiscal years.
(2) The Group contracts legal services from Estudio Zang, Bergel & Viñes. One of the partners of the law firm, Saúl Zang is First Vice-Chairman of the Company.
(3) Fundación IRSA is a charitable, non-profit organization whose Chairman is Eduardo S. Elsztain and whose Secretary, is Mariana Carmona de Elsztain, Mr. Elsztain’s wife. Eduardo S. Elsztain is the Company´s Chairman and also Chairman of IRSA. The Group makes donations to Fundación IRSA in the ordinary course of business as practicable.
(4) Fundación Museo de los Niños is a charitable non-profit organization created by the same founders of Fundación IRSA and has the same members of the administration committee as Fundación IRSA. Fundación Museo de los Niños acts as special vehicle for the developments of “Museo de los Niños Abasto” and “Museo de los Niños Rosario”, which are interactive learning centers for both children and adults.
(5) Group’s associate.
(6) Mr. Eduardo Elsztain is the president of (i) IFIS Limited (IFIS), a company incorporated under the laws of Bermuda and (ii) IFISA, a company incorporated under the laws of Uruguay, which is 100% owned by IFIS. Mr. Elsztain is the beneficial owner of 30.90% of IFIS capital stock.
The Company entered into a securities loan agreement with IFISA, which granted 4,053,942 Global Depositary Shares, representing 10 ordinary shares with a face value of Ps. 1 per share of IRSA. This loan does not imply the transfer of any politic nor economic right corresponding to the values, which will be held by Cresud. Regarding voting rights, the parties agreed that the Company will grant a power of attorney to IFISA with the respective voting instructions. In respect to dividends, IFISA will transfer the funds to Cresud. The loan accrues interest at a monthly rate equivalent to 3 month LIBOR, plus 150 basis points, and is payable in June 30, 2013.
In addition, on June 18, 2013, the Company entered into a credit facility agreement with IFISA for up to US$ 6 million. The facility accrues interest at an annual rate of 7.75% and is due on November 24, 2012. The parties agree to extend the credit facility term until November 24, 2013 at an annual interest rate of 5.5%.
86
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
(7) The Group’s subsidiary, IRSA, holds an equity interest of 30.51% in BHSA. In the ordinary course of business, IRSA may acquire additional shares of BHSA held by the public or shareholders of the Group such as IFISA.
(8) Cyrsa S.A. (“Cyrsa”) is a joint venture between IRSA and Cyrela Brazil Realty S.A. Empreendimentos e Participaçoes, a Brazilian corporation, engaged in developing a residential apartment complex known as "Horizons" in the Northern part of Greater Buenos Aires.
(9) Quality Invest S.A. is a joint venture between the Company and Efesul S.A. (“Efesul”). The Company’s principal asset is the industrial plant owned by Nobleza Piccardo SAIC ("Nobleza"), a major tobacco company in Argentina. The industrial plant is located in San Martin, Province of Buenos Aires, and is suitable for redevelopment into multiple uses.
(10) Group’s joint venture.
(11) A company whose directors are shareholders of Cresud.
(12) Since 1996 the Group has been investing Dolphin Fund PLC, a mutual fund related to the Group’s President. The investment is booked as financial assets at fair value through profit or loss. As of March 31, 2013 the Group’s investments in participating units of Dolphin Fund PLC amounts to Ps. 138.2 million.
(13) Cresca S.A. (“Cresca”) is a joint venture between the Company and Carlos Casado S.A. (“Casado”) with agriculture operations in Paraguay. The Company provides agricultural advisory services to Cresca under a 10-year agreement, automatically renewal for two additional 10-year periods, and receives management fees as follows: by way of consideration, Cresca must paid to the Group: (a) (i) an amount equal to 12% per annum on the total amount to be paid annually by Cresca for preparing the lands (from natural to productive state) in purpose of agricultural development for the first 41,930 has. and (ii) an amount equal to 10% on the concepts mentioned above from the ha. 41,931 on; and (b) an amount equal to 10% per annum on the gross margin from sales revenue less (i) direct selling expenses (including but not limited to commissions, withholding taxes, freight and any other expense arising for or from sales), (ii) direct production costs, (iii) structure costs and (iv) tax costs. In addition, Cresca entered into an agreement with the Group, which is payable at January, 2014 and bear a fixed interest rate of 12% per annum.
(14) Related to IFISA.
(15) Subsidiary of Entertainment Holding, joint venture of APSA.
87
-
Subsequent events
-
Sale of Hersha’s shares
During April and May, 2013 the Group sold 872,602 ordinary shares of Hersha for a total amount of US$ 5.1 million.
- Significant sale of investment properties
On May 8, 2013, IRSA signed the transfer deed for the sale of the 17th floor and two parking units of the Building Maipú 1300 and two parking units of the building Libertador 498. The total price of the transaction was Ps. 7.8 million (US$ 1.5 million). Such transaction generated a gain of approximately Ps. 6.3 million.
Brasilagro
On April 25, 2013, the Company sold a total area of 394 hectares, 310 of which represent arable land. The establishment, located in the municipality of Mineros – GO was acquired in 2007 and has a total area of 9,862 hectares, 7,205 of which constitute arable land.
The value of the sale was 248,000 bags for soybean (800 bags per arable hectare) at Rs. 11.7 million (Rs.38,000/ha). The buyer made an initial payment of 36,000 bags of soybean at Rs. 1.7 million, while the remaining balance shall be paid in eight semi-annual installments, the former being due in August 2013 for an amount equivalent to 36,000 bags of soybean, and the last one, upon execution of the deed of conveyance, for an amount equivalent to 25,000 bags of soybean. The Company will continue operating this area until the harvest of planted sugar cane in this planting season.
88
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Subsequent events (Continued)
Issuance of Non-convertible Notes Class XIV
On May 03, 2013, the Board of Directors approved the Pricing Supplement concerning the issue of Class XIV under Series Seven of simple Corporate Notes (non-convertible into shares) under the Program approved at the Shareholder’s Meeting for up to US$ 300 million. On May 08, 2013, the Argentine Securities and Exchange Commission approved the Pricing Supplement and posted the related Subscription Notice. The dissemination period begins on May 09, 2013 and ends on May 15, 2013 and the public tender will take place on May 16, 2013, and will end on May 17, 2013, in accordance with the Argentine Securities and Exchange Commission's rules.
Below is a detail of the main features of the Corporate Notes:
- Class XIV to be issued in US dollars (but to be paid in and settled in Argentine Pesos, at the applicable exchange rate) for a principal amount of up to US$ 20.0 million expandable by up to US$ 32.0 million, accruing interest at fixed rate. Interest will be paid on a quarterly basis. Principal will be paid in 2 installments on the 54th and the 60th months from the issue date.
89
Free translation from the original prepared in Spanish for publication in Argentina
Limited Review Report
To the Shareholders, President and Board of Directors of
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
C . U . I . T . : 30-50930070-0
Legal address: Moreno 877 - 23° floor - Autonomous City of Buenos Aires
-
We have reviewed the accompanying unaudited condensed interim consolidated statement of financial position of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria and its subsidiaries as of March 31, 2013, and the related unaudited condensed interim consolidated statements of income, unaudited condensed interim consolidated statements of comprehensive income for the nine and three-month periods ended March 31, 2013, and the unaudited condensed interim consolidated statements of changes of shareholders’ equity and unaudited condensed interim consolidated statements of cash flows for the nine - month period ended March 31, 2013 and selected explanatory notes. The balances and other information corresponding to the fiscal year ended June 30, 2012 and the interim periods within that fiscal period are an integral part of these financial statements and, therefore, they should be considered in relation to these financial statements.
-
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 (IFRS). The IFRS as issued by the International Accounting Standard Board (IASB) were adopted as accounting standards by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) and incorporated by the National Securities Commission (CNV) to its regulations. Therefore, 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 Accounting Standard 34 "Interim Financial Reporting" (IAS 34). Our responsibility is to express a conclusion based on the review that we have performed with the scope detailed in paragraph 3.
-
We conducted our review in accordance with Technical Resolution No. 7 issued by the FACPCE for a review of interim financial statements. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit , the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
-
As mentioned in Note 2.1 to the unaudited condensed interim consolidated financial statements, these unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34. The fiscal year ended June 30, 2013 will be the first year of application of IFRS. The adjustments and other effects of the transition to IFRS are presented in Note 2.4 to these unaudited condensed interim consolidated financial statements. The amounts included in the reconciliations shown in Note 2.4 are subject to change as a consequence of potential changes in IFRS which may occur until June 30, 2013, and should only be considered as final upon issuance of the annual financial statements for the fiscal year ended June 30, 2013 .
90
Free translation from the original prepared in Spanish for publication in Argentina
Limited Review Report (Continued)
-
Nothing came to our attention as a result of our review that caused us to believe that these unaudited condensed interim consolidated financial statements have not been prepared in all material respects in accordance with IAS 34.
-
In accordance with current regulations, we hereby inform that :
a) the unaudited condensed interim consolidated financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria are recorded in the "Inventory and Balance Sheet Book" and carried in all formal respects in conformity with legal requirements, and comply, as regards those matters that are within our competence, with the provisions set forth in the Commercial Companies Law and the corresponding resolutions of the National Securities Commission;
b) the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria arise from accounting records carried in all formal respects in accordance with applicable legal provisions;
c) we have read the Business Summary (“Reseña Informativa”) and the Additional Information to the notes to the unaudited condensed interim consolidated financial statements required by Article 68 of the Buenos Aires Stock Exchange Regulations, on which, as regards those matters that are within our competence, we have no observations to make;
d) at March 31, 2013, the debt of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria owed in favor of the Argentine Integrated Pension System which arises from accounting records and submissions amounted to Ps. 2.751.078, which was not callable at that date.
Autonomous City of Buenos Aires, May 17, 2013
PRICE WATERHOUSE & Co. S.R.L. ( Partner ) C.P.C.E.C.A.B.A. Tº 1 Fº 17 Dr. Carlos Martín Barbafina Public Accountant (U.C.A.) C.P.C.E.C.A.B.A. Tº 175 Fº 65
91
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Financial Statements as of March 31, 2013 and for the nine-month periods ended March 31, 2013 and 2012
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Financial Position
as of March 31, 2013, June 30, 2012 and July 1, 2011
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 03.31.2013 | 06.30.2012 | 07.01.2011 | |||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Non-current assets | ||||||
| Investment properties | 7 | 25,096 | 15,995 | 25,078 | ||
| Property, plant and equipment | 8 | 378,073 | 360,329 | 311,739 | ||
| Intangible assets | 10 | 19,404 | 20,151 | 21,023 | ||
| Biological assets | 11 | 195,173 | 181,820 | 198,997 | ||
| Investments in subsidiaries, associates and joint ventures | 6 | 2,916,797 | 2,656,655 | 2,656,852 | ||
| Trade and other receivables | 13 | 152,021 | 159,265 | 65,078 | ||
| Investment in financial assets | 14 | 21 | 21 | 21 | ||
| Total Non-current Assets | 3,686,585 | 3,394,236 | 3,278,788 | |||
| Current Assets | ||||||
| Trading property | 9 | 4,678 | - | - | ||
| Biological assets | 11 | 198,543 | 67,360 | 89,811 | ||
| Inventories | 12 | 70,312 | 116,970 | 151,241 | ||
| Trade and other receivables | 13 | 219,890 | 222,344 | 262,717 | ||
| Derivative financial instruments | 15 | 2,577 | 2,160 | 4,786 | ||
| Investment in financial assets | 14 | 164,652 | 881 | - | ||
| Cash and cash equivalents | 16 | 33,628 | 8,194 | 24,979 | ||
| Total Current Assets | 694,280 | 417,909 | 533,534 | |||
| TOTAL ASSETS | 4,380,865 | 3,812,145 | 3,812,322 | |||
| SHAREHOLDERS EQUITY | ||||||
| Share Capital | 496,562 | 496,562 | 496,562 | |||
| Treasury Stock…… | 5,001 | 5,001 | 5,001 | |||
| Inflation adjustment of share capital and treasury stock | 65,425 | 166,218 | 166,218 | |||
| Share Premium | 773,079 | 773,079 | 773,079 | |||
| Share Warrants | 106,264 | 106,263 | 106,263 | |||
| Cumulative Translation Adjustment | 12,693 | (81,939 | ) | - | ||
| Equity-settled compensation | 10,785 | 4,540 | 1,012 | |||
| Legal reserve | 46,835 | 42,922 | 32,293 | |||
| Others reserves | 337,065 | 389,202 | 320,064 | |||
| Retained earnings | 780,504 | 666,611 | 829,207 | |||
| Acquisition of subsidiaries | (17,880 | ) | (9,596 | ) | - | |
| TOTAL SHAREHOLDERS EQUITY | 2,616,333 | 2,558,863 | 2,729,699 | |||
| LIABILITIES | ||||||
| Non-current liabilities | ||||||
| Trade and other payables | 17 | 1,590 | 1,863 | 16,593 | ||
| Borrowings | 20 | 1,106,869 | 649,457 | 204,645 | ||
| Deferred income tax liabilities | 21 | 13,723 | 61,025 | 112,764 | ||
| Provisions | 19 | 1,502 | 1,577 | 1,681 | ||
| Total Non-current Liabilities | 1,123,684 | 713,922 | 335,683 | |||
| Current Liabilities | ||||||
| Trade and other payables | 17 | 226,061 | 95,966 | 176,155 | ||
| Payroll and social security liabilities | 18 | 29,085 | 38,785 | 28,393 | ||
| Borrowings | 20 | 385,690 | 404,550 | 541,720 | ||
| Derivative financial instruments | 15 | - | 59 | 672 | ||
| Provisions | 19 | 12 | - | - | ||
| Total Current Liabilities | 640,848 | 539,360 | 746,940 | |||
| TOTAL LIABILITIES | 1,764,532 | 1,253,282 | 1,082,623 | |||
| TOTAL SHAREHOLDERS EQUITY AND LIABILITIES | 4,380,865 | 3,812,145 | 3,812,322 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
1
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Comprehensive Income
for the nine and three-month periods beginning on July 1, 2012 and 2011 and January 1, 2013 and 2012, respectively and ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | Nine months — 2013 | 2012 | 2013 | 2012 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | 23 | 293,903 | 333,149 | 58,061 | 99,294 | ||||
| Costs | 24 | (468,240 | ) | (464,487 | ) | (142,309 | ) | (143,346 | ) |
| Initial recognition and changes in fair value of biological assets and agricultural produce at the point of harvest | 304,176 | 227,180 | 166,347 | 91,839 | |||||
| Changes in net realizable value of agricultural produce after harvest | 12,866 | 4,130 | 539 | 1,589 | |||||
| Gross Profit | 142,705 | 99,972 | 82,638 | 49,376 | |||||
| General and administrative expenses | 25 | (39,128 | ) | (33,739 | ) | (12,423 | ) | (10,804 | ) |
| Selling expenses | 25 | (58,878 | ) | (57,314 | ) | (10,845 | ) | (19,308 | ) |
| Management fees | (9,388 | ) | (7,458 | ) | (2,637 | ) | (2,846 | ) | |
| Other operating loss net | 27 | (9,860 | ) | (12,873 | ) | (2,558 | ) | (6,493 | ) |
| Profit / (Loss) from Operations | 25,451 | (11,412 | ) | 54,175 | 9,925 | ||||
| Share of profit of subsidiaries, associates and joint ventures | 6 | 184,913 | 98,316 | 27,955 | 54,327 | ||||
| Profit Before Financing and Taxation | 210,364 | 86,904 | 82,130 | 64,252 | |||||
| Finance income | 28 | 30,776 | 18,941 | 13,469 | 5,250 | ||||
| Finance costs | 28 | (203,951 | ) | (138,704 | ) | (74,612 | ) | (53,906 | ) |
| Financial results, net | 28 | (173,175 | ) | (119,763 | ) | (61,143 | ) | (48,656 | ) |
| Profit / (Loss) Before Income Tax | 37,189 | (32,859 | ) | 20,987 | 15,596 | ||||
| Income tax gain | 21 | 47,302 | 35,976 | 2,744 | 8,233 | ||||
| Profit for the period | 84,491 | 3,117 | 23,731 | 23,829 | |||||
| Profit per share for the period: | |||||||||
| Basic | 0.17 | 0.01 | 0.05 | 0.05 | |||||
| Diluted | 0.15 | 0.01 | 0.04 | 0.04 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
2
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Comprehensive Income
for the nine and three-month periods beginning on July 1, 2012 and 2011 and January 1, 2013 and 2012, respectively and ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| 2013 | 2012 | 2013 | 2012 | ||
|---|---|---|---|---|---|
| Profit for the period | 84,491 | 3,117 | 22,269 | 23,829 | |
| Other Comprehensive Income: | |||||
| Items that may be reclassified subsequently to profit or loss: | |||||
| Currency translation adjustment from subsidiaries, associates and joint ventures | 102,963 | (42,324 | ) | 54,726 | 29,675 |
| Other Comprehensive income / (loss) for the Period (i) | 102,963 | (42,324 | ) | 54,726 | 29,675 |
| Total comprehensive income / (loss) for the Period | 187,454 | (39,207 | ) | 76,995 | 53,504 |
(i) Items included in other comprehensive income do not generate any impact on the income tax.
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
3
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the nine-month periods ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Balance at July 1, 2012 | 496,562 | 5,001 | 166,218 | 773,079 | 106,263 | 1,547,123 | (9,596 | ) | (81,939 | ) | 4,540 | 42,922 | 389,202 | 666,611 | 2,558,863 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit for the period | - | - | - | - | - | - | - | - | - | - | 84,491 | 84,491 | ||||||||
| Others comprehensive income for the period | - | - | - | - | - | - | 102,963 | - | - | - | - | 102,963 | ||||||||
| Total comprehensive income for the period | - | - | - | - | - | - | 102,963 | - | - | - | 84,491 | 187,454 | ||||||||
| Shareholders Meeting held on 10/31/12: | ||||||||||||||||||||
| - Legal reserve | - | - | - | - | - | - | - | - | - | 3,913 | (3,913 | ) | - | |||||||
| - Other reserves | - | - | - | - | - | - | - | - | - | - | (52,137 | ) | 52,137 | - | ||||||
| - Appropriation of retained earnings | - | - | (100,793 | ) | - | - | (100,793 | ) | - | - | - | - | - | 100,793 | - | |||||
| - Cash dividends | - | - | - | - | - | - | - | - | - | - | - | (120,000 | ) | (120,000 | ) | |||||
| Acquisition of subsidiaries | - | - | - | - | - | - | (8,284 | ) | - | - | - | - | - | (8,284 | ) | |||||
| Equity-settled compensation | - | - | - | - | - | - | - | - | 6,245 | - | - | - | 6,245 | |||||||
| Exercise of warrants | - | - | - | - | 1 | 1 | - | - | - | - | - | - | 1 | |||||||
| Reimbursement of expired dividends | - | - | - | - | - | - | - | - | - | - | - | 385 | 385 | |||||||
| Cumulative translation adjustment for interest held before business combination | - | - | - | - | - | - | - | (8,331 | ) | (8,331 | ) | |||||||||
| Balance at March 31, 2013 | 496,562 | 5,001 | 65,425 | 773,079 | 106,264 | 1,446,331 | (17,880 | ) | 12,693 | 10,785 | 46,835 | 337,065 | 780,504 | 2,616,333 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
4
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Changes in Shareholders’ Equity
for the nine-month periods ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Balance at July 1, 2011 | 496,562 | 5,001 | 166,218 | 773,079 | 106,263 | 1,547,123 | - | - | 1,012 | 32,293 | 320,064 | 829,207 | 2,729,699 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit for the period | - | - | - | - | - | - | - | - | - | - | - | 3,117 | 3,117 | ||||
| Other comprehensive loss for the period | - | - | - | - | - | - | - | (42,324 | ) | - | - | - | - | (42,324 | ) | ||
| Total comprehensive (loss) / income for the period | - | - | - | - | - | - | - | (42,324 | ) | - | - | - | 3,117 | (39,207 | ) | ||
| Equity-settled compensation | - | - | - | - | - | - | - | - | 3,509 | - | - | - | 3,509 | ||||
| Legal Reserve | - | - | - | - | - | - | - | - | - | 10,629 | - | (10,629 | ) | - | |||
| Reserve for new developments | - | - | - | - | - | - | - | - | - | - | 69,138 | (69,138 | ) | - | |||
| Acquisition of subsidiaries | - | - | - | - | - | - | (16,840 | ) | - | - | - | - | - | (16,840 | ) | ||
| Dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | - | - | - | (63,800 | ) | (63,800 | ) | ||
| Unpaid expired dividends | - | - | - | - | - | - | - | - | - | - | - | 2,301 | 2,301 | ||||
| Balance at March 31, 2012 | 496,562 | 5,001 | 166,218 | 773,079 | 106,263 | 1,547,123 | (16,840 | ) | (42,324 | ) | 4,521 | 42,922 | 389,202 | 691,058 | 2,615,662 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
5
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Unaudited Condensed Interim Separate Statements of Cash Flows
for the nine-month periods ended March 31, 2013 and 2012
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 03.31.2013 | 03.31.2012 | |||
|---|---|---|---|---|---|
| Operating activities: | |||||
| Cash used in operations | 16 | (13,955 | ) | (12,392 | ) |
| Income tax paid | - | (6,769 | ) | ||
| Net cash used in operating activities | (13,955 | ) | (19,161 | ) | |
| Investing activities: | |||||
| Acquisition of subsidiaries, associates and joint ventures | 4 | (7,924 | ) | (170,423 | ) |
| Capital contribution to subsidiaries, associates and joint ventures | 6 | (78,987 | ) | - | |
| Purchases of investment properties | 7 | (1,686 | ) | - | |
| Purchases of property, plant and equipment | 8 | (37,845 | ) | (43,418 | ) |
| Proceeds from sale of property, plant and equipment | 1,758 | 828 | |||
| Purchase of intangible assets | 10 | (43 | ) | - | |
| Payment of investment in financial assets | (449,585 | ) | (731 | ) | |
| Proceeds from disposals of Investment in financial assets | 290,903 | - | |||
| Loans granted to subsidiaries, associates and joint ventures | (18,245 | ) | (38,530 | ) | |
| Loans repayments received from subsidiaries, associates and joint ventures | 30,000 | 525 | |||
| Dividends received | 119,167 | 136,697 | |||
| Net cash used in investing activities | (152,487 | ) | (115,052 | ) | |
| Financing activities: | |||||
| Proceeds from issuance of non-convertible bonds, net of expenses | 634,597 | 246,869 | |||
| Payment of non-convertible notes | (223,197 | ) | (62,830 | ) | |
| Dividend payments | (52,946 | ) | (63,800 | ) | |
| Proceeds from borrowings, net of expenses | 110,698 | 233,752 | |||
| Repayments of borrowings | (188,421 | ) | (163,643 | ) | |
| Proceeds from borrowings from subsidiaries, associates and joint ventures | (186 | ) | 105,625 | ||
| Payments of borrowings from subsidiaries, associates and joint ventures | - | (108,015 | ) | ||
| Proceeds from warrants | 1 | - | |||
| Payment of seller financing | (107 | ) | - | ||
| Interest paid | (88,996 | ) | (64,393 | ) | |
| Net Cash flows provided by financing activities | 191,443 | 123,565 | |||
| Net increase (decrease) in cash and cash equivalents | 25,001 | (10,648 | ) | ||
| Cash and cash equivalents at beginning of period | 16 | 8,194 | 24,979 | ||
| Foreign exchange gain on cash and cash equivalents | 433 | 180 | |||
| Cash and cash equivalents at end of period | 33,628 | 14,511 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Separate Financial Statements.
| Cresud S.A.C.I.F. y A. | |
|---|---|
| By: | /s/ Alejandro G. Elsztain |
| Alejandro G. Elsztain | |
| Vice-President II acting as President |
6
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- General information
1.1 Company’s business and general information
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud” or the “Company”) was founded in 1936 as a subsidiary of Credit Foncier, a Belgian company primarily engaged in providing rural and urban loans in Argentina and administering real estate holdings foreclosed by Credit Foncier. Credit Foncier was liquidated in 1959, and as part of such liquidation, the shares of Cresud were distributed to Credit Foncier’s shareholders. From the 1960s through the end of the 1970s, the business of Cresud shifted exclusively to agricultural activities.
Cresud is a company organized and domiciled in the Republic of Argentina. The address of its registered office is Moreno 877, 23rd Floor, Buenos Aires, Argentina.
These Unaudited Condensed Interim Separate Financial Statements have been approved for issue by the Board of Directors on May 17, 2013.
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”)
2.1. Basis of preparation and transition to RT 26
The National Securities Commission, (“CNV”, as per its Spanish acronym), through General Resolutions No. 562/9 and 576/10, has provided for the application of Technical Resolutions No. 26 and 29 of the Argentine Federation of Professional Councils of Economic Sciences (“F.A.C.P.C.E.”, as per its Spanish acronym), which adopt the International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standards Board (“IASB”), for companies subject to the public offering regime ruled by Law 17,811, due to the listing of their shares or corporate notes, and for entities that have applied for authorization to be listed under the mentioned regime.
The Company is required to adopt IFRS as from the fiscal year beginning July 1, 2012, being these financial statements the first interim financial statements for the nine-month periods prepared under IFRS. The Company’s transition date for the adoption of IFRS as defined by IFRS 1, First time adoption of IFRS, is July 1, 2011.
The Unaudited Condensed Interim Separate Financial Statements of the Company for the nine-month periods ended March 31, 2013 and 2012 have been prepared in accordance with RT 26 of F.A.C.P.C.E., adopted by CNV. This Technical Resolution differs from International Accounting Standard (IAS) 34, Interim Financial Reporting, issued by IASB, in reference to the accounting measurement criteria of the investments in subsidiaries, joint ventures and associates, which are accounted for under the equity method described by IAS 28 “Investments in Associates”. This criterion differs from the provisions of paragraph 38 of IAS 27 “Separate Financial Statements”, whereby such investments are measured at cost or fair value.
7
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
The Unaudited Condensed Interim Separate Financial Statements have been prepared in accordance with the accounting policies that the Company expects to adopt in its annual consolidated financial statements as of June 30, 2013. The accounting policies are based on IFRSs issued by the IASB and the interpretations issued by the IFRS Interpretation Committee (“IFRIC”) that the Company expects to become applicable on such date.
The separate consolidated financial statements of the Company were prepared in accordance with the Argentine accounting standards (Argentine GAAP) in force, which differ from IFRS in some areas. To prepare these Unaudited Condensed Interim Separate Financial Statements, the Management of the Company has modified certain valuation and presentation accounting policies that were previously applied under Argentine accounting standards in order comply with the IFRS.
Comparative figures and figures as of the transition date (July 1, 2011) have been modified to reflect such adjustments. The notes below include a reconciliation of shareholders’ equity figures of separate financial statements prepared in accordance with the Argentine GAAP on the transition date (July 1, 2011), on the adoption date (June 30, 2012) and on the closing date of the comparative period (March 31, 2012) and the statement of income and other comprehensive income figures for the fiscal year ended June 30, 2012 and for the nine-month period ended as of March 31, 2012, and those presented in accordance with the RT 26 in these Unaudited Condensed Interim Separate Financial Statements, as well as the effects of the adjustments to cash flow.
These Unaudited Condensed Interim Separate Financial Statements should be read together with the annual financial statements of the Company as of June 30, 2012 prepared in accordance with Argentine accounting standards in force. Exhibit I included in Unaudited Condensed Interim Separate Financial Statement as of September 30, 2012, present additional information as of June 30, 2012 and July 1, 2011 under IFRS which is considered necessary to understand these Unaudited Condensed Interim Separate Financial Statements. Therefore, these Unaudited Condensed Interim Separate Financial Statements should be read together with the Unaudited Condensed Interim Separate Financial Statements as of September 30, 2012. Figures corresponding to Statement of Financial Position, Statement of Income, Statement of Changes in Shareholders’ Equity and Statement of Cash Flow under IFRS for the fiscal year ended as of June 30, 2012 and figures corresponding to Statement of Financial Position as of July 1, 2011 are detailed in Note 2.3 of these Unaudited Condensed Interim Separate Financial Statements. These Unaudited Condensed Interim Separate Financial Statements are expressed in thousands of Argentine Pesos.
The Unaudited Condensed Interim Separate Financial Statements for the nine-month periods ended as of March 31, 2013 and 2012 have not been audited. The Company´s management believes they include all necessary adjustments to fairly present the results of each period. Results for the nine-month periods ended March 31, 2013 and 2012 do not necessarily reflect proportionally the Company´s results for the complete fiscal year.
8
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
The format of the primary financial statements under Argentine GAAP is governed by Technical Resolutions 8 and 9 of the “FACPCE” and Resolutions of the CNV. IAS 1 Presentation of Financial Statements requires certain disclosures to be made on the face of the primary statements and other required disclosures may be made in the notes or on the face of the financial statements, unless another standard specifies otherwise. The transition to Technical Resolutions No. 26 has resulted in the Company changing the format of its Statement of Income, statement of financial position and statement of cash flows, as well as the disclosure of certain line items not prescribed by Argentine GAAP.
2.2. Initial elections upon adoption of Technical Resolution No. 26 (“RT 26”)
As a general rule, the Company is required to establish its IFRS accounting policies for the year ended as of June 30, 2013 and apply these retrospectively. However, advantage has been taken of certain exemptions and exceptions afforded by IFRS 1.
In Notes 2.2. and 2.3. to the Unaudited Condensed Interim Consolidated Financial Statements of the Company indicates the exemptions and exceptions that are applicable in IFRS 1 and that have been applied in the transition from Argentine GAAP to RT 26.
2.3. Reconciliations of Argentine GAAP to Technical Resolution No. 26 (“RT 26”)
In accordance with the requirements of Technical Resolution No. 26 and No. 29 of FACPCE., set out below are the reconciliations of shareholders’ equity in accordance with Argentine GAAP and RT 26 as of June 30, 2012, as of March 31, 2012 and as of July 1, 2011, and the reconciliations of comprehensive income and cash flows for the year ended as of June 30, 2012 and for the nine-month period ended as of March 31, 2012. The reconciliations included below were prepared based on the IFRS standards that are estimated to be applicable for the Company for the financial statements as of and for the year ended June 30, 2013. The items and amounts in the reconciliations included below are subject to change and should only be deemed final when the consolidated financial statements prepared under RT 26 for the first time as of and for the year ended June 30, 2013 are issued.
The items and amounts included in the reconciliations could be modified to the extent that, when preparing financial statements as of and for the year ended June 30, 2013, applicable standards are different.
The first reconciliation provides an overview of the impact on equity of the transition as of July 1, 2011, as of March 31, 2012 and as of June 30, 2012 (Note 2.3.1). The second reconciliation provides an overview of the impact on net income for the nine-month period ended as of March 31, 2012 and for the fiscal year ended as of June 30, 2012 (Note 2.3.2). The third reconciliation provides an overview of the impact on comprehensive income for the nine-month period ended as of March 31, 2012 and for the fiscal year ended as of June 30, 2012 (Note 2.3.3).
9
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
2.3.1. Summary of equity
| Shareholders’ equity under Argentine GAAP | 2,101,681 | 2,078,351 | 2,063,281 | ||||
|---|---|---|---|---|---|---|---|
| Biological assets and agriculture produce at the point of harvest | (a) | 30,411 | (146 | ) | 1,506 | ||
| Inventories | (b) | (6,313 | ) | (4,973 | ) | (5,233 | ) |
| Pre-operating and organization expenses | (c) | (769 | ) | (543 | ) | (684 | ) |
| Goodwill | (d) | 361,326 | 329,493 | 319,255 | |||
| Commodity linked debt | (e) | 97 | (118 | ) | 72 | ||
| Present value accounting - tax credits | (f) | 3,414 | 1,658 | 5,014 | |||
| Investment in subsidiaries, associates and joint ventures | (g) | 249,711 | 206,943 | 168,454 | |||
| Acquisition of subsidiaries | (h) | - | 3,758 | 9,379 | |||
| Amortization of cost of borrowing | (i) | - | 276 | 261 | |||
| Settlement of Brasilagro warrants | (j) | - | - | (2,706 | ) | ||
| Deferred income tax | (k) | (9,859 | ) | 963 | 264 | ||
| Shareholders’ equity under RT 26 | 2,729,699 | 2,615,662 | 2,558,863 |
2.3.2. Summary of profit / (loss)
| March 31, 2012 | March 31, 2012 | June 30, 2012 | |||||
| Net comprehensive income under Argentine GAAP | 74,306 | 27,606 | 78,263 | ||||
| Biological assets and agriculture produce at the point of harvest | (a) | (30,558 | ) | (2,089 | ) | (28,905 | ) |
| Inventories | (b) | 1,340 | 1,207 | 1,080 | |||
| Pre-operating and organization expenses | (c) | 226 | 74 | 85 | |||
| Goodwill | (d) | (31,227 | ) | (21,415 | ) | (41,029 | ) |
| Commodity linked debt | (e) | (215 | ) | (218 | ) | (25 | ) |
| Present value accounting - tax credits | (f) | (1,755 | ) | (612 | ) | 1,600 | |
| Investment in subsidiaries, associates and joint ventures | (g) | (20,098 | ) | 18,429 | (42,782 | ) | |
| Amortization of cost of borrowing | (i) | 276 | 276 | 261 | |||
| Deferred income tax | (k) | 10,822 | 504 | 10,123 | |||
| Net comprehensive income / loss under RT 26 | 3,117 | 23,762 | (21,329 | ) |
2.3.3. Summary of other comprehensive income
| March 31, 2012 | March 31, 2012 | June 30, 2012 | |||||
| Other comprehensive (loss) / income under Argentine GAAP | (29,884 | ) | 33,216 | (58,692 | ) | ||
| Goodwill | (d) | (606 | ) | 289 | (1,041 | ) | |
| Investments in subsidiaries | (g) | (11,834 | ) | (3,830 | ) | (22,206 | ) |
| Other comprehensive (loss) / income under Argentine RT 26 | (42,324 | ) | 29,675 | (81,939 | ) |
10
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
2.3.4. Reconciliation of cash flows for the nine-month periods ended March 31, 2012
Based on IAS 7 ‘Statement of Cash Flows’ requirements, the Company has made various reclassifications between operating, investing and financing activities in the cash flow statements presented under Argentine GAAP and the cash flows statements under IFRS as further detailed below:
(a) Operating activities
| Cash generated from operating activities under Argentine GAAP | (18,153 | ) |
|---|---|---|
| Proceeds from sale of properties, plant and equipment | (828 | ) |
| Exchange gains on cash and cash equivalents | (180 | ) |
| Cash generated from operating activities under RT 26 | (19,161 | ) |
(b) Investing activities
| Cash used in investing activities under Argentine GAAP | (113,609 | ) |
|---|---|---|
| Sale of properties, plant and equipment | 828 | |
| Cash incorporated by merger | (2,271 | ) |
| Cash used in investing activities under RT 26 | (115,052 | ) |
(c) Net increase in cash and cash equivalents
| Net increase in cash and cash equivalents under Argentine GAAP | (8,197 | ) |
|---|---|---|
| Exchange differences on cash and cash equivalents | (180 | ) |
| Cash incorporated by merger | (2,271 | ) |
| Net increase in cash and cash equivalents under RT 26 | (10,648 | ) |
2.3.5. Reconciliation of cash flows for the year ended June 30, 2012
(a) Operating activities
| Cash generated from operating activities under Argentine GAAP | 12,176 | |
|---|---|---|
| Proceeds from sale of properties, plant and equipment | (40,051 | ) |
| Cash used in operating activities under RT 26 | (27,875 | ) |
11
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
(b) Investing activities
| Cash used in investing activities under Argentine GAAP | (173,480 | ) |
|---|---|---|
| Proceeds from sale of properties, plant and equipment | 40,051 | |
| Cash used in investing activities under RT 26 | (133,429 | ) |
2.3.6. Presentation reclassifications affecting the statement of cash flows for the nine-month period ended as of March 31, 2012 and for the year ended as of June 30, 2012
Under the Argentine GAAP, the effect of exchange rate changes on cash and cash equivalents were disclosed as operating activities and not by presenting a fourth cash flows statement category as required by RT 26.
Pursuant to Argentine GAAPs, collected from the sale of property, plant and equipment (including properties classified as investment property under RT No. 26) was reported as operating activities. In accordance with RT No. 26, collected from the sale of property, plant and equipment are reported as investment activities.
Thus, cash flows generated by or used in operating, investment and financing activities were different in the statement of cash flow prepared under Argentine GAAP.
2.3.7. Explanation of the transition to IFRS
Argentine GAAP differs in certain significant respects from RT No. 26. Such differences involve methods of measuring the amounts shown in the financial statements, as further described below:
(a) Biological assets and agriculture produce at the point of harvest
This adjustment is consistent with the one described in Note 2.4.7.(c) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month periods ended as of March 31, 2013 and 2012. The Company adjusted all of its biological assets on the statement of financial position at fair value less costs to sell for an amount of Ps. 30.4 million, Ps. 0.2 million loss and Ps. 1.5 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Company recognized an amount of Ps. 30.6 million in the statement of income, and the remaining amount of Ps. 30.4 million against retained earnings. For the year ended June 30, 2012, the Company recognized an amount of Ps. 28.9 million in the statement of income and the remaining amounts of Ps. 30.4 million against retained earnings.
12
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
(b) Inventories
This adjustment is consistent with the one described in Note 2.4.7.(d) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. The Company reduced inventories by Ps. 6.3 million, Ps. 5.0 million and Ps. 5.2 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Company recognized a gain for an amount of Ps. 1.3 million in the statement of income and the remaining amounts of Ps. 6.3 million against retained earnings. For the fiscal year ended as of June 30, 2012, the Company recognized a gain for an amount of Ps. 1.1 million in the statement of income and an amount of Ps. 6.3 million against retained earnings.
(c) Pre-operating and organization expenses
This adjustment is consistent with the one described in Note 2.4.7.(f) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. As of July 1, 2011 the balances of pre-operating, organization expenses and other start-up costs capitalized under Argentine GAAP were derecognized for an amount of Ps. 0.8 million (March 31, 2012: Ps. 0.5 million; June 30, 2012: Ps. 0.7 million) of intangible assets. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Company recognized a gain for an amount of Ps. 0.2 million in the statement of income and the remaining amount of Ps. 0.7 million against retained earnings. For the year ended June 30, 2012 the Company recognized a loss for an amount of Ps. 0.1 million in the statement of income and the remaining amount of Ps. 0.8 million against retained earnings.
(d) Goodwill
This adjustment is consistent with the one described in Note 2.4.7.(g) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. The balances of negative goodwill included in the balances of investment in subsidiaries, associates and joint venture in the statement of financial position under Argentine GAAP were derecognized under RT 26 for an amount of Ps. 361.3 million, Ps. 329.0 million and Ps. 319.3 million as of July 1, 2011, March 31, 2012 and June 30, 2012 respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012, the Company recognized: (i) a loss for Ps. 31.2 million in the statement of income, (ii) a loss for an amount Ps. 0.6 million against comprehensive income and (iii) the remaining amounts of Ps. 361.3 million against retained earnings. For the year ended as of June 30, 2012, the Company recognized (i) a loss for Ps. 41.0 million in the statements of income, (ii) a loss for an amount Ps. 1.0 million against comprehensive income and (iii) the remaining amounts of Ps. 361.3 million against retained earnings.
13
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
(e) Commodity linked debt
This adjustment is consistent with the one described in Note 2.4.7.(k) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. The Company adjusted borrowings for an amount of Ps. 0.1 million, Ps. 0.5 million and Ps. 0.1 million loss as of July 1, 2011, March 31, 2012 and June 30, 2012 respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 an amount of Ps. 0.1 million was recognized against retained earnings and an amount of Ps. 0.2 million (loss) was recognized in the statement of income. For the fiscal year ended as of June 30, 2012, was recognized an amount of Ps. 0.1 million against retained earnings and a loss of Ps. 0.02 million in the statement of income.
(f) Present value accounting - tax credits
This adjustment is consistent with the one described in Note 2.4.7.(m) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. The Company eliminated the effect of discounting tax credits for an amount of Ps. 3.4 million, Ps. 1.6 million and Ps. 5.0 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended as of March 31, 2012 was recognized an amount of Ps. 3.4 million against retained earnings and a loss of Ps. 1.8 million in the statement of income. For the fiscal year ended as of June 30, 2012, an amount of Ps. 3.4 million was recognized against retained earnings and an amount of Ps. 1.6 million gains was recognized in the statement of income.
(g) Impact of RT 26 adjustments on investment in subsidiaries, associates and joint ventures
Argentine GAAP - Investments in entities in which the Company exercises control, are accounted for under the equity method. Under the equity method, the investment is recorded at original cost and periodically increased (decreased) by the investor's proportionate share of earnings (losses) of the investee and decreased by all dividends received from the investor by the investee. The Company applied its percentage ownership interest to the financial statements of its equity method investments prepared under Argentine GAAP.
RT 26 – As in mentioned in Note 2.1 the Company also accounts for these investments under the equity method of accounting. However, the Company has assessed the impact of RT 26 adjustments on the financial statements of these investments prepared under Argentine GAAP prior to the application of the equity method.
14
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
A description of the most significant RT 26 adjustments to the Shareholders’ equity, net income of subsidiaries is included in Notes 2.4.7.(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (l), (m), (n), (o), (p), (r), (t), (u) and (v) to the Unaudited Condensed Interim Consolidated Financial Statements.
As a result, the net equity of the subsidiaries, associates and joint ventures was increased by Ps. 249.7 million, Ps. 206.9 million and Ps.168.5 million as of July 1, 2011, March 31, 2012 and June 30, 2012, respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended March 31, 2012, (i) the amount of Ps. 249.7 million was recognized against retained earnings, (ii) an amount of Ps. 11.8 million loss was recognized as comprehensive income, (iii) an amount of Ps. 20.2 million loss was recognized in the statement of income and (iv) Ps. 10.8 million were recognized as a debit in the statements in shareholder´s equity. For the fiscal year ended as of June 30, 2012, (i) the amount of Ps. 249.7 million were recognized against retained earnings, (ii) an amount of Ps. 22.2 million loss were recognized against comprehensive income, (iii) an amount of Ps. 42.8 million loss were recognized in the statement of income and (iv) Ps. 16.2 million were recognized as a debit in the statements in shareholders’ equity.
(h) Acquisition of subsidiaries
This adjustment is consistent with the one described in Note 2.4.7.(p) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. As of March 31, 2012, the Company recognized a credit of Ps. 3.8 million in equity. Additionally, as of June 30, 2012 the Company recognized a credit of Ps. 9.4 million in shareholders’ equity.
(i) Amortization of transaction costs of borrowings
This adjustment is consistent with the one described in Note 2.4.7.(r) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. The Company recognized a gain for the difference in amortization of transaction costs on borrowings for an amount of Ps. 0.3 million as of June 30, 2012 and March 31, 2012 in the statements of income.
(j) Settlement of Brasilagro warrants
This adjustment is consistent with the one described in Note 2.4.7.(s) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. The Company writes off the assets for an amount of Ps. 2.7 million as of June 30, 2012, against a deduction in the shareholders’ equity.
15
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Basis of preparation and adoption of Technical Resolution No. 26 (“RT 26”) (Continued)
(k) Deferred tax
This adjustment is consistent with the one described in Note 2.4.7. (u) to the Unaudited Condensed Interim Consolidated Financial Statements for the nine-month period ended as of March 31, 2013 and 2012. The Company has assessed the impact of all RT 26 adjustments on deferred income taxes. As a result, the Company recognized an adjustment to deferred income taxes of Ps. 9.9 million, Ps. 0.9 million and Ps. 0.3 million as of July 1, 2011, March 31, 2012 and June 30, 2012 respectively. As of July 1, 2011, the adjustment was recognized against retained earnings. For the nine-month period ended March 31, 2012 an amount of Ps. 9.9 million was recognized against retained earnings and an amount of Ps. 10.8 million gain was recognized in the statement of income. For the period ended June 30, 2012 were recognized an amount of Ps. 9.9 million against retained earnings and an amount of Ps. 10.1 million gain was recognized in the statement of income.
2.4. Significant Accounting Policies
The principal accounting policies applied in the preparation of these Unaudited Condensed Interim Separate Financial Statements are consistent with those applied in the preparation of the information under IFRSs as of June 30, 2012, (which are stated in Exhibit I), and are based upon such IFRSs expected to be in force as of June 30, 2013 (except for the recognition criteria of investments in subsidiaries, jointly-controlled entities and associates), as described in Note 2.1. The most significant accounting policies are described in Exhibit I.
2.5. Use of estimates
The preparation of financial statements at a certain date requires the Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these financial statements.
In the preparation of these Unaudited Condensed Interim Separate Financial Statements, the significant judgments made by Management in applying the Company’s accounting policies and the main sources of uncertainty were the same applied by the Company in the preparation of the annual financial statements relative to the year ended June 30, 2012 described in Exhibit I.
16
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Seasonal effects on operations
The operations of the Company are also subject to seasonal effects. The harvests and sale of grains (corn, soybean and sunflower) generally take place between February and June every year. Wheat is generally harvested between November and January. However, milk production is generally larger during the second quarter, when conditions are more favorable. As a result, there may be material fluctuations in the agricultural business results across quarters.
- Acquisitions and disposals
See summary of acquisition and disposal of the Company for the nine-month period ended as of March 31, 2013 in Note 4 to Unaudited Condensed Interim Consolidated Financial Statements.
- Financial risk management
5.1. Financial risk
The Company’s activities are exposed to several financial risks, namely: market risk (including exchange rate risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk.
Exhibit I provides information on financial risk management as of June 30, 2012 and July 1, 2011. Since June 30, 2012 there have been no changes in the risk management or risk management policies applied by the Company.
5.2. Fair value estimates
Since June 30, 2012 there have been no reclassifications of financial assets.
Additionally, since June 30, 2012 there have been no significant changes in business or economic circumstances affecting the fair value of the Company's financial assets or liabilities (either measured at fair value or amortized cost), nor any transfers between the different hierarchies used to assess the fair value of the Company's financial instruments.
17
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Information about principal subsidiaries, associates and joint ventures
The Company conducts its business through several operating and holding subsidiaries, associates and joint ventures.
Set out below is the summarized financial information for each subsidiary, associate and joint venture for the nine-month period ended as of March 31, 2013 and for the fiscal year ended as of June 30, 2012:
| Beginning of the period / year | 2,656,655 | 2,645,821 | ||
|---|---|---|---|---|
| Acquisition of subsidiaries (1) | (360 | ) | 160,257 | |
| Capital contribution | 78,989 | 76,659 | ||
| Disposal of subsidiaries | - | (26,004 | ) | |
| Share of profit, net | 184,913 | 77,421 | ||
| Exchange differences | 111,233 | (81,941 | ) | |
| Share-based payments reserve | 4,534 | 2,749 | ||
| Dividends distributed | (119,552 | ) | (200,607 | ) |
| Reimbursement of expired dividends | 385 | 2,300 | ||
| End of the period / year | 2,916,797 | 2,656,655 |
(1) It includes a reserve for changes in equity interest in subsidiaries.
See changes in Company’s investment in associates and joint ventures for the nine-month periods ended as of March 31, 2013 and 2012 in Notes 8 and 9 to the Unaudited Condensed Interim Consolidated Financial Statements.
- Investment properties
Changes in Company’s investment properties for the nine-month period ended as of March 31, 2013 and for the fiscal year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 15,995 | 25,078 | ||
|---|---|---|---|---|
| Additions | 1,686 | 616 | ||
| Reclassifications of Property, plant and equipment | 8,565 | 1,873 | ||
| Reclassifications to trading properties | (811 | ) | - | |
| Disposals | (77 | ) | (11,256 | ) |
| Depreciation charge (i) | (262 | ) | (316 | ) |
| End of the period / year | 25,096 | 15,995 |
(i) Depreciation charges of investment property were included in “Costs” in the Statement of Income. (Note 24).
18
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Investment properties (Continued)
The following amounts have been recognized in the statement of income:
| Rental and service income | 17,128 | 20,152 |
|---|---|---|
- Property, plant and equipment
Changes in Company’s property, plant and equipment (“PPE”) for the nine-month period ended as of March 31, 2013 and for the fiscal year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 360,329 | 311,739 | ||
|---|---|---|---|---|
| Additions | 38,005 | 60,422 | ||
| Reclassifications to investment properties | (8,565 | ) | (1,873 | ) |
| Reclassifications to trading properties | (3,818 | ) | - | |
| Disposals | (1,786 | ) | (2,195 | ) |
| Depreciation charge (i) | (6,092 | ) | (7,764 | ) |
| End of the period / year | 378,073 | 360,329 |
(i) For the nine-month period ended as of March 31, 2013, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 303 under the line item “General and administrative expenses” and Ps. 23 under the line item “Selling expenses” and Ps. 5,766 under the line item “Cost” in the Statement of Income. For the fiscal year ended June 30, 2012, the depreciation expense of property, plant and equipment has been charged as follows: Ps. 479 under the line item “General and administrative expenses” and Ps. 5,789 under the line item “Cost” in the Statement of Income.
- Trading properties
Changes in Company’s trading properties for the nine-month period ended as of March 31, 2013 and for the fiscal year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | - | - |
|---|---|---|
| Reclassifications from investment properties and PPE | 4,678 | - |
| End of the period / year | 4,678 | - |
19
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Intangible assets, net
Changes in Company’s intangible assets for the nine-month period ended as of March 31, 2013 and for the fiscal year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 20,151 | 21,023 | ||
|---|---|---|---|---|
| Additions | 43 | 86 | ||
| Amortization charge (i) | (790 | ) | (958 | ) |
| End of the period / year | 19,404 | 20,151 |
(i) Amortization charges are included in “General and administrative expenses” in the Statement of Income. There are no impairment charges for any of the periods presented.
- Biological assets
Changes in Company’s biological assets for the nine-month period ended as of March 31, 2013 and for the fiscal year ended as of June 30, 2012 were as follows:
| Beginning of the period / year | 249,180 | 288,808 | ||
|---|---|---|---|---|
| Increase due to purchases | 456 | 17,296 | ||
| Initial recognition and changes in fair value of biological assets | 277,863 | 303,857 | ||
| Decrease due to harvest | (86,798 | ) | (235,550 | ) |
| Decrease due to sales | (46,037 | ) | (123,607 | ) |
| Decrease due to consumption | (948 | ) | (1,624 | ) |
| End of the period / year | 393,716 | 249,180 |
20
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Biological assets (Continued)
Biological assets as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Classification | ||||
|---|---|---|---|---|
| Non-current | ||||
| Cattle for dairy production | Production | 26,133 | 25,894 | 22,269 |
| Breeding cattle | Production | 160,049 | 146,169 | 168,731 |
| Other cattle | Production | - | 6,939 | 4,297 |
| Others biological assets | Production | 8,991 | 2,818 | 3,700 |
| Non-current biological assets | 195,173 | 181,820 | 198,997 | |
| Current | ||||
| Cattle for dairy production | Consumable | 174 | 93 | 5 |
| Cattle for sale | Consumable | 27,309 | 36,116 | 41,840 |
| Others biological assets | Consumable | 716 | 757 | 506 |
| Crops | Consumable | 170,344 | 30,394 | 47,460 |
| Current biological assets | 198,543 | 67,360 | 89,811 | |
| Total biological assets | 393,716 | 249,180 | 288,808 |
- Inventories
Company’s inventories as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Current | |||
| Crops | 24,211 | 73,776 | 95,501 |
| Materials and inputs | 36,543 | 29,927 | 47,939 |
| Seeds and fodders | 9,558 | 13,267 | 7,801 |
| Total inventories | 70,312 | 116,970 | 151,241 |
21
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Trade and other receivables
Company’s trade and other receivables as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Non-current | ||||||
| VAT receivables | 20,385 | 16,189 | 19,813 | |||
| Minimum Presumed Income Tax | 58,574 | 53,072 | 45,265 | |||
| Non-current other receivables | 78,959 | 69,261 | 65,078 | |||
| Related parties (Note 30) | 73,062 | 90,004 | - | |||
| Non-current trade and other receivables | 152,021 | 159,265 | 65,078 | |||
| Current | ||||||
| Receivables from sale of agricultural products and services | 20,543 | 45,671 | 46,669 | |||
| Deferred checks received | 9,413 | 7,983 | 4,929 | |||
| Debtors under legal proceedings | 314 | 322 | 322 | |||
| Less: allowance for doubtful accounts | (387 | ) | (474 | ) | (619 | ) |
| Trade receivables | 29,883 | 53,502 | 51,301 | |||
| Advanced leases | 38,887 | 17,938 | 23,913 | |||
| VAT receivables | 6,200 | 5,873 | 9,126 | |||
| Income tax prepayments | 14,125 | 13,744 | 10,885 | |||
| Loans | 2,430 | - | - | |||
| Gross sales tax credit | 4,108 | 5,886 | 3,448 | |||
| Other tax receivables | 2,834 | 1,509 | 436 | |||
| Advance payments | 1,456 | 2,330 | 1,298 | |||
| Expenses and services to recover | 3,394 | 3,616 | 7,235 | |||
| Others | 149 | 954 | 4,048 | |||
| Current other receivables | 73,583 | 51,850 | 60,389 | |||
| Related parties (Note 30) | 116,424 | 116,992 | 151,027 | |||
| Current trade and other receivables | 219,890 | 222,344 | 262,717 | |||
| Total trade and other receivables | 371,911 | 381,609 | 327,795 |
Movements on the Company’s allowance for doubtful accounts is as follows:
| Beginning of the period / year | 474 | 619 | ||
|---|---|---|---|---|
| Charge | 10 | 192 | ||
| Unused amounts reversed / uses | (97 | ) | (337 | ) |
| End of the period / year | 387 | 474 |
The creation and release of provision for impaired receivables have been included in “Selling expenses” in the statement of income (Note 25). Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash.
22
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Investment in Financial Assets
Company’s investments in financial assets as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Non-current | |||
| Shares | 21 | 21 | 21 |
| Total Non-Current | 21 | 21 | 21 |
| Current | |||
| Corporate bonds | 21,620 | - | - |
| Argentine government bonds | 608 | - | - |
| Mutual funds | 142,424 | 881 | - |
| Total Current | 164,652 | 881 | - |
| Total Investment in Financial Assets | 164,673 | 902 | 21 |
- Derivative financial instruments
Derivative financial instruments of the Company as of March 31, 2013, June 30, 2012 and July 1, 2011 are as follows:
| Assets | |||||
| Current | |||||
| Commodities | 2,577 | 1,202 | 2,919 | ||
| Swaps | - | 958 | 1,867 | ||
| Total Current | 2,577 | 2,160 | 4,786 | ||
| Total Assets | 2,577 | 2,160 | 4,786 | ||
| Liabilities | |||||
| Current | |||||
| Commodities | - | (59 | ) | (672 | ) |
| Total Current | - | (59 | ) | (672 | ) |
| Total liabilities | - | (59 | ) | (672 | ) |
Additionally, the Company holds certain embedded derivative financial instruments related to borrowings. See Note 20 for further details.
23
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Cash flow information
The following table shows the amounts of cash and cash equivalents as of March 31, 2013, June 30, 2012 and July 1, 2011:
| Cash at bank and on hand | 17,286 | 8,136 | 5,886 |
|---|---|---|---|
| Mutual funds | 43 | 58 | 19,093 |
| Time deposits | 16,299 | - | - |
| Total cash and cash equivalents | 33,628 | 8,194 | 24,979 |
Following is a detailed description of cash flows used in the Company’s operations for the nine-month period ended as of March 31, 2013 and 2012.
| Profit for the period | 84,491 | 3,117 | ||
|---|---|---|---|---|
| Adjustments for : | ||||
| Income tax expense | (47,302 | ) | (35,976 | ) |
| Depreciation | 6,354 | 6,124 | ||
| Amortization | 790 | 338 | ||
| Gain from disposal of property, plant and equipment | (102 | ) | - | |
| Release of properties, plant and equipment | 28 | - | ||
| Shared-based payments | 1,711 | 969 | ||
| Unrealized loss on derivative financial instruments | 3 | 5,781 | ||
| Changes in fair value of financial assets at fair value through profit or loss | (5,019 | ) | 13 | |
| Accrued interest, net | 82,043 | 76,660 | ||
| Unrealized initial recognition and changes in fair value of biological assets and agricultural produce | (220,538 | ) | (295,663 | ) |
| Changes in net realizable value of agricultural produce after harvest | (12,866 | ) | (4,130 | ) |
| Provisions and allowances | 4,117 | 5,191 | ||
| Share of (profit) / loss of Investment in subsidiaries, associates and joint ventures | (184,913 | ) | (98,316 | ) |
| Unrealized foreign exchange loss, net | 114,586 | 40,199 | ||
| Changes in operating assets and liabilities | ||||
| Decrease in biological assets | 75,955 | 226,286 | ||
| Decrease in inventories | 59,524 | 79,563 | ||
| (Increase)/Decrease in trade and other receivables | (21,064 | ) | 41,924 | |
| (Increase)/Decrease in derivative financial instruments | (557 | ) | 3,305 | |
| Increase/(Decrease) in trade and other payables | 58,504 | (64,923 | ) | |
| Decrease in payroll and social security liabilities | (9,700 | ) | (2,854 | ) |
| Net cash used in operating activities before income tax paid | (13,955 | ) | (12,392 | ) |
24
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Cash flow information (Continued)
The following table shows a detail of non-cash transaction occurred for the nine-month period ended as of March 31, 2013 and 2012:
| 03.31.13 | 03.31.12 | |||
|---|---|---|---|---|
| Non-cash activities: | ||||
| Increase of interest in subsidiaries, associates and joint venture by exchange differences on translating foreign operations | (94,634 | ) | (17,621 | ) |
| Reimbursement of expired dividends | 383 | 2,301 | ||
| Share – based payments reserve | 4,533 | 2,539 | ||
| Decrease of interest in subsidiaries, associates and joint ventures through an increase in trade and other receivables | - | 27,205 | ||
| Transfers of property, plant and equipment to investment properties | (8,565 | ) | - | |
| Increase of interest in subsidiaries, associates and joint ventures through a decrease in trade and other receivables | (16,552 | ) | (55,896 | ) |
| Increase in trading properties through a decrease in property, plant and equipment and investment properties | 4,678 | - | ||
| Unpaid dividends | (67,054 | ) | - |
25
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Trade and other payables
The detail of the Company’s trade and other payables as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Tax on shareholders’ personal assets | 1,552 | 1,781 | 2,086 |
|---|---|---|---|
| Investments in subsidiaries, associates and joint ventures | - | - | 11,031 |
| Others | 38 | 82 | 3,476 |
| Non-current other payables | 1,590 | 1,863 | 16,593 |
| Non-current trade and other payables | 1,590 | 1,863 | 16,593 |
| Current | |||
| Trade payables | 39,342 | 26,840 | 63,391 |
| Accruals | 25,117 | 22,926 | 50,893 |
| Trade payables | 64,459 | 49,766 | 114,284 |
| Rent and service payments received in advanced | 16,952 | 163 | - |
| Income from leases to be accrued | 2,447 | 173 | 54 |
| Guarantee deposits | 7,503 | 6,995 | - |
| Tax on Shareholders´ personal assets payable | 8,969 | - | - |
| Dividends payable | 67,054 | - | - |
| Other tax payables | 1,481 | 2,053 | 1,434 |
| Others | 20 | 4,788 | 5,555 |
| Current other payables | 104,426 | 14,172 | 7,043 |
| Related parties (Note 30) | 57,176 | 32,028 | 54,828 |
| Current trade and other payables | 226,061 | 95,966 | 176,155 |
| Total trade and other payables | 227,651 | 97,829 | 192,748 |
- Payroll and social security liabilities
The detail of the Company’s salaries and social security liabilities as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Current | |||
| Provision for vacation and bonuses | 25,070 | 33,754 | 23,868 |
| Social security payable | 3,734 | 3,992 | 4,176 |
| Salaries payable | 6 | 139 | 349 |
| Others | 275 | 900 | - |
| Current payroll and social security liabilities | 29,085 | 38,785 | 28,393 |
| Total payroll and social security liabilities | 29,085 | 38,785 | 28,393 |
26
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Provisions
The table below shows the movements in Company's provisions for other liabilities categorized by type of provision:
| At July 1, 2011 | 1,681 | - | 1,681 | ||
|---|---|---|---|---|---|
| Additions | 181 | 5 | 186 | ||
| Used during year | (290 | ) | - | (290 | ) |
| At June 30, 2012 | 1,572 | 5 | 1,577 | ||
| Additions | 3 | - | 3 | ||
| Used during period | (66 | ) | - | (66 | ) |
| At March 31, 2013 | 1,509 | 5 | 1,514 |
The analysis of total provisions was as follows:
| Non-current | 1,502 | 1,577 | 1,681 |
|---|---|---|---|
| Current | 12 | - | - |
| 1,514 | 1,577 | 1,681 |
27
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Borrowings
The detail of the Company’s borrowings as of March 31, 2013, June 30, 2012 and July 1, 2011 were as follows:
| Secured/ unsecured | Currency | Fixed/ Floating | Effective interest rate % | Nominal Value (in millions) | Value as of — March 31, 2013 | June 30, 2012 | July 1, 2011 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-current | |||||||||||
| CRESUD NCN Class IV due 2013 | Unsecured | US$ | Fixed | 7.75 % | 17.8 | - | - | 18,314 | |||
| CRESUD NCN Class V due 2013 | Unsecured | Ps. | Floating | Badlar + 375 bps | 106.9 | - | - | 70,927 | |||
| CRESUD NCN Class VI due 2013 (viii) | Unsecured | US$ | Fixed | 7.75 % | 34.8 | - | - | 106,895 | |||
| CRESUD NCN Class VII due 2014 | Unsecured | US$ | Floating | 4%+ Prize Factor | 2.1 | - | - | 8,509 | |||
| CRESUD NCN Class VIII due 2014 | Unsecured | US$ | Fixed | 7.50 % | 60 | 306,579 | 269,922 | - | |||
| CRESUD NCN Class IX due 2014 (i) | Unsecured | Ps. | Floating | Badlar + 300 bps | 161 | - | 106,606 | - | |||
| CRESUD NCN Class X due 2014 (ii) | Unsecured | US$ | Fixed | 7.75 % | 31.5 | 53,732 | 141,432 | - | |||
| CRESUD NCN Class X – 2° tranche due 2014 | Unsecured | US$ | Fixed | 7.75 % | 30 | 51,369 | - | - | |||
| CRESUD NCN Class XI due 2015 (iii) | Unsecured | Ps. | Floating | Badlar + 375 bps | 80.5 | 80,124 | 79,908 | - | |||
| CRESUD NCN Class XII due 2014 | Unsecured | Ps. | Floating | Badlar + 400 bps | 102 | 101,599 | - | - | |||
| CRESUD NCN Class XIII due 2015 | Unsecured | US$ | Fixed | 1.90 % | 79 | 403,823 | - | - | |||
| Loan from Banco Ciudad | Unsecured | US$ | Floating | Libor + 300 bps o 6% (the higher) | 15 | 73,917 | 51,540 | - | |||
| Loan from Banco de La Pampa | Unsecured | Ps. | Floating | Rate Survey PF 30-59 days | 20 | 19,779 | - | - | |||
| Loan from Banco de la Provincia de Buenos Aires | Unsecured | Ps. | Fixed | 15.01 % | 24 | 15,816 | - | - | |||
| Finance lease obligations | Secured | US$ | Fixed | 7.50 % | - | 131 | 49 | - | |||
| Non-current borrowings | 1,106,869 | 649,457 | 204,645 | ||||||||
| Current | |||||||||||
| CRESUD NCN Class III due 2012 | Unsecured | Ps. | Floating | Badlar + 400 bps | 35.6 | - | - | 36,575 | |||
| CRESUD NCN Class IV due 2013 | Unsecured | US$ | Fixed | 7.75 % | 17.8 | - | 18,958 | 55,811 | |||
| CRESUD NCN Class V due 2013 | Unsecured | Ps. | Floating | Badlar + 375 bps | 106.9 | - | 70,564 | 35,864 | |||
| CRESUD NCN Class VI due 2013 (iv) | Unsecured | US$ | Fixed | 7.75 % | 34.8 | - | 114,814 | 35,839 | |||
| CRESUD NCN Class VII due 2014 | Unsecured | US$ | Floating | 4%+ Prize Factor | 2.1 | - | 9,260 | (32 | ) | ||
| Embedded derivative on Cresud ON Series VII | - | 64 | 203 | ||||||||
| CRESUD NCN Class VIII due 2014 | Unsecured | US$ | Fixed | 7.5 % | 60 | (33 | ) | 4,966 | - | ||
| CRESUD NCN Class IX due 2014 (v) | Unsecured | Ps. | Floating | Badlar + 300 bps | 161 | 160,852 | 52,790 | - | |||
| CRESUD NCN Class X due 2014 (vi) | Unsecured | US$ | Fixed | 7.75 % | 31.5 | 106,963 | (375 | ) | - | ||
| CRESUD NCN Class X – 2nd tranche due 2014 | Unsecured | US$ | Fixed | 7.75 % | 30 | 104,481 | - | - | |||
| CRESUD NCN Class XI due 2015 (vii) | Unsecured | Ps. | Floating | Badlar + 375 bps | 80.5 | (26 | ) | (185 | ) | - | |
| CRESUD NCN Class XII due 2014 | Unsecured | Ps. | Floating | Badlar + 400 bps | 102 | 918 | - | - | |||
| CRESUD NCN Class XII due 2015 (vii) | Unsecured | US$ | Fixed | 1.90 % | 79 | (2,021 | ) | - | - | ||
| Loan from Banco Ciudad | Unsecured | US$ | Floating | Libor + 300 bps o 6% (the higher) | 15 | 4,787 | 811 | - | |||
| Loan from Banco de La Pampa | Unsecured | Ps. | Floating | Rate Survey PF 30-59 days | 20 | 329 | - | - | |||
| Loan from Banco de la Provincia de Buenos Aires | Unsecured | Ps. | Fixed | 15.01 % | 24 | 8,933 | - | - | |||
| Other borrowings | - | - | - | 119,716 | 115,168 | ||||||
| Finance lease obligations | Secured | US$ | Fixed | 7.50 % | - | 130 | 151 | - | |||
| Bank overdrafts | Unsecured | Ps. | Fixed | 377 | 13,016 | 262,292 | |||||
| Current borrowings | 385,690 | 404,550 | 541,720 | ||||||||
| Total borrowings | 1,492,559 | 1,054,007 | 746,365 |
(i) It includes an outstanding balance of Ps. 2,160 and Ps. 3,840 with Emprendimiento Recoleta S.A. (“ERSA”) and Panamerican Mall S.A. (“PAMSA”), respectively as of 06/30/12.
(ii) It includes an outstanding balance of Ps. 2,958 with ERSA as of 06/30/12 and it includes a balance of Ps. 1,116 with ERSA as of 03/31/13.
(iii) It includes an outstanding balance of Ps. 7,560 and Ps. 13,440 with ERSA and PAMSA, respectively, as of 06/30/12 and 03/31/13.
(iv) It includes an outstanding balance of Ps. 5,659 with ERSA as of 06/30/12.
(v) It includes an outstanding balance of Ps. 1,092 and Ps. 1,941 with ERSA and PAMSA, respectively, as of 06/30/12. It includes Ps. 3,256 and Ps. 5,788 with ERSA and PAMSA, respectively as of 03/31/13.
(vi) It includes an outstanding balance of Ps. 6 with ERSA as of 06/30/12 and Ps. 2,239 with ERSA as of 03/31/13.
(vii) It includes an outstanding balance of Ps. 29 and Ps. 52 with ERSA and PAMSA, respectively, as of 06/30/12. It includes Ps. 39 and Ps. 69 with ERSA and PAMSA, respectively, as of 03/31/13. It corresponds to corporate notes amortization expenses to be accrued.
See Note 23 to the Unaudited Condensed Interim Consolidated Financial Statements. New issuance of non-convertible notes.
28
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Taxation
The details of the provision for the Company’s income tax were as follows:
| Deferred income tax | 47,302 | 36,003 | |
|---|---|---|---|
| Current tax | - | (27 | ) |
| Income tax gain | 47,302 | 35,976 |
The gross movement on the deferred income tax account was as follows:
| Beginning of period / year | 61,025 | 112,764 | ||
|---|---|---|---|---|
| Charged to the statement of income | (47,302 | ) | (51,739 | ) |
| End of period/year | 13,723 | 61,025 |
The Company´s income tax expense charge differs from the theoretical amount that would arise using the weighted average tax rate applicable to Company´s profit before tax as follows:
| Tax calculated at the tax applicable tax rate in effect | (13,016 | ) | 11,501 | |
|---|---|---|---|---|
| Permanent differences : | ||||
| Income on equity investees, associates and joint ventures | 64,720 | 34,411 | ||
| Tax on personal assets | (3,139 | ) | (2,709 | ) |
| Shares sale | - | (2,201 | ) | |
| Others | (1,263 | ) | (5,026 | ) |
| Income tax expense | 47,302 | 35,976 |
- Dividends
Cash dividends for the year ended June 30, 2012 amounted to Ps. 120 million, which were approved at the annual general ordinary and extraordinary shareholders’ meeting on October 31, 2012.
29
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Revenues
| Crops | 191,378 | 194,867 |
|---|---|---|
| Cattle | 50,328 | 94,076 |
| Milk | 27,737 | 22,908 |
| Supplies | 7,332 | 1,146 |
| Leases | 13,163 | 14,970 |
| Agriculture services | 3,965 | 5,182 |
| Total revenue | 293,903 | 333,149 |
- Costs
| Crops | (311,193 | ) | (289,835 | ) |
|---|---|---|---|---|
| Cattle | (88,828 | ) | (126,724 | ) |
| Milk | (53,720 | ) | (42,379 | ) |
| Supplies | (6,467 | ) | (431 | ) |
| Agriculture services | (1,726 | ) | (999 | ) |
| Leases | (2,200 | ) | (442 | ) |
| Other costs | (4,106 | ) | (3,677 | ) |
| Total costs | (468,240 | ) | (464,487 | ) |
30
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Expenses by nature
For the nine-month period ended as of March 31, 2013:
| Cost of sale | Cost of agriculture production | Other costs | General and administrative expenses | Selling expenses | Total | |||
|---|---|---|---|---|---|---|---|---|
| Leases and expenses | - | 710 | 100 | 1,742 | 114 | 2,666 | ||
| Depreciation and amortization | 46 | 3,223 | 2,739 | 1,160 | 44 | 7,212 | ||
| Doubtful accounts | - | - | - | - | (60 | ) | (60 | ) |
| Advertising, publicity and other expenses | 1 | 170 | - | - | 1,826 | 1,997 | ||
| Other taxes, rates and contributions | 4 | 3,806 | 342 | 895 | 9,534 | 14,581 | ||
| Maintenance and repairs | 57 | 12,992 | 721 | 1,925 | 29,994 | 45,689 | ||
| Fees and payments for service | - | 1,834 | 140 | 2,798 | 468 | 5,240 | ||
| Director's fees | - | - | - | 2,261 | - | 2,261 | ||
| Salaries and social security expenses | 308 | 23,112 | 2,427 | 23,968 | 2,275 | 52,090 | ||
| Changes in biological assets and agricultural produce | 229,544 | - | - | - | - | 229,544 | ||
| Supplies and labor | 98 | 181,356 | 1,104 | - | - | 182,558 | ||
| Others | 3 | 2,944 | 459 | 4,379 | 14,683 | 22,468 | ||
| Total expenses by nature | 230,061 | 230,147 | 8,032 | 39,128 | 58,878 | 566,246 |
31
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Expenses by nature (Continued)
For the nine-month period ended as of March 31, 2012:
| Cost of sale | Cost of agriculture production | Other costs | General and administrative expenses | Selling expenses | Total | |
|---|---|---|---|---|---|---|
| Leases and expenses | 2 | 554 | 110 | 1,830 | 118 | 2,614 |
| Depreciation and amortization | 46 | 3,148 | 1,796 | 998 | 31 | 6,019 |
| Doubtful accounts | - | - | - | - | 126 | 126 |
| Advertising, publicity and other expenses | - | 512 | - | - | 1,871 | 2,383 |
| Other taxes, rates and contributions | - | 2,618 | 135 | 195 | 8,830 | 11,778 |
| Maintenance and repairs | 125 | 9,961 | 253 | 1,616 | 31,192 | 43,147 |
| Fees and payments for service | - | 1,383 | 212 | 3,040 | 477 | 5,112 |
| Director's fees | - | - | - | 1,874 | - | 1,874 |
| Salaries and social security expenses | 477 | 17,181 | 1,803 | 21,228 | 2,189 | 42,878 |
| Changes in biological assets and agricultural produce | 269,646 | - | - | - | - | 269,646 |
| Supplies and labor | 19 | 151,571 | 395 | - | - | 151,985 |
| Others | 1 | 2,125 | 414 | 2,958 | 12,480 | 17,978 |
| Total expenses by nature | 270,316 | 189,053 | 5,118 | 33,739 | 57,314 | 555,540 |
32
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Employee costs
| Wages, salaries, bonuses and social security cost | 47,035 | 39,183 |
|---|---|---|
| Other expenses and benefits | 2,801 | 2,603 |
| Share-based compensation | 1,711 | 970 |
| Pension costs – defined contribution plan | 543 | 122 |
| 52,090 | 42,878 |
- Other operating expenses, net
| Management fee | 1,106 | 1,263 | ||
|---|---|---|---|---|
| Loss from commodity derivative financial instruments | (2,324 | ) | (5,565 | ) |
| Gain from disposal of property, plant and equipment | 74 | 128 | ||
| Tax on shareholders personal assets | (8,969 | ) | (7,739 | ) |
| Donations | (280 | ) | (857 | ) |
| Contingencies | (456 | ) | (310 | ) |
| Project analysis and assessment | (469 | ) | (57 | ) |
| Others | 1,458 | 264 | ||
| Total other operating expenses, net | (9,860 | ) | (12,873 | ) |
33
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Financial results, net
| Finance income: | ||||
| - Interest income | 9,243 | 7,463 | ||
| - Foreign exchange gains | 16,405 | 10,591 | ||
| - Gain from interest rate/foreign exchange rate derivative financial instruments (except commodities) | 31 | 875 | ||
| - Fair value gains of financial assets at fair value through profit or loss | 5,019 | 12 | ||
| - Fair value gains on embedded derivatives relating to borrowings | 78 | - | ||
| Finance income | 30,776 | 18,941 | ||
| Finance costs: | ||||
| - Interest expense | (91,286 | ) | (84,123 | ) |
| - Foreign exchange losses | (104,610 | ) | (45,382 | ) |
| - Fair value losses of financial assets at fair value through profit or loss | - | (25 | ) | |
| - Tax on bank account operations | (6,083 | ) | (6,667 | ) |
| - Others finance costs | (1,972 | ) | (2,507 | ) |
| Finance costs | (203,951 | ) | (138,704 | ) |
| Total financial results, net | (173,175 | ) | (119,763 | ) |
- Shared-based payments
See Note 25, Exhibit 1 included in the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2012 and 2011.
34
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions
The following is a summary of the balances with related parties as of March 31, 2013:
| Related party — Agropecuaria Acres del Sud S.A. | Ref. — (6) | Description of transaction — Loan s | 14,374 | - | - | - | - | |
|---|---|---|---|---|---|---|---|---|
| Reimbursement of expense s | - | 52 | - | - | - | |||
| Fee s | - | 1,919 | - | - | - | |||
| Ombú Agropecuaria S.A. | (6) | Loan s | 27,026 | - | - | - | - | |
| Fee s | - | 597 | - | - | - | |||
| Yuchán Agropecuaria S.A. | (6) | Loan s | 14,463 | - | - | - | - | |
| Fee s | - | 597 | - | - | - | |||
| Yatay Agropecuaria S.A. | (6) | Loan s | 12,790 | - | - | - | - | |
| Fee s | - | 597 | - | - | - | |||
| Cresca S.A. | (7) | Reimbursement of expense s | - | 44 | (178 | ) | - | - |
| Fee s | - | 1,539 | - | - | - | |||
| FyO Trading S.A. | (6) | Reimbursement of expense s | - | 2 | - | - | - | |
| Futuros y Opciones.Com S.A. | (6) | Brokerag e | - | 10,786 | - | - | - | |
| Non-brokerag e | - | - | (42 | ) | - | - | ||
| Reimbursement of expense s | - | 40 | - | - | - | |||
| Agro-Uranga S.A. | (4) | Dividends receivabl e | - | 372 | - | - | - | |
| Sales of inventorie s | - | 925 | - | - | - | |||
| Directors | Reimbursement of expense s | - | 77 | - | - | - | ||
| Advance s | - | 862 | - | - | - | |||
| Provision fee s | - | - | (1,2620 | ) | - | - | ||
| Other s | - | - | (26 | ) | - | - | ||
| Consultores Asset Management S.A. (CAMSA) | (1) | Reimbursement of expense s | - | 88 | - | - | - | |
| Management fee s | - | - | (2,639 | ) | - | - | ||
| Estudio Zang, Bergel & Viñes | (2) | Advance s | - | 694 | - | - | - | |
| Legal service s | - | - | (1,041 | ) | - | - | ||
| Fundación IRSA | (3) | Donation s | - | - | - | - | - | |
| Inversiones Financieras del Sur S.A. | (5) | Loan s | - | 32,527 | - | - | - | |
| Reimbursement of expense s | - | 6 | - | - | - | |||
| Dividends receivabl e | - | - | (44,474 | ) | - | - |
35
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
| Related party — Banco Hipotecario S.A. | Ref. — (4) | Description of transaction — Others | - | - | (6 | ) | - | - |
|---|---|---|---|---|---|---|---|---|
| Cyrsa S.A. | (7) | Reimbursement of expenses | - | 757 | - | - | - | |
| Alto Palermo S.A. | (6) | Reimbursement of expenses | - | - | (2,671 | ) | - | - |
| Shared services | - | 33,823 | - | - | - | |||
| Loans | - | - | (524 | ) | - | - | ||
| Agrotech S.A. | (6) | Reimbursement of expenses | - | 65 | - | - | - | |
| Northagro S.A. | (6) | Reimbursement of expenses | - | 253 | - | - | - | |
| Borrowings | - | 317 | - | - | - | |||
| Pluriagro S.A. | (6) | Reimbursement of expenses | - | 253 | - | - | - | |
| Loans | - | 317 | - | - | - | |||
| Agro Managers S.A. | (4) | Others | - | 113 | - | - | - | |
| Fibesa S.A. | (6) | Reimbursement of expenses | - | 10 | (9 | ) | - | - |
| IRSA Internacional LLC | (6) | Reimbursement of expenses | - | - | - | - | - | |
| IRSA Inversiones y Representaciones S.A. | (6) | Reimbursement of expenses | - | - | (3,426 | ) | - | - |
| Shared services | - | 11,489 | - | - | - | |||
| Dividends receivable | - | - | - | - | - | |||
| Office leases | - | - | (429 | ) | - | - | ||
| Loans | - | - | (329 | ) | - | - | ||
| Sale of property | - | - | - | - | - | |||
| Cactus Argentina S.A. | (6) | Sale of goods and services | - | 68 | - | - | - | |
| Purchase of goods | - | - | (67 | ) | - | - | ||
| Reimbursement of expenses | - | 393 | - | - | - | |||
| Leases | - | 8 | - | - | - | |||
| Loans | - | 1,54 | - | - | - | |||
| Fees | - | 47 | - | - | - | |||
| Others | - | - | (6 | ) | - | - | ||
| BrasilAgro | (6) | Reimbursement of expenses | - | 111 | - | - | - | |
| Advances | - | - | (10 | ) | - | - | ||
| Sociedad Anónima Carnes Pampeanas S.A. (formerly Exportaciones Agroindustriales Argentinas S.A.) | (6) | Sale of goods and services | - | 136 | - | - | - | |
| Reimbursement of expenses | - | 11 | (7 | ) | - | - | ||
| Others | - | - | - | - | - |
36
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
| Related party — Emprendimiento Recoleta S.A. | Ref. — (6) | Description of transaction — Reimbursement of expenses | - | - | (7 | ) | (8,676 | ) | (5,534 | ) |
|---|---|---|---|---|---|---|---|---|---|---|
| Non-convertible notes | - | - | - | - | - | |||||
| Nuevas Fronteras S.A. | (6) | Purchase of goods / taking out services | - | - | (7 | ) | - | - | ||
| Panamerican Mall S.A. | (6) | Reimbursement of expenses | - | - | (14 | ) | - | - | ||
| Non-convertible notes | - | - | - | (13,440 | ) | (5,858 | ) | |||
| Helmir S.A. | (6) | Loans | 4,409 | 14,941 | - | - | - | |||
| Nuevo Puerto Santa Fe S.A. | (7) | Reimbursement of expenses | - | - | (2 | ) | - | - | ||
| Banco Crédito y Securitización | (4) | Others | - | 5 | - | - | - | |||
| Austral Gold | (8) | Reimbursement of expenses | - | 43 | - | - | - | |||
| Total | 73,062 | 116,424 | (57,176 | ) | (22,116 | ) | (11,392 | ) |
37
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
The following is a summary of the balances with related parties as of June 30, 2012:
| Related party — Consultores Asset Management S.A. (CAMSA) | Ref. — (1) | Description of transaction — Reimbursement of expenses | - | 86 | - | - | - | |
|---|---|---|---|---|---|---|---|---|
| Management fees | - | - | (2,991 | ) | - | - | ||
| Estudio Zang, Bergel & Viñes | (2) | Advances | - | 1 | - | - | - | |
| Legal services | - | 693 | (1,033 | ) | - | - | ||
| Agropecuaria Acres del Sud S.A. | (6) | Loans | 12,019 | - | - | - | - | |
| Reimbursement of expenses | - | 29 | - | - | - | |||
| Fees | - | 1,919 | - | - | - | |||
| Ombú Agropecuaria S.A. | (6) | Loans | 22,595 | - | - | - | - | |
| Fees | - | 353 | - | - | - | |||
| Yuchán Agropecuaria S.A. | (6) | Loans | 12,091 | - | - | - | - | |
| Fees | - | 353 | - | - | - | |||
| Yatay Agropecuaria S.A. | (6) | Loans | 10,693 | - | - | - | - | |
| Fees | - | 353 | - | - | - | |||
| Cresca S.A. | (7) | Reimbursement of expenses | - | 24 | (28 | ) | - | - |
| Fees | - | 406 | - | - | - | |||
| FyO Trading S.A. | (6) | Reimbursement of expenses | - | 6 | - | - | - | |
| Futuros y Opciones.Com S.A. | (6) | Brokerage | - | 4,877 | - | - | - | |
| Non-brokerage | - | - | (53 | ) | - | - | ||
| Reimbursement of expenses | - | - | (84 | ) | - | - | ||
| Fundación IRSA | (3) | Donations | - | - | (1,073 | ) | - | - |
| Fibesa S.A. | (6) | Reimbursement of expenses | - | - | (10 | ) | - | - |
| IRSA Internacional LLC | (6) | Reimbursement of expenses | - | 416 | - | - | - | |
| IRSA Inversiones y Representaciones S.A. | (6) | Reimbursement of expenses | - | 79 | (2,967 | ) | - | - |
| Shared services | - | 15,593 | (4,82 | ) | - | - | ||
| Dividends receivable | - | 7,071 | - | - | - | |||
| Office leases | - | - | (496 | ) | - | - | ||
| Sale of property | - | - | (701 | ) | - | - |
38
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
| Related party — Agro-Uranga S.A. | Ref. — (4) | Description of transaction — Sales of inventories | - | 533 | - | - | - | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Dividends receivable | - | 46 | - | - | - | |||||
| Cyrsa S.A. | (7) | Reimbursement of expenses | - | 743 | (46 | ) | - | - | ||
| Alto Palermo S.A. | (6) | Reimbursement of expenses | - | 439 | (2,173 | ) | - | - | ||
| Shared services | - | 37,827 | (10,383 | ) | - | - | ||||
| Directors | Reimbursement of expenses | - | 1,776 | - | - | - | ||||
| Guarantee deposits | - | - | (476 | ) | - | - | ||||
| Inversiones Financieras del Sur S.A. | (5) | Loans | - | 9,081 | - | - | - | |||
| Others | - | 3,674 | (3,974 | ) | - | - | ||||
| Tarshop S.A. | (4) | Shared services | - | 98 | (59 | ) | - | - | ||
| Agrotech S.A. | (6) | Reimbursement of expenses | - | 56 | - | - | - | |||
| Northagro S.A. | (6) | Reimbursement of expenses | - | 155 | - | - | - | |||
| Loans | - | 317 | - | - | - | |||||
| Pluriagro S.A. | (6) | Reimbursement of expenses | - | 155 | - | - | - | |||
| Loans | - | 317 | - | - | - | |||||
| Agro Managers S.A. | (4) | Others | - | 20 | - | - | - | |||
| Cactus Argentina S.A. | (6) | Sale of goods and services | - | 10 | - | - | - | |||
| Purchase of goods | - | - | (465 | ) | - | - | ||||
| Reimbursement of expenses | - | 140 | - | - | - | |||||
| Fees | - | 27 | - | - | - | |||||
| Loans | - | 1,575 | - | - | - | |||||
| Others | - | - | (88 | ) | - | - | ||||
| BrasilAgro | (6) | Reimbursement of expenses | - | 104 | - | - | - | |||
| Advances | - | - | (9 | ) | - | - | ||||
| Sociedad Anónima Carnes Pampeanas S.A. (formerly Exportaciones Agroindustriales Argentinas S.A.) | (6) | Sale of fixed asstes and services | - | 4 | - | - | - | |||
| Reimbursement of expenses | - | 8 | - | - | - | |||||
| Emprendimiento Recoleta S.A. | (6) | Reimbursement of expenses | - | - | (7 | ) | - | - | ||
| Non-convertible notes | - | - | - | (12,678 | ) | (6,786 | ) | |||
| Nuevas Fronteras S.A. | (6) | Reimbursement of expenses | - | - | (30 | ) | - | - | ||
| Panamerican Mall S.A. | (6) | Reimbursement of expenses | - | - | (62 | ) | - | - | ||
| Non-convertible notes | - | - | - | (17,28 | ) | (1,993 | ) | |||
| Helmir S.A. | (6) | Loans | 32,606 | 27,628 | - | - | - | |||
| Total | 90,004 | 116,992 | -32,028 | (29,958 | ) | (8,779 | ) |
39
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
The following is a summary of the transactions with related parties for the nine-month period ended as of March 31, 2013:
| Related party | Ref. | Leases | Fees | Sale of goods and services | Profit from shared services and expenses | Cattle expenses | Lease expense | Legal services | Interest gain / (loss) | Others |
|---|---|---|---|---|---|---|---|---|---|---|
| IRSA Inversiones y Representaciones S.A. | (6) | - | - | - | 18,671 | - | - | - | - | - |
| Emprendimiento Recoleta S.A. | (6) | - | - | - | - | - | - | - | (1,819) | - |
| Cactus Argentina S.A. | (6) | 19 | 72 | 182 | - | (316) | - | - | 79 | 80 |
| Futuros y Opciones.Com S.A. | (6) | - | 50 | - | - | - | - | - | - | (4,593) |
| Alto Palermo S.A. | (6) | - | - | - | 49,088 | - | - | - | - | - |
| Panamerican Mall S.A. | (6) | - | - | - | - | - | - | - | (2,605) | - |
| Consultores Asset Management S.A. (CAMSA) | (1) | - | (9,388) | - | - | - | - | - | - | - |
| Estudio Zang, Bergel & Viñes | (2) | - | (625) | - | - | - | - | - | - | - |
| Agro-Uranga S.A. | (5) | - | - | 4,631 | - | - | - | - | - | - |
| Directors | - | - | - | - | - | - | - | - | - | |
| Inversiones Financieras del Sur S.A. | (5) | - | - | - | - | - | - | - | 2,447 | - |
| Banco Hipotecario S.A. | (4) | - | - | - | - | - | - | - | - | (1) |
| Sociedad Anónima Carnes Pampeanas S.A.(formerly Exportaciones Agroindustriales Argentinas S.A.) | (6) | - | - | 1,753 | - | - | (25) | - | - | 11 |
| Helmir S.A. | (6) | - | - | - | - | - | - | - | 1,025 | - |
| Quality Invest S.A. | (9) | - | - | - | - | - | - | - | - | 2,098 |
| Agropecuaria Acres del Sud S.A. | (6) | - | 1 | - | - | - | - | - | 933 | - |
| Ombú Agropecuaria S.A. | (6) | - | 244 | - | - | - | - | - | 1,811 | - |
| Yuchán Agropecuaria S.A. | (6) | - | 244 | - | - | - | - | - | 975 | - |
| Yatay Agropecuaria S.A. | (6) | - | 244 | - | - | - | - | - | 860 | - |
| Cresca S.A. | (7) | - | 1,034 | - | - | - | - | - | - | - |
| Total | 19 | (8,124) | 6,566 | 67,759 | (316) | (25) | - | 3,706 | (2,405) |
40
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
The following is a summary of the transactions with related parties for the nine-month period ended as of March 31, 2012:
| Related party | Ref. | Fees | Sale of goods and services | Profit from shared services and expenses | Legal services | Interest gain / (loss) | Others |
|---|---|---|---|---|---|---|---|
| Consultores Assets Management S.A. (CAMSA) | (1) | (7,458) | - | - | - | - | - |
| IRSA Inversiones y Representaciones S.A. | (6) | - | - | 16,387 | - | (1,561) | (589) |
| Tarshop S.A. | (4) | - | - | 150 | - | - | - |
| Emprendimiento Recoleta S.A. | (6) | - | - | - | - | (603) | - |
| Cactus Argentina S.A. | (6) | - | (10,600) | - | 72 | 883 | - |
| Futuros y Opciones.com S.A. | (6) | - | (38) | - | - | - | - |
| Alto Palermo S.A. | (6) | - | - | 34,030 | - | - | - |
| Estudio Zang, Bergel & Viñes | (2) | (500) | - | - | - | - | - |
| Agro-Uranga S.A. | (4) | - | 3,004 | - | - | - | - |
| Directors | (1,063) | - | - | - | - | - | |
| Inversiones Financieras del Sur S.A. | (5) | - | - | - | - | 548 | - |
| Sociedad Anónima Carnes Pampeanas S.A. (formerly Exportaciones Agroindustriales Argentinas S.A.) | (6) | - | 1,808 | - | - | - | - |
| Helmir S.A. | (6) | - | - | - | - | 513 | - |
| Cresca S.A. | (7) | - | - | - | 1,191 | 1 | - |
| Agropecuaria Acres del Sud S.A. | (6) | - | - | - | 1,058 | 1,013 | - |
| Agrotech | (6) | - | - | - | - | 574 | - |
| Ombú Agropecuaria S.A. | (6) | - | - | - | - | 1,880 | - |
| Yuchán Agropecuaria S.A. | (6) | - | - | - | - | 1,010 | - |
| Yatay Agropecuaria S.A. | (6) | - | - | - | - | 891 | - |
| Total | (9,021) | (5,826) | 50,567 | 2,321 | 5,149 | (589) |
41
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Notes to the Unaudited Condensed Interim Separate Financial Statements (Continued)
(All amounts in thousands of Argentine Pesos, except shares and per share data and as otherwise indicated)
Free translation from the original prepared in Spanish for the publication in Argentina
- Related party transactions (Continued)
(1) The shareholders of CAMSA are Eduardo S. Elsztain, Company’s shareholder and Chairman of the Board, and Saúl Zang, Vice-Chairman of the Board. CAMSA is an advisory and consulting firm which provides advisory services to the Company. Under the agreement dated November 1994, CAMSA provides the Group with services such as (i) advisory with respect to capital investments in all aspects of agricultural operations, including, among others, sales, marketing, distribution, financing, investments, technology and business proposals; (ii) acts on the Company’s behalf in such transactions, negotiating the prices, conditions, and other terms of each operation; and (iii) advisory regarding securities investments with respect to such operations. The agreement expressly provides that CAMSA may not provide advisory services with respect to transactions that are entirely related to real estate. The Company pays CAMSA an annual fee equal to 10% of the Company’s annual net income after taxes. Under the agreement, the Company is required to reimburse CAMSA normal expenses incurred in performing the services. The agreement is subject to termination by either party upon not less than 60 days prior written notice. If the Group terminates the agreement without cause, the Company must pay CAMSA twice the average of the amounts of the management fee paid for the two preceding fiscal years.
(2) The Company contracts legal services from Estudio Zang, Bergel & Viñes. One of the partners of the law firm, Saúl Zang is First Vice-Chairman of the Company.
(3) Fundación IRSA is a charitable, non-profit organization whose Chairman is Eduardo S. Elsztain and whose Secretary, is Mariana Carmona de Elsztain, Mr. Elsztain’s wife. Eduardo S. Elsztain is the Company´s Chairman and also Chairman of IRSA. The Group makes donations to Fundación IRSA in the ordinary course of business as practicable.
(4) Direct or indirect Company’s associate.
(5) Mr. Eduardo S. Elsztain is the president of (i) IFIS Limited (IFIS), a company incorporated under the laws of Bermuda and (ii) IFISA, a company incorporated under the laws of Uruguay, which is 100% owned by IFIS. Mr. Elsztain is the beneficial owner of 30.90% of IFIS capital stock.
The Company entered into a securities loan agreement with IFISA, which granted 4,053,942 Global Depositary Shares, representing 10 common shares with a face value of Ps. 1 per share of IRSA. This loan does not imply the transfer of any politic nor economic right related to the values, which will be held by Cresud. Regarding voting rights, the parties agreed that the Company will grant a power of attorney to IFISA with the respective voting instructions. In respect to dividends, IFISA will transfer the funds to Cresud. The loan accrues interest at an annual rate equivalent to 3 month LIBOR, plus 50 basis points, and is due on June 30, 2013.
In addition, on June 18, 2012, the Company entered into a credit facility agreement with IFISA for up to US$ 6 million. The facility accrues interest at an annual rate of 7.75% and is due on November 24, 2012 The parties agree to extend the credit facility term until November 24, 2013 at an annual interest rate of 5.5%.
(6) Direct or indirect subsidiary of the Company.
(7) Company’s joint venture.
(8) Related company of IFISA.
42
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations
Unaudited Condensed Interim Statement of Financial Position as of March 31, 2013
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
- Specific and significant legal systems that imply contingent lapsing or rebirth of benefits envisaged by such provisions.
None.
- Significant changes in the Company´s activities or other similar circumstances that occurred during the fiscal years included in the financial statements, which affect their comparison with financial statements filed in previous fiscal years, or that could affect those to be filed in future fiscal years.
Are detailed in the Business Review.
- Receivables and liabilities by maturity date.
| Items | Falling due (Point 3.a.) — 03.31.13 | Without term (Point 3.b.) — Current | Without term (Point 3.b.) — Non-current | To be due (Point 3.c.) — Up to 3 months | From 3 to 6 months | From 6 to 9 months | From 9 to 12 months | From 1 to 2 years | From 2 to 3 years | From 3 to 4 years | From 4 years on | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accounts receivables, net | Trade and other receivables | - | 35,548 | 78,957 | 134,813 | 14,941 | 634 | 33,954 | 73,064 | - | - | - | 371,911 |
| Total | - | 35,548 | 78,957 | 134,813 | 14,941 | 634 | 33,954 | 73,064 | - | - | - | 371,911 | |
| Liabilities | Trade and other payables | - | - | - | 226,061 | - | - | - | 573 | 305 | 305 | 407 | 227,651 |
| Borrowings | - | - | - | 9,133 | 55,977 | 52,040 | 268,540 | 572,372 | 451,175 | 10,463 | 72,859 | 1,492,559 | |
| Payroll and social security liabilities | - | - | - | 11,175 | - | 17,910 | - | - | - | - | - | 29,085 | |
| Provisions | - | 12 | 1,502 | - | - | - | - | - | - | - | - | 1,514 | |
| Taxation | - | - | 13,723 | - | - | - | - | - | - | - | - | 13,723 | |
| Total | - | 12 | 15,225 | 246,369 | 55,977 | 69,950 | 268,540 | 572,945 | 451,480 | 10,768 | 73,266 | 1,764,532 |
43
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations (Continued)
Unaudited Condensed Interim Statement of Financial Position as of March 31, 2013
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
4.a. Breakdown of accounts receivable and liabilities by currency and maturity.
| Items | Current — Local currency | Foreign currency | Total | Non-current — Local currency | Foreign currency | Total | Totals — Local currency | Foreign currency | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Accounts receivables | Trade and other receivables | 168,900 | 50,990 | 219,890 | 78,958 | 73,063 | 152,021 | 247,860 | 124,051 | 371,911 |
| Total | 168,900 | 50,990 | 219,890 | 78,958 | 73,063 | 152,021 | 247,860 | 124,051 | 371,911 | |
| Liabilities | Trade and other payables | 226,061 | - | 226,061 | 1,590 | - | 1,590 | 227,651 | - | 227,651 |
| Borrowings | 171,384 | 214,306 | 385,690 | 217,316 | 889,553 | 1,106,869 | 388,701 | 1,103,858 | 1,492,559 | |
| Payroll and social security liabilities | 29,085 | - | 29,085 | - | - | - | 29,085 | - | 29,085 | |
| Provisions | 12 | - | 12 | 1,502 | - | 1,502 | 1,514 | - | 1,514 | |
| Taxation | - | - | - | 13,723 | - | 13,723 | 13,723 | - | 13,723 | |
| Total | 426,542 | 214,306 | 640,848 | 234,131 | 889,553 | 1,123,684 | 660,674 | 1,103,858 | 1,764,532 |
4.b. Breakdown of accounts receivable and liabilities by adjustment clause.
On March 31, 2013 there are no receivable and liabilities subject to adjustment clause.
44
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations (Continued)
Unaudited Condensed Interim Statement of Financial Position as of March 31, 2013
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
4.c. Breakdown of accounts receivable and liabilities by interest clause.
| Description | Current | Non-current | Accruing interest | Non Accruing interest | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accruing interest | Non-accruing interest | Subtotal | Accruing interest | Non-accruing interest | Subtotal | ||||||||
| Fixed rate | Floating rate | Fixed rate | Floating rate | Fixed rate | Floating rate | ||||||||
| Accounts receivables | Trade and other receivables | 48,783 | 114 | 170,993 | 219,890 | 4,408 | 68,654 | 78,959 | 152,021 | 53,191 | 68,768 | 249,952 | 371,911 |
| Total | 48,783 | 114 | 170,993 | 219,890 | 4,408 | 68,654 | 78,959 | 152,021 | 53,191 | 68,768 | 249,952 | 371,911 | |
| Liabilities | Trade and other payables | - | - | 226,061 | 226,061 | - | - | 1,590 | 1,590 | - | - | 227,651 | 227,651 |
| Borrowings | 218,831 | 166,859 | - | 385,690 | 831,451 | 275,418 | - | 1,106,869 | 1,050,282 | 442,277 | - | 1,492,559 | |
| Payroll and social security liabilities | - | - | 29,085 | 29,085 | - | - | - | - | - | - | 29,085 | 29,085 | |
| Provisions | - | - | 12 | 12 | - | - | 1,502 | 1,502 | - | - | 1,514 | 1,514 | |
| Taxation | - | - | - | - | - | - | 13,723 | 13,723 | - | - | 13,723 | 13,723 | |
| Total | 218,831 | 166,859 | 255,158 | 640,848 | 831,451 | 275,418 | 16,815 | 1,123,684 | 1,050,282 | 442,277 | 271,973 | 1,764,532 |
45
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations (Continued)
Unaudited Condensed Interim Statement of Financial Position as of March 31, 2013
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
- Related parties.
a. Interest in related parties.
| Name of the entity | Place of business / country of incorporation | Principal activity (*) | |
|---|---|---|---|
| Direct controlling interest: | |||
| Agropecuaria Acres del Sud S.A. | Bolivia | Agricultural | 100.00 % |
| Agrotech S.A. | Argentina | Investment | 100.00 % |
| BrasilAgro-Companhía Brasileira de Propiedades Agrícolas (1) | Brazil | Agricultural | 39.64 % |
| Cactus Argentina S.A. | Argentina | Agro-industrial | 94.99 % |
| Futuros y Opciones.Com S.A. | Argentina | Brokerage | 65.85 % |
| Helmir S.A. | Uruguay | Investment | 100.00 % |
| IRSA | Argentina | Real estate | 64.56 % |
| Northagro S.A. | Argentina | Investment | 100.00 % |
| Ombú Agropecuaria S.A. | Bolivia | Agricultural | 100.00 % |
| Pluriagro S.A. | Argentina | Investment | 100.00 % |
| Yatay Agropecuaria S.A. | Bolivia | Agricultural | 100.00 % |
| Yuchán Agropecuaria S.A. | Bolivia | Agricultural | 100.00 % |
| Interest indirectly held through a direct controlling interest in IRSA: | |||
| APSA | Argentina | Real estate | 59.11 % |
| Apsamedia S.A. | Argentina | Consumer financing (**) and advertising | 61.78 % |
| Arcos del Gourmet S.A. | Argentina | Real estate | 54.48 % |
| Alafox | Uruguay | Investment | 64.56 % |
| CODALIS | Uruguay | Investment | 64.56 % |
| Conil S.A. | Argentina | Real estate | 61.78 % |
| DONELDON | Uruguay | Investment | 64.56 % |
| Efanur S.A. | Uruguay | Investment | 64.56 % |
| Emprendimiento Recoleta S.A. | Argentina | Real estate | 33.16 % |
| E-Commerce Latina S.A. | Argentina | Real estate | 64.56 % |
| Fibesa S.A. | Argentina | Real estate | 61.78 % |
| Hoteles Argentinos S.A. | Argentina | Hotel | 51.65 % |
| I Madison LLC | United States | Investment | 64.56 % |
| Inversora Bolívar S.A. | Argentina | Investment | 64.56 % |
| IRSA Development LP | United States | Investment | 64.56 % |
| IRSA Internacional LLC | United States | Investment | 63.22 % |
| Jiwin S.A. | Uruguay | Investment | 64.56 % |
| Liveck S.A. | Uruguay | Investment | 64.56 % |
| Llao Llao Resorts S.A. (2) | Argentina | Hotel | 64.56 % |
| Lipstick Management LLC | United States | Real estate | 31.64 % |
| Metropolitan 885 Third Avenue Leasehold LLC | United States | Real estate | 31.85 % |
| New Lipstick LLC | United States | Real estate | 31.85 % |
| Nuevas Fronteras S.A. | Argentina | Hotel | 32.28 % |
| Palermo Invest S.A. | Argentina | Investment | 64.56 % |
| Panamerican Mall S.A. | Argentina | Real estate | 49.42 % |
| REIG LP | Bermuda | Investment | 41.33 % |
| REIG II LP | Bermuda | Investment | 52.00 % |
| REIG III LP | Bermuda | Investment | 52.42 % |
| REIG IV LP | Bermuda | Investment | 64.56 % |
| REIG V LP | Bermuda | Investment | 64.56 % |
| RES LP | Bermuda | Investment | 43.12 % |
| RES LLC | United States | Investment | 64.56 % |
46
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations (Continued)
Unaudited Condensed Interim Statement of Financial Position as of March 31, 2013
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
| Name of the entity | Place of business / country of incorporation | Principal activity (*) | |
|---|---|---|---|
| RIGBY 183 LLC | United States | Real estate | 48.10 % |
| Ritelco S.A. | Uruguay | Investment | 64.56 % |
| SEDOLOR | Uruguay | Investment | 64.56 % |
| Shopping Neuquén S.A. | Argentina | Real estate | 61.21 % |
| Solares de Santa María S.A. | Argentina | Real estate | 64.56 % |
| Torodur S.A. | Uruguay | Investment | 61.78 % |
| Tyrus S.A. | Uruguay | Investment | 64.56 % |
| Unicity S.A. | Argentina | Investment | 64.56 % |
| Vista al Muelle S.A. | Uruguay | Real estate | 58.11 % |
| Vanker Hills S.A. | Uruguay | Investment | 64.56 % |
| Zetol S.A. | Uruguay | Real estate | 58.11 % |
| Interest indirectly held through controlling interest in BrasilAgro: | |||
| Araucária Ltda. | Brazil | Agricultural | 39.64 % |
| Cajueiro Ltda. | Brazil | Agricultural | 39.64 % |
| Ceibo Ltda. | Brazil | Agricultural | 39.64 % |
| Cremaq Ltda. | Brazil | Agricultural | 39.64 % |
| Engenho de Maracajú Ltda. | Brazil | Agricultural | 39.64 % |
| Flamboyant Ltda. | Brazil | Agricultural | 39.64 % |
| Jaborandi Agrícola Ltda. | Brazil | Agricultural | 39.64 % |
| Jaborandi Propriedades Agrícolas S.A. | Brazil | Agricultural | 39.64 % |
| Mogno Ltda. | Brazil | Agricultural | 39.64 % |
| Interest indirectly held through a direct controlling interest in Cactus S.A.: | |||
| Sociedad Anónima Carnes Pampeanas S.A. (formerly Exportaciones Agroindustriales Argentinas S.A.) | Argentina | Agro-industrial | 100 % |
| IRSA | Argentina | Real estate | 0.63 % |
| Interest indirectly held through a direct controlling interest in Futuros y Opciones.Com. S.A.: | |||
| FyO Trading S.A. | Argentina | Brokerage | 65.66 % |
(*) All Companies whose principal activity is “Investment” do not have significant assets and liabilities other than their respective interest holdings in operating entities.
(1) The Group has consolidated the investment in BrasilAgro-Companhía Brasileira de Propiedades Agricolas (“BrasilAgro”) considering their percentage of ownership interest held together with the potential voting rights under the warrants and the Company's rights under the Shareholders' Agreement. See Note 6 for further information regarding to BrasilAgro.
(2) The Group has consolidated the investment in Llao Llao Resorts S.A. considering their percentage of ownership interest held together with the Company's participation in the making decisions.
(**) Residual activities.
b. Related parties debit / credit balances. See Note 29.
- Loans to directors.
See Note 29.
47
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations (Continued)
Unaudited Condensed Interim Statement of Financial Position as of March 31, 2013
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
- Inventories.
The company conducts physical inventories once a fiscal year in each property, covering all the assets under such account. There is no relevant immobilization of inventory.
- Current values.
See Note 1 of Exhibit I included in the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2012 and 2011.
- Appraisal revaluation of property, plant and equipment.
None.
- Obsolete unused property, plant and equipment.
None.
- Equity interest in other companies in excess of that permitted by section 31 of law N° 19,550.
None.
- Recovery values.
See Note 1 of Exhibit I included in the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2012 and 2011.
- Insurances.
The types of insurance used by the company were the following:
| Insured property — Buildings, machinery, silos, installation and furniture and equipment | Risk covered — Theft, fire and technical insurance | 224,705 | 59,761 |
|---|---|---|---|
| Vehicles | Third parties, theft, fire and civil liability | 6,680 | 3,786 |
48
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
Information required by Section 68 of the Buenos Aires Stock Exchange Regulations (Continued)
Unaudited Condensed Interim Statement of Financial Position as of March 31, 2013
Stated in thousands of pesos
Free translation from the original prepared in Spanish for publication in Argentina
- Allowances and provisions that, taken individually or as a whole, exceed 2% of the shareholder´s equity.
None.
- Contingent situations at the date of the financial statements which probabilities are not remote and the effects on the Company´s financial position have not been recognized.
Not applicable.
- Status of the proceedings leading to the capitalization of irrevocable contributions towards future subscriptions.
Not applicable.
- Unpaid accumulated dividends on preferred shares.
None.
- Restrictions on distributions of profits.
See Note 26 of Exhibit I included in the Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2012 and 2011.
49
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
BUSINESS HIGHLIGHTS
Comparative Shareholders’ Equity Structure
| Non-current Assets | 9,456,655 | 8,541,030 | 8,404,961 |
|---|---|---|---|
| Current Assets | 2,706,497 | 1,783,860 | 2,038,475 |
| Non-current Liabilities | 4,625,688 | 3,615,153 | 2,997,485 |
| Current Liabilities | 2,527,835 | 2,018,226 | 2,235,873 |
| Minority interest | 2,393,296 | 2,132,648 | 2,480,379 |
| Shareholders' Equity | 5,009,629 | 4,691,511 | 5,210,078 |
Comparative Income Structure
| Operating result | 753,234 | 497,816 | ||
|---|---|---|---|---|
| Financial results, net | (480,155 | ) | (375,336 | ) |
| Share of profit of associates and joint ventures | 14,721 | 12,260 | ||
| Management fees | (9,388 | ) | (7,458 | ) |
| Profit Before Income Tax | 287,800 | 134,740 | ||
| Income tax expense | (24,606 | ) | (41,581 | ) |
| Profit for the period | 263,194 | 93,159 | ||
| Attributable to: | ||||
| Equity holders of the parent | 84,491 | 3,117 | ||
| Non-controlling interest | 178,703 | 90,042 |
50
Cresud Sociedad Anónima,
Comercial, Inmobiliaria, Financiera y Agropecuaria
BUSINESS HIGHLIGHTS
Production volume
| Beef Cattle (in tons) | 1,771 | 5,724 |
|---|---|---|
| Butyraceous (in tons) | 183 | 576 |
| Crops (in tons) | 177,295 | 1,181,343 |
Sales volume
| Beef Cattle (in tons) | 1,492 | 6,071 |
|---|---|---|
| Butyraceous (in tons) | 183 | 576 |
| Crops (in tons) | 116,492 | 1,257,048 |
Local Market
| Beef Cattle (in tons) | 1,492 | 6,071 |
|---|---|---|
| Butyraceous (in tons) | 183 | 576 |
| Crops (in tons) | 116,492 | 1,230,273 |
Exports
| Beef Cattle (in tons) | - | - |
|---|---|---|
| Butyraceous (in tons) | - | - |
| Crops (in tons) | - | 26,775 |
51
Free translation from the original prepared in Spanish for publication in Argentina
Limited Review Report
To the Shareholders, President and Board of Directors of
Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
C . U . I . T . : 30-50930070-0
Legal address: Moreno 877 - 23° floor - Autonomous City of Buenos Aires
-
We have reviewed the accompanying unaudited condensed interim separate statement of financial position of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria as of March 31, 2013, and the related unaudited condensed interim separate statements of income, unaudited condensed interim separate statements of comprehensive income for the nine and three month periods ended March 31, 2013, and the unaudited condensed interim separate statements of changes of shareholders’ equity and unaudited condensed interim separate statements of cash flows for the nine - month period ended March 31, 2013 and selected explanatory notes. The balances and other information corresponding to the fiscal year ended June 30, 2012 and the interim periods within that fiscal period are an integral part of these financial statements and, therefore, they should be considered in relation to these financial statements.
-
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim separate financial statements in accordance with professional accounting standards of Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) added by the National Securities Commission (CNV) to its regulations. Those standards differ from the International Financial Reporting Standards (IFRS) and, especially, from the International Accounting Standard No 34 "Interim Financial Reporting" (IAS 34) approved by the International Accounting Standard Board (IASB) and used for the preparation of the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria with its subsidiaries as to the aspects mentioned in note 2.1 to the unaudited condensed interim separate financial statements attached. Our responsibility is to express a conclusion based on the review that we have performed with the scope detailed in paragraph 3.
-
We conducted our review in accordance with Technical Resolution No. 7 issued by the FACPCE for a review of interim financial statements. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of personnel responsible for financial and accounting matters. It is substantially less in scope than an audit , the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
52
Free translation from the original prepared in Spanish for publication in Argentina
Limited Review Report (Continued)
-
As mentioned in Note 2.1 to the unaudited condensed interim separate financial statements, these unaudited condensed interim separate financial statements have been prepared in accordance with Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences, which differ from the International Financial Reporting Standards, and especially, from the International Accounting Standard No 34 used in the preparation of the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria with its subsidiaries as to the aspects mentioned in note 2.1 to the unaudited condensed interim separate financial statements attached. The fiscal year ended June 30, 2013 will be the first year of application of IFRS. The adjustments and other effects of the transition to IFRS are presented in Note 2.3 to these unaudited condensed interim separate financial statements. The amounts included in the reconciliations shown in Note 2.3 are subject to change as a consequence of potential changes in IFRS which may occur until June 30, 2013, and should only be considered as final upon issuance of the annual financial statements for the fiscal year ended June 30, 2013 .
-
Nothing came to our attention as a result of our review that caused us to believe that these unaudited condensed interim separate financial statements have not been prepared in all material respects in accordance with Technical Pronouncement No. 26 of the FACPCE for separate financial statements of a parent company.
-
In accordance with current regulations, we hereby inform that :
a) the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria are recorded in the "Inventory and Balance Sheet Book" and carried in all formal respects in conformity with legal requirements, and comply, as regards those matters that are within our competence, with the provisions set forth in the Commercial Companies Law and the corresponding resolutions of the National Securities Commission;
b) the unaudited condensed interim separate financial statements of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria arise from accounting records carried in all formal respects in accordance with applicable legal provisions;
c) we have read the Additional Information to the notes to the unaudited condensed interim separate financial statements required by Article 68 of the Buenos Aires Stock Exchange Regulations, on which, as regards those matters that are within our competence, we have no observations to make;
d) at March 31, 2013, the debt of Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria owed in favor of the Argentine Integrated Pension System which arises from accounting records and submissions amounted to Ps. 2.751.078, which was not callable at that date.
Autonomous City of Buenos Aires, May 17, 2013
PRICE WATERHOUSE & Co. S.R.L. ( Partner ) C.P.C.E.C.A.B.A. Tº 1 Fº 17 Dr. Carlos Martín Barbafina Public Accountant (U.C.A.) C.P.C.E.C.A.B.A. Tº 175 Fº 65
53
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Buenos Aires, May 17, 2013 - Cresud S.A.C.I.F. y A. (NASDAQ: CRESY – BCBA: CRES), one of the leading agricultural companies in South America, announces today its results for the first nine months of fiscal year 2013 ended March 31, 2013.
Results and highlights for the period
| Revenues | 738.7 | 577.3 | 27.9 % | 9M 2013 — 2,349.9 | 9M 2012 — 2,032.3 | 15.6 % |
|---|---|---|---|---|---|---|
| Costs | -697.8 | -524.7 | 33.0 % | -2,125.9 | -1,668.0 | 27.5 % |
| Changes in the fair value of biological assets and agricultural produce at the harvesting point | 274.1 | 225.8 | 21.4 % | 733.5 | 462.6 | 58.6 % |
| Changes in the fair value of agricultural produce after harvesting | 0.2 | -2.0 | - | 7.0 | -13.3 | - |
| Gross Income | 315.2 | 276.4 | 14.0 % | 964.5 | 813.7 | 18.5 % |
| Result from sale of investment properties | 7.8 | 18.0 | -56.7 % | 61.5 | 42.7 | 43.8 % |
| Result from sale of farms | - | - | 0.0 % | 54.0 | 27.8 | 94.5 % |
| General and administrative expenses | -76.0 | -75.2 | 1.1 % | -250.7 | -219.6 | 14.2 % |
| Selling expenses | -48.6 | -44.0 | 10.6 % | -172.3 | -130.4 | 32.1 % |
| Management fees | -2.6 | -2.8 | -7.3 % | -9.4 | -7.5 | 25.9 % |
| Other operating income, net | 0.6 | -38.6 | - | 105.7 | -28.8 | - |
| Operating Income | 196.3 | 133.8 | 46.7 % | 753.2 | 497.8 | 51.3 % |
| Income / (loss) from interests in equity investees and joint businesses | 2.2 | 2.2 | -0.9 % | 14.7 | 12.3 | 20.1 % |
| Income before financial income / (loss) and income tax | 198.5 | 136.0 | 46.0 % | 768.0 | 510.1 | 50.6 % |
| Financial income / (loss), net | -116.7 | -47.2 | 147.3 % | -480.2 | -375.3 | 27.9 % |
| Income before income tax | 81.8 | 88.8 | -7.9 % | 287.8 | 134.7 | 113.6 % |
| Income tax | 4.7 | -18.9 | - | -24.6 | -41.6 | -40.8 % |
| Net income | 86.5 | 69.8 | 23.8 % | 263.2 | 93.2 | 182.5 % |
| Attributable to: | ||||||
| Cresud’s Shareholders | 23.7 | 23.8 | -0.4 % | 84.5 | 3.1 | 2,611.1 % |
| Non-controlling interest | 62.7 | 46.0 | 36.4 % | 178.7 | 90.0 | 98.5 % |
► During the first nine months of fiscal year 2013, Gross income grew 18.5% as compared to the same period of 2012, reaching ARS 964.5 million. This is explained mainly by the good performance of the Urban segment, which contributed an increase of ARS 123.2 million, accompanied by an increase of ARS 28.7 million in Gross income from the Agricultural segment.
► Income before financial income / (loss) and income tax grew by 50.6% in the cumulative nine-month period, explained by higher Sales of investment properties (IRSA); the consolidation of IRSA’s investment in the building located in 183 Madison Ave in New York effective since the second quarter of fiscal year 2013, and higher Results from sale of farms generated by Brasilagro, which sold its “Horizontina” farm during the past quarter.
► Net income grew 182.5%, reaching ARS 263.2 million, explained by an increase in Income before financial income / (loss) and income tax, offset by a higher negative impact of Financial income / (loss), net (due to losses from exchange rate differences and income from valuation of financial assets held by IRSA).
► As a result of the foregoing, net income attributable to Cresud’s shareholder totaled ARS 84.5 million during this period.
1
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Description of Operations by Segment
As results are reported in compliance with the IFRS, total segment income / (loss) differs from total consolidated results. This is due to the fact that results by segment include consolidated results from our joint businesses. This consolidation is made proportionally according to our interest in each business. The impact refers mainly to our agricultural businesses in Paraguay and various urban real estate businesses related to our subsidiary IRSA.
| 9M 2013 — Agri 1 | Urban 2 | Total | 9M 2012 — Agri | Urban | Total | Variation — Agri | Urban | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Revenues | 748.6 | 1,715.3 | 2,463.9 | 705.5 | 1,378.3 | 2,083.7 | 6.1 % | 24.5 % | 18.2 % |
| Costs | -1,327.1 | -895.9 | -2,223.0 | -1,029.3 | -682.1 | -1,711.3 | 28.9 % | 31.3 % | 29.9 % |
| Changes in the fair value of biological assets and agricultural produce at the harvesting point | 734.9 | - | 734.9 | 471.8 | - | 471.8 | 55.8 % | - | 55.8 % |
| Changes in the fair value of agricultural produce after harvesting | 6.9 | - | 6.9 | -13.3 | - | -13.3 | - | - | - |
| Gross income | 163.4 | 819.4 | 982.8 | 134.7 | 696.2 | 830.9 | 21.3 % | 17.7 % | 18.3 % |
| Result from sale of investment properties | - | 61.5 | 61.5 | - | 42.7 | 42.7 | - | 43.8 % | 43.8 % |
| Result from sale of farms | 54.0 | - | 54.0 | 27.8 | - | 27.8 | 94.5 % | - | 94.5 % |
| General and administrative expenses | -101.4 | -152.2 | -253.6 | -96.6 | -125.8 | -222.4 | 4.9 % | 21.0 % | 14.0 % |
| Selling expenses | -99.4 | -81.6 | -181.0 | -74.4 | -61.9 | -136.3 | 33.7 % | 31.8 % | 32.8 % |
| Management fees | -9.4 | - | -9.4 | -7.5 | - | -7.5 | 25.9 % | - | 25.9 % |
| Other operating income / (loss), net | -2.3 | 106.2 | 103.9 | -17.4 | -13.8 | -31.2 | -87.0 % | - | - |
| Operating Income / (Loss) | 4.9 | 753.3 | 758.2 | -33.5 | 537.4 | 504.0 | - | 40.2 % | 50.4 % |
| Income / (loss) from interests in equity investees and joint businesses | 5.5 | 5.5 | 11.0 | 2.9 | 13.7 | 16.6 | 88.2 % | -59.9 % | -33.7 % |
| Segment Income / (Loss) | 10.4 | 758.8 | 769.2 | -30.5 | 551.1 | 520.6 | - | 37.7 % | 47.7 % |
► Gross income from the Agricultural segment grew by 21.3%, up from ARS 134.7 million for the first nine months of 2012 to ARS 163.8 million for the first nine months of 2013, mainly due to an increase of ARS 43.1 million in the Sugarcane segment, offset by a fall of ARS 20.9 million in the Beef Cattle segment. In turn, gross income from the Urban segment showed a stable growth of 17.7%.
► Operating income from the Agricultural segment grew from an Operating loss of ARS 33.5 million for the first nine months of fiscal year 2012 to ARS 4.9 million for the first nine months of fiscal year 2013, motivated by an increase in Gross income and a higher Result from sale of farms thanks to the sale of the “Horizontina” establishment owned by our subsidiary Brasilagro.
► Through the Urban segment, our subsidiary IRSA recorded significant operating income, which rose by 40.2%, to ARS 753.3 million. This increase derives mainly from the consolidation of the building located at Madison Avenue, New York, and an increase of ARS 87.7 million in Operating income from the Shopping Centers segment.
1 Corresponds to the segments referred to as “Agricultural Business”.
2 Corresponds to the segments referred to as “Urban Properties and Investments”.
2
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Grains and Sugarcane
During season 2012/2013 this segment shows better results thanks to the expansion in our planted area and higher prices of our products. Besides, weather conditions have been better than in previous year.
Nevertheless, during the past months, the northwestern region of Argentina (Province of Salta) has suffered a severe draught that lowered production forecasts for soybean in our Los Pozos farm. In Brazil, where we operate through our subsidiary Brasilagro, the northeastern region (States of Bahia and Piauí) has suffered a significant drought that also lowered production forecasts for soybean and sugarcane.
Grains
| in ARS MM — Revenues | 93.9 | 92.9 | 1.0 % | 9M 2013 — 337.8 | 9M 2012 — 346.9 | -2.6 % |
|---|---|---|---|---|---|---|
| Costs | -288.1 | -235.1 | 22.6 % | -753.8 | -620.1 | 21.6 % |
| Changes in the fair value of biological assets and agricultural produce at the harvesting point | 220.6 | 200.3 | 10.2 % | 507.1 | 382.2 | 32.7 % |
| Changes in the fair value of agricultural produce after harvesting | 0.2 | -2.0 | - | 6.9 | -13.5 | - |
| Gross income | 26.6 | 56.1 | -52.6 % | 98.0 | 95.6 | 2.6 % |
| General and administrative expenses | -26.0 | -23.9 | 9.0 % | -52.0 | -51.2 | 1.6 % |
| Selling expenses | -11.3 | -15.5 | -27.1 % | -63.1 | -53.7 | 17.7 % |
| Other operating income, net | 6.4 | -35.7 | - | 2.0 | -14.1 | - |
| Operating Income / (Loss) | -4.3 | -18.9 | -77.3 % | -15.1 | -23.5 | -35.5 % |
| Income /(loss) from interests in equity investees and joint businesses | 5.0 | 2.3 | 121.6 % | 4.8 | 3.4 | 41.2 % |
| Segment Income / (Loss) | 0.7 | -16.6 | - | -10.3 | -20.1 | -48.5 % |
Sugarcane
| In ARS MM — Revenues | 9.0 | -0.3 | - | 9M 2013 — 120.8 | 9M 2012 — 87.0 | 38.9 % |
|---|---|---|---|---|---|---|
| Costs | -16.9 | -13.6 | 24.5 % | -231.5 | -101.8 | 127.5 % |
| Changes in the fair value of biological assets and agricultural produce at the harvesting point | 19.0 | 3.4 | 463.1 % | 147.6 | 8.6 | 1,625.7 % |
| Changes in the fair value of agricultural produce after harvesting | - | - | 0.0 % | - | - | 0.0 % |
| Gross income | 11.1 | -10.5 | - | 36.9 | -6.2 | - |
| General and administrative expenses | -4.4 | -3.5 | 27.5 % | -24.7 | -20.4 | 21.2 % |
| Selling expenses | -0.7 | - | 0.0 % | -2.9 | - | 0.0 % |
| Other operating income, net | -0.0 | -0.0 | -50.0 % | -0.1 | -0.0 | 592.3 % |
| Operating Income / (Loss) | 6.0 | -14.0 | - | 9.2 | -26.7 | - |
| Income / (loss) from interests in equity investees and joint businesses | - | -0.1 | -100.0 % | - | -0.3 | -100.0 % |
| Segment Income / (Loss) | 6.0 | -14.1 | - | 9.2 | -26.9 | - |
Operations
| In tons | 9M 2013 | 9M 2012 | YoY var | 9M 2013 | 9M 2012 | YoY var |
|---|---|---|---|---|---|---|
| Wheat | 4,505 | 18,200 | -75.2 % | 9,953 | 11,959 | -16.8 % |
| Corn | 10,578 | 25,288 | -58.2 % | 183,363 | 164,228 | 11.7 % |
| Sunflower | 11,780 | 14,524 | -18.9 % | 8,645 | 15,172 | -43.0 % |
| Soybean | 60,816 | 53,220 | 14.3 % | 84,012 | 120,274 | -30.1 % |
| Other | 6,795 | 14,060 | -51.7 % | 18,213 | 14,622 | 24.6 % |
| Total Grains and Other Production | 94,474 | 125,292 | -24.6 % | 304,185 | 326,255 | -6.8 % |
| Sugarcane | 892,897 | 514,005 | 73.7 % | 952,863 | 618,586 | 54.0 % |
| Total Agricultural Production | 987,371 | 639,297 | 54.4 % | 1,257,048 | 944,841 | 33.0 % |
3
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
► Gross income from the Grains segment grew slightly for the first months of fiscal year 2013, reaching ARS 98.0 million (an increase of 2.6% from last year). This is explained, on the one hand, by a drop of 2.6% in income from sales which fell 6.8% in terms of tons as compared to the previous fiscal year, offset by an increase of 4% in the average sale price. In addition, costs from this segment increased 21.6%, costs of sales rose 9%, whereas production costs increased 33% driven by the higher prices of supplies and labor costs.
► These effects were offset by an increase in the Reasonable value of biological assets and agricultural produce at the harvesting point, which grew by ARS 124.9 million as compared to the previous year, as it is expected that the tons produced will be sold at a higher average price than in the previous year.
► The increase in Gross income from the Grains segment was offset by higher selling expenses (which rose by ARS 9.4 million) mainly due to higher transportation costs.
► Operating income / (loss) for the first nine months of fiscal year 2013 was higher than in the previous year, up from a loss of ARS 23.5 million to a loss of ARS 15.1 million. In addition to the factors mentioned above, this improvement is explained by the increase in Other operating income / (loss) which rose from a loss of ARS 14.1 million to income for ARS 2.0 million, mainly due to higher income from forward transactions made by our subsidiary Brasilagro and our operations in Argentina.
► The Sugarcane segment recorded operating income for ARS 9.2 million in the first nine months of fiscal year 2013, compared to a loss of ARS 26.7 million for the first nine months of fiscal year 2012, mainly due to higher income from sales (which reached 952,863 tons, a 54.0% growth) and the increase in the Reasonable value of biological assets and agricultural produce at the harvesting point, which grew by ARS 139.0 million as compared to the past season. During the 2011-2012 season, production of sugarcane in our farms in Bolivia was still incipient. Following land preparation and the implementation of this business model, during the 2012-2013 season we started production with a larger number of hectares assigned to this crop.
| Area in Operation – Grains (hectares) 3 — Own farms | 133,612 | 132,604 | 0.8 % |
|---|---|---|---|
| Leased farms | 45,435 | 44,442 | 2.2 % |
| Farms under concession | 8,937 | 8,778 | 1.8 % |
| Own farms and farms under concession leased to third parties | 18,223 | 18,071 | 0.8 % |
| Total Area Assigned to Grain Production | 206,207 | 203,895 | 1.1 % |
► The area in operation projected for the Grains segment increased by 1.1%, reaching 206,207 hectares. This was mainly due to an increase in the area in operation in our own farms, close to 0.8%, and the increase in the area consisting of leased farms and farms under concession (2.2% and 1.8% respectively). In addition, the area of own farms and farms under concession leased to third parties grew 0.8% as compared to the previous season.
► The area of own farms increased mainly due to the expansion in productive areas in Argentina and Brazil. In the case of Argentina, it involved an expansion of hectares in Los Pozos and La Suiza. Part of the new agricultural areas in Los Pozos were given on lease to third parties. In Brazil, it involved an expansion that was partially given on lease to third parties. Besides, we have projected an expansion in Paraguay.
3 Includes surface area under double cropping totaling 17,639 hectares, excludes our proportional interest in AgroUranga. Includes Cresca S.A.‘s farms at 100%.
4
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
► This was offset by smaller areas planted with double crops and the sale of farms in Bolivia carried out in fiscal year 2012.
► We have increased the area in operation assigned to agricultural production in the farms of Agropecuaria Anta (long term concession granted to Cresud) with more than 11,000 hectares in operation in this farm during this season. In addition, in this farm we gave 10,316 agricultural hectares on lease to third parties.
Below is a chart explaining the changes in areas assigned to agricultural production. Data are in thousands of hectares.
The above data may not coincide with the surface area developed during this year as they contemplate areas developed in the previous season.
5
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Beef Cattle
The scarce rainfall in the northwestern region of Argentina affected the growth of pastures and indirectly the production of beef cattle in our Los Pozos farm where we develop most of our beef cattle activities. In Argentina, market prices have remained virtually stable as compared to the previous year. In the Liniers market, steers had been traded for an average price of ARS/kg 9.55 in March 2012, whereas in March 2013 they were traded for ARS/kg 9.31.
| in ARS MM — Revenues | 26.1 | 40.2 | -35.1 % | 9M 2013 — 61.9 | 9M 2012 — 94.6 | -34.6 % |
|---|---|---|---|---|---|---|
| Costs | -42.5 | -46.1 | -7.8 % | -105.1 | -119.8 | -12.3 % |
| Changes in the fair value of biological assets and agricultural produce | 26.2 | 25.0 | 4.8 % | 53.4 | 56.2 | -4.9 % |
| Changes in the fair value of agricultural produce | -0.1 | 0.1 | - | 0.0 | 0.2 | -98.5 % |
| Gross Income / (Loss) | 9.8 | 19.2 | -49.0 % | 10.2 | 31.2 | -67.1 % |
| Operating Income / (Loss) | 1.6 | 19.5 | -91.8 % | -8.9 | 10.6 | - |
| Segment Income / (Loss) | 1.6 | 18.2 | -91.2 % | -8.9 | 10.6 | - |
| Beef Cattle (tons) — Beef cattle production | 1,895 | 2,798 | -32.28 % | 9M 2013 — 5,846 | 9M 2012 — 7,284 | -19.7 % |
|---|---|---|---|---|---|---|
| Beef cattle sales | 2,140 | 4,522 | -52.68 % | 6,679 | 11,451 | -41.7 % |
► The fall in Gross income from the Beef Cattle segment is explained on the one hand by a mild negative effect in holding results and lower production income.
► Holding results were lower in the first nine months of fiscal year 2013 as a result of the slight fall in live cattle prices in the domestic market.
► Production income fell in line with the 19.7% drop in beef cattle production, caused by reduced stocks and less cattle fed in feed lots.
► The stock of live beef cattle had decreased during the first nine months of fiscal year 2012 because in that period we sold a portion of our herd to realize income derived from the increase in prices, whereas during the first nine months of 2013 we made less sales due to the lower market prices.
| Area in Operation – Beef Cattle (hectares) 4 — Own farms | 76,615 | 83,497 | -8.2 % |
|---|---|---|---|
| Leased farms | 12,635 | 12,635 | 0.00 % |
| Own farms leased to third parties | 13,371 | 6,594 | 102.8 % |
| Total Area Assigned to Beef Cattle Production | 102,621 | 102,726 | -0.0 % |
► The area of own farms fell 8.2% mainly because we converted a portion of the Los Pozos farm in order to assign it to agricultural production and because we gave on lease areas in the La Suiza farm that had been operated by us in the previous year.
| Stock of Cattle Heads — Breeding stock | 49,304 | 55,181 | -10.65 % |
|---|---|---|---|
| Winter grazing stock | 14,354 | 14,744 | -2.64 % |
| Milk farm stock | 6,459 | 6,861 | -5.86 % |
| Total Stock (heads) | 70,117 | 76,786 | -8.68 % |
► The fall in beef cattle stocks is explained by sales made at the closing of fiscal year 2012, as referred to above.
4 Includes Cresca S.A.’s farms at 100%.
6
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Milk
Our milk business was also affected by the weather conditions, which adversely impacted on productivity levels. Towards the end of this quarter, there was a rebound in milk prices along with constrained costs.
| in ARS MM — Revenues | 11.2 | 8.2 | 36.6 % | 9M 2013 — 27.7 | 9M 2012 — 22.9 | 21.1 % |
|---|---|---|---|---|---|---|
| Costs | -19.6 | -14.6 | 34.2 % | -53.7 | -42.4 | 26.8 % |
| Changes in the fair value of biological assets and agricultural produce | 9.5 | 5.5 | 72.7 % | 27.8 | 24.9 | 11.6 % |
| Gross Income / (Loss) | 1.1 | -0.9 | - | 1.8 | 5.4 | -66.7 % |
| Operating Income / (Loss) | -1.5 | -2.9 | -48.3 % | -1.8 | 2.1 | - |
| Segment Income / (Loss) | -1.5 | -3.0 | -50.0 % | -1.8 | 2.1 | - |
| Milk Production — Milk Production (liters) | 4,385 | 3,657 | 19.91 % | 9M 2013 — 13,835 | 9M 2012 — 12,868 | 7.51 % |
|---|---|---|---|---|---|---|
| Milk sales (liters) | 4,286 | 3,609 | 18.76 % | 13,401 | 12,672 | 5.75 % |
| Daily average milking cows (heads) | 2,376 | 1,851 | 28.35 % | 2,392 | 2,083 | 14.83 % |
| Milk Production / Milking Cow / Day (liters) | 20.5 | 21.7 | -5.54 % | 21.1 | 22.5 | -6.22 % |
► For the reasons mentioned above, there was a fall in productivity levels in our “El Tigre” milking facility in the quarter under analysis that adversely impacted on Gross income, which fell 66.7% in the nine-month period of 2013 compared to the same period of 2012. This notwithstanding, the levels of more than 20 liters by milking cow per day still exceed the targets set following the consolidation of operations in our state-of-the-art milking facility.
► On the other hand, costs increased due to inflation, whereas milk sale prices grew at a lower rate. Following the increase in milk prices recorded in the last two months we expect a positive impact in this segment’s margin over the next months.
| Area in Operation – Milk (hectares) — Own farms | 2,780 | 2,958 | -6.2 % |
|---|---|---|---|
► We perform our milking business in El Tigre farm. The slight decrease in the area assigned to milking cows is explained by an increase in the areas planted with crops.
7
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Leases and Agricultural Services
| in ARS MM — Revenues | 7.1 | 9.3 | -23.0 % | 9M 2013 — 19.2 | 9M 2012 — 20.1 | -4.6 % |
|---|---|---|---|---|---|---|
| Costs | -2.9 | -0.6 | 392.0 % | -6.7 | -1.4 | 362.5 % |
| Gross Income | 4.2 | 8.7 | -51.1 % | 12.5 | 18.7 | -32.9 % |
| Operating Income | 1.6 | 5.2 | -69.7 % | 8.0 | 14.6 | -45.6 % |
| Segment Income | 1.6 | 5.2 | -69.5 % | 8.0 | 14.6 | -45.6 % |
► In this segment we report the results from the lease of farms, mainly developed in our Santa Bárbara and La Gramilla farms. During this period there was a slight decrease in income due to lower areas under irrigation. On the other hand, there was an increase in costs resulting from inflation. This led to lower income; however, we expect that this segment will maintain its positive results.
Sales and Transformation of Lands
| in ARS MM — Gross Loss | -1.0 | -1.4 | -23.9 % | 9M 2013 — -4.1 | 9M 2012 — -3.7 | 11.7 % |
|---|---|---|---|---|---|---|
| Result from sale of farms | - | - | 0.0 % | 54.0 | 27.8 | 94.5 % |
| Operating Income / (Loss) | 9.6 | -2.8 | - | 43.2 | 22.6 | 90.8 % |
| Segment Income / (Loss) | 9.6 | -2.8 | - | 43.2 | 22.6 | 90.8 % |
► Income from this segment grew by 90.8%, reflecting the sale of the “Horizontina” farm made through Brasilagro during this fiscal year, whose price is higher than the “Sao Pedro” farm sold in 2012. The increase contributed by the Result for sale of farms was offset by a significant increase in selling expenses from Brasilagro, consisting of sales commission expenses.
► In February 2013, Cresud executed a preliminary sale agreement for a portion of the “La Suiza” farm, which has an area of 5,613 hectares allocated to beef cattle operations and 36,380 hectares intended for mixed activities. The total transaction amount was fixed in the sum of USD 6.7 million. The accounting result of this transaction will be recorded upon executing the title deed. We expect to recognize the results from this transaction in the next quarter.
► After the end of the quarter, in the month of May, our subsidiary Brasilagro sold sections of two farms: an area of 394 hectares of the Araucária farm (located in the municipal district of Mineiros – GO) for 248,000 bags of soybean or BRL 11.7 million, and an area of 4,895 hectares of the Cremaq farm (located in Baiza Grande do Ribeiro – PI) for an amount of 90,148 bags of soybean equivalent to BRL 42.1 million. We expect to recognize the results from this transaction in the next semester.
| Area under Development (hectares) — Argentina | 10,007 | 7,634 | 7,634 |
|---|---|---|---|
| Brazil | 13,700 | 15,504 | 12,345 |
| Paraguay 5 | 4,035 | 1,000 | 1,000 |
| Total | 27,742 | 24,138 | 20,979 |
► During the previous season, we developed more than 27,742 hectares in the region, and we expect to develop 24,138 additional hectares during this season. To date we have developed 20,979 hectares in the entire region.
5 Includes Cresca S.A.’s farms at 100%.
8
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Agro-industrial activities
| in ARS MM — Revenues | 60.3 | 2.8 | 1,979.3 % | 9M2013 — 127.5 | 9M2012 — 99.9 | 27.7 % |
|---|---|---|---|---|---|---|
| Costs | -56.3 | -9.1 | 518.7 % | -126.3 | -110.2 | 14.6 % |
| Gross Income / (Loss) | 2.9 | -6.6 | - | 1.2 | -10.4 | - |
| Operating Loss | -6.8 | -9.6 | -29.3 % | -20.3 | -23.4 | -13.1 % |
| Segment Loss | -6.8 | -9.6 | -29.3 % | -20.3 | -23.4 | -13.1 % |
► In this segment we report the results from our meat packing and feedlot business through our subsidiary Cactus. We see a trend similar to the one experienced during the previous year and we expect that the context of this industry will improve in the future, leading to higher results in the segment.
Other Segments
| in ARS MM — Revenues | 13.2 | 8.8 | 51.7 % | 9M 2013 — 53.6 | 9M 2012 — 34.0 | 57.4 % |
|---|---|---|---|---|---|---|
| Costs | -11.3 | -8.4 | 33.3 % | -45.8 | -29.9 | 53.4 % |
| Changes in the fair value of biological assets and agricultural produce | -1.7 | -0.1 | 1,600.0 % | -1.0 | -0.1 | 1790.4 % |
| Gross Income | 0.2 | 0.3 | -33.3 % | 6.7 | 4.1 | 64.0 % |
| Management fees | -2.6 | -2.8 | -10.3 % | -9.4 | -7.5 | 25.9 % |
| Operating Loss | -3.7 | -5.1 | -29.4 % | -9.3 | -9.9 | -5.7 % |
| Segment Loss | -3.5 | -5.3 | -35.2 % | -8.6 | -10.1 | -14.7 % |
► In this segment we report the results from our controlled company Futuros y Opciones S.A: (“FyO”).
► Management Fees are also included in this segment.
9
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Urban Properties and Investments: IRSA Inversiones y Representaciones Sociedad Anónima
We develop our Urban Properties and Investments segment through our subsidiary IRSA. As of March 31, 2013, our direct and indirect equity interest in IRSA was 65.19%.
IRSA is one of Argentina’s leading real estate companies in terms of total assets. IRSA is engaged, directly or indirectly through subsidiaries and joint businesses, in a range of diversified real estate related activities in Argentina and abroad, including:
► The acquisition, development and operation of shopping centers, through its direct and indirect interest of 95.69% in Alto Palermo S.A. (“APSA”) (Nasdaq: APSA, BASE: APSA). APSA is one of Argentina’s leading operators of shopping centers and holds a controlling interest in 13 shopping centers with more than 308,800 square meters of Gross Leaseable Area.
► The acquisition, development and exploitation of office buildings and other non-shopping center properties primarily for rental, for which purpose it has over 141,287 square meters of office leaseable space.
► The acquisition and development of residential properties and the acquisition of undeveloped land reserves for future development or sale.
► The acquisition and exploitation of luxury hotels.
► Selective investments outside Argentina.
► Financial investments, including IRSA’s current 29.78% equity interest in Banco Hipotecario, which is one of the leading financial institutions in Argentina.
The following information has been extracted from the financial statements of our controlled company IRSA as of March 31, 2013:
| in ARS MM — Revenues | 518.0 | 415.6 | 24.6 % | 9M 2013 — 1,604.1 | 9M 2012 — 1,328.5 | 20.7 % |
|---|---|---|---|---|---|---|
| Operating Income | 190.8 | 168.4 | 13.3 % | 749.7 | 540.7 | 38.7 % |
| EBITDA | 246.5 | 211.3 | 16.6 % | 912.4 | 669.4 | 36.3 % |
| Net Income | 133.4 | 116.1 | 14.8 % | 379.3 | 195.5 | 94.0 % |
Our stake in IRSA has a high impact on our results, therefore we recommend the reading of detailed information on IRSA provided in its website (www.irsa.com.ar), in the Argentine Securities Commission website (www.cnv.gob.ar) and in the Securities and Exchange Commission website (www.sec.gov).
10
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Below is a reconciliation between these results and total consolidated results.
| Total Segment Information | Adjustment for Interest in Joint Businesses | Total | Total Segment Information | Adjustment for Interest in Joint Businesses | Total | Total | |
|---|---|---|---|---|---|---|---|
| Revenues | 2,463.9 | -114.0 | 2,349.9 | 2,083.7 | -51.4 | 2,032.3 | 15.6 % |
| Costs | -2,223.0 | 97.1 | -2,125.9 | -1,711.3 | 43.4 | -1,668.0 | 27.5 % |
| Changes in the reasonable value of biological assets and agricultural produce | 734.9 | -1.4 | 733.5 | 471.8 | -9.1 | 462.6 | 58.6 % |
| Changes in the net realizable value of agricultural produce | 6.9 | 0.1 | 7.0 | -13.3 | - | -13.3 | - |
| Gross Income | 982.8 | -18.3 | 964.5 | 830.9 | -17.2 | 813.7 | 18.5 % |
| Result from sale of investment properties | 61.5 | - | 61.5 | 42.7 | - | 42.7 | 43.8 % |
| Result from sale of farms | 54.0 | - | 54.0 | 27.8 | - | 27.8 | 94.5 % |
| General and administrative expenses | -253.6 | 2.8 | -250.7 | -222.4 | 2.8 | -219.6 | 14.2 % |
| Selling expenses | -181.0 | 8.8 | -172.3 | -136.3 | 5.9 | -130.4 | 32.1 % |
| Management fees | -9.4 | - | -9.4 | -7.5 | - | -7.5 | 25.9 % |
| Other operating income, net | 103.9 | 1.7 | 105.7 | -31.2 | 2.4 | -28.8 | - |
| Operating income before Income / (Loss) from interests in equity investees and joint businesses | 758.2 | -4.9 | 753.2 | 504.0 | -6.2 | 497.8 | 51.3 % |
| Income / (Loss) from interests in equity investees and joint businesses | 11.0 | 3.7 | 14.7 | 16.6 | -4.4 | 12.3 | 20.1 % |
| Operating income before financial income / (loss) and taxes | 769.2 | -1.2 | 768.0 | 520.6 | -10.5 | 510.1 | 50.6 % |
11
Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Financial Indebtedness and Other
As of March 31, 2013 Cresud had a total net indebtedness equivalent to USD 848.3 million, consolidating IRSA and Brasilagro. The following table contains a breakdown of this indebtedness:
| Description | Currency | Amount (1) | Interest Rate | Maturity |
|---|---|---|---|---|
| Bank overdraft | ARS | 0.6 | Floating | < 365 d |
| Cresud’s Tranche IV Series VIII Notes | USD | 60.0 | 7.50% | Sep-14 |
| Cresud’s Tranche V Series IX Notes (2) | ARS | 31.4 | BADLAR + 300 bps | Dec-13 |
| Cresud’s Tranche V Series X Notes (3) | USD | 61.5 | 7.75% | Jun-14 |
| Cresud’s Tranche V Series XI Notes (4) | ARS | 15.7 | BADLAR + 375 bps | Jun-15 |
| Cresud’s Tranche VI Series XII Notes | ARS | 19.9 | BADLAR + 410 bps | Nov-14 |
| Cresud’s Tranche VI Series XIII Notes | USD | 79.4 | 1.90% | May-15 |
| Bolivia farms (5) | BOB / USD | 3.8 | 5%-7% | 2013-2017 |
| Other Loans | ARS / USD | 23.9 | 2015 - 2022 | |
| Cresud’s Total Debt | 296.3 | |||
| Bank overdraft | ARS | 23.3 | Floating | < 180 d |
| IRSA’s Tranche I Series I Notes | USD | 150.0 | 8.50% | Feb-17 |
| IRSA’s Tranche II Series II Notes (6) | USD | 150.0 | 11.50% | Jul-20 |
| IRSA’s Tranche III Series III Notes | ARS | 19.9 | BADLAR + 249 bps | Aug-13 |
| IRSA’s Tranche III Series IV Notes | USD | 33.8 | 7.45% | Feb-14 |
| Other Loans | USD | 5.0 | LIBOR 1m + 275 bps | Dec-13 |
| Belmont Madison Building Mortgage | USD | 75.0 | 4.22% | Aug-17 |
| IRSA’s Total Debt | 457.0 | |||
| Bank overdraft | ARS | 32.1 | Floating | < 30 d |
| Other Loans | ARS | 28.7 | 15.01% | 2015 |
| APSA’s Tranche I Series I Notes (7) | USD | 120.0 | 7.875% | may-17 |
| Seller Financing | USD | 13.9 | 5.00% | jul-17 |
| APSA’ Total Debt | 194.7 | |||
| Brasilagro’s Total Debt | 45.7 | |||
| Total Consolidated Debt | 993.8 | |||
| Consolidated cash | 125.0 | |||
| Repurchase of Debt | 20.4 | |||
| Net Consolidated Debt | 848.3 |
| 1 Principal face value in USD (million) at an exchange rate of 5.122 ARS = 7.197 BOB = 2.014 BRL = 1 USD, without considering elimination of balances with subsidiaries. |
|---|
| 2 As of March 31, 2013 the Company had repurchased a face value of ARS 9.0 million. |
| 3 As of March 31, 2013 the Company had repurchased a face value of USD 0.7 million. |
| 4 As of March 31, 2013 the Company had repurchased a face value of ARS 21.0 million. |
| 5 Purchase of farms in Bolivia by Acres del Sud. |
| 6 As of March 31, 2013 the Company had repurchased a face value of USD 3.9 million. |
| 7 As of March 31, 2013 the Company had repurchased a face value of USD 10.0 million. |
Purchase of IRSA’s shares
During February and March 2013, Cresud purchased in the market, directly and through its subsidiaries, 3,985,431 common shares of IRSA for a total amount of ARS 28.2 million. Therefore, as of March 31, 2013, Cresud’s direct and indirect interest in IRSA was 65.19%.
Issue of Series XII and XIII Notes
On February 22, 2013, Cresud issued a new Tranche of Notes under its Global Note Program.
Tranche VI was issued in two series, with the following main features:
► Series XII was issued in pesos for a total principal amount of ARS 102.1 million, accruing interest at Badlar rate plus 410 basis points. Interest is payable on a quarterly basis, starting on May 22, 2013. The principal amount is repayable in 3 quarterly installments beginning on May 22, 2014.
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Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
► Series XIII was issued in dollars (subscribed and repaid in pesos at the applicable exchange rate) for a principal amount of USD 79.4 million, equivalent to ARS 397.9 million (exchange rate: ARS 5.0107 per USD), accruing interest at a fixed rate of 1.9%. Interest is payable on a quarterly basis starting on May 22, 2013. The principal amount is repayable in 2 installments, the first of them on February 23, 2015 and the second one on May 22, 2015.
Issue of Series XIV Notes
On May 3, 2013, the Board of Directors approved the Pricing Supplement for the issuance of the seventh tranche of Simple Series XIV Notes for a total amount of up to USD 20 million, which amount may be increased to USD 32 million, to be issued under the Global Note Program for up to USD 300 million (or its equivalent in other currencies) approved on January 28, 2013.
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Cresud S.A.C.I.F. y A.
Summary as of March 31, 2013
Prospects for the next quarter
Although in 2013 the agricultural industry recovered from the severe drought experienced in the 2012 season, we expect that due to recent droughts in Brazil’s northeastern region and Argentina’s northwestern region, the yields and agricultural production of our farms might be negatively affected. USDA projections have lowered forecasts for Argentina pointing to 26.5 million tons of corn and 51.5 million tons of soybeans during this season, whereas for Brazil, USDA projects 74.0 million tons of corn and 83.5 million tons of soybean during this season. We expect to sow 206,000 hectares during this season.
As concerns the beef cattle segment, the lack of rain in certain regions of Argentina affected the production of pastures and took its toll on kilos; therefore, we expect to end the year with lower beef cattle production results. In terms of prices, pricing levels have remained stable as compared to the previous year, when we sold part of our herd obtaining highly satisfactory results, taking advantage of the higher prices per kilo for fattened animals. Regarding the milk business, we will maintain our milk production in our El Tigre state-of-the-art milking facility, where we operate at high production levels. We expect to close this fiscal year with good margins, thanks to the recent rebound in milk prices and constrained costs.
As concerns land transformation and value-adding activities, we will make progress in the development of our farms in Salta, Paraguay and Brazil. In our farms located in Salta, we developed 10,007 hectares in 2012 and we expect to develop approximately 7,634 additional hectares during this fiscal year. In Paraguay, we will develop 1,000 hectares and we expect to improve yields even further. In Brazil, we will develop 15,504 hectares. Moreover, we will continue to rotate selectively our regional portfolio as it reaches optimum appreciation levels.
In Argentina, we will continue with our strategy of supplementing agriculture in own farms with agriculture in leased farms and farms under concession. As regards our feedlot and meat packing business, we will continue operations in the expectation that market conditions will be more favorable and the segment will become profitable again.
We believe in the agricultural sector’s long-term potential and the strengths Latin America has in terms of worldwide food production. As a leading regional industry player, we are confident that Cresud, with its long track record and expertise in the business, will have excellent chances to take advantage of the best opportunities available in the market.
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SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buenos Aires, Argentina.
| /s/ Saúl Zang |
|---|
| Saúl Zang |
| Responsible for the Relationship with the Markets |