20-F 1 cresy_20f.htm FORM 20-F cresy_20f.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2021

 

OR

 

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report ___

 

CRESUD SOCIEDAD ANONIMA 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)

 

Carlos M. Della Paolera 261, 9th Floor (C1001ADA),

Ciudad Autónoma de Buenos Aires, Argentina

(Address of principal executive offices)

 

Matías Iván Gaivironsky

Chief Financial and Administrative Officer

Tel +(5411) 4323-7449 - ir@cresud.com.ar

Carlos M. Della Paolera 261, 9th Floor, (C1001ADA),

Ciudad Autónoma de Buenos Aires, Argentina

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

 

Name of each exchange on which registered

American Depositary Shares (ADSs), each representing

ten shares of Common Stock

 

CRESY

 

Nasdaq National Market of the

Nasdaq Stock Market

Common Stock, par value ARS 1.00 per share

 

 

 

Nasdaq National Market of the

Nasdaq Stock Market*

 

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: 591,642,804.

 

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act:

 

☐ Yes     ☒ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.

 

Yes     ☐ No

 

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934 from their obligations under those Sections

 

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes     ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes     ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer ☐    Accelerated filer ☒    Non-accelerated filer ☐    Emerging growth company ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP

International Financial Reporting Standards as issued by the International Accounting Standards Board

Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

☐ Item 17     ☐ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

☐ Yes     ☒ No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 23 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes ☐   No ☐

 

Please send copies of notices and communications from the Securities and Exchange Commission to:

 

Carolina Zang

 

Jaime Mercado

Zang Bergel & Viñes Abogados

 

Simpson Thacher & Bartlett LLP

Florida 537 piso 18º

C1005AAK Ciudad Autónoma de Buenos Aires, Argentina.

 

 

425 Lexington Avenue

New York, NY 10019

 

  

Table of Contents

CRESUD SOCIEDAD ANONIMA COMERCIAL INMOBILIARIA FINANCIERA Y AGROPECUARIA

 

 

 

Page No.

 

 

 

Disclaimer Regarding Forward-Looking Information

 

i

Presentation of Financial and Certain Other Information

 

iii

Part I

 

1

Item 1. Identity of Directors, Senior Management and Advisers

 

1

Item 2. Offer Statistics and Expected Timetable

 

1

Item 3. Key Information

 

1

A. Reserved

 

1

A.1. Local exchange market and exchange rates

 

1

 

B. Capitalization and Indebtedness

 

1

C. Reasons for the Offer and Use of Proceeds

 

1

D. Risk Factors

 

1

Item 4. Information on the Company

 

51

A. History and Development of the Company

 

51

B. Business Overview

 

61

C. Organizational Structure

 

111

D. Property, Plants and Equipment

 

112

Item 4A. Unresolved Staff Comments

 

115

Item 5. Operating and Financial Review and Prospects

 

115

A. Consolidated Operating Results

 

115

B. Liquidity and Capital Resources

 

174

C. Research and Developments, Patents and Licenses

 

190

D. Trend Information

 

191

E. Critical Accounting Estimates

 

194

 

Item 6. Directors, Senior Management and Employees

 

197

A. Directors and Senior Management

 

197

B. Compensation

 

203

C. Board Practices

 

206

D. Employees

 

207

E. Share Ownership

 

208

Item 7. Major shareholders and related party transactions

 

209

A. Major Shareholders

 

209

B. Related Party Transactions

 

211

C. Interests of Experts and Counsel

 

215

Item 8. Financial Information

 

215

A. Audited Consolidated Statements and Other Financial Information

 

215

B. Significant Changes

 

222

Item 9. The Offer and Listing

 

222

A. Offer and Listing Details

 

222

B. Plan of Distribution

 

223

C. Markets

 

223

D. Selling Shareholders

 

226

E. Dilution

 

226

F. Expenses of the Issue

 

226

 

  

Item 10. Additional Information

 

226

A. Share Capital

 

226

B. Memorandum and Articles of Association

 

227

C. Material Contracts

 

235

D. EXCHANGE CONTROLS

 

235

E. Money Laundering

 

239

F. Taxation

 

242

G. Dividends and Paying Agents

 

251

H. Statement by Experts

 

251

I. Documents on Display

 

251

J. Subsidiary Information

 

251

Item 11. Quantitative and Qualitative Disclosures about Market Risk

 

251

Item 12. Description of Securities Other than Equity Securities

 

252

Part II

 

253

Item 13. Defaults, Dividend Arrearages and Delinquencies

 

253

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

 

 253

 

Item 15. Controls and Procedures

 

253

A. Disclosure Controls and Procedures

 

253

B. Management’s Annual Report on Internal Control Over Financial Reporting

 

 253

 

C. Attestation Report of the Registered Public Accounting Firm

 

254

D. Changes in Internal Control Over Financial Reporting

 

254

Item 16. Reserved

 

254

Item 16A. Audit Committee Financial Expert

 

254

Item 16B. Code of Ethics

 

255

Item 16C. Principal Accountant Fees and Services

 

255

Item 16D. Exemption from the Listing Standards for Audit Committees

 

256

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

 256

 

Item 16F. Change in Registrant’s Certifying Accountant

 

256

Item 16G. Corporate Governance

 

257

Item 16H. Mine Safety Disclosures

 

258

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

 258

 

Part III

 

259

Item 17. Financial Statements

 

259

Item 18. Financial Statements

 

259

Item 19. Exhibits

 

259

 

Table of Contents

  

DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report includes forward-looking statements, principally under “Risk Factors,” “Information on the Company” and “Operating and Financial Review and Prospects.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this Annual Report, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:

 

Factors that could cause actual results to differ materially and adversely include but are not limited to:

 

 

·

changes in general economic, financial, business, political, legal, social or other conditions in Argentina, Brazil and Latin America or changes in developed markets or emerging markets or both;

 

 

 

 

·

changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including volatility in domestic and international financial markets;

 

 

 

 

·

inflation and deflation;

 

 

 

 

·

ongoing economic impacts of the COVID-19 pandemic on the Argentine economy;

 

 

 

 

·

measures adopted by the Argentine Government in response to the COVID-19 pandemic;

 

 

 

 

·

impact on our business of the COVID-19 pandemic;

 

 

 

 

·

economic consequences of the pandemic and the related impact on our business and financial condition;

 

 

 

 

·

fluctuations in the exchanges rates of the peso and in the prevailing interest rates;

 

 

 

 

·

increases in financing costs or our inability to obtain additional financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities;

 

 

 

 

·

current and future government regulation and changes in law or in the interpretation by Argentine courts;

 

 

 

 

·

price fluctuations in the agricultural and real estate market;

 

 

 

 

·

political, civil and armed conflicts;

 

 

 

 

·

adverse legal or regulatory disputes or proceedings;

 

 

 

 

·

fluctuations and declines in the aggregate principal amount of Argentine public debt outstanding, default of sovereign debt;

 

 

 

 

·

government intervention in the private sector and in the economy, including through nationalization, expropriation, labor regulation or other actions;

 

 

 

 

·

restrictions on transfer of foreign currencies and other exchange controls;

 

 

 

 

·

increased competition in the shopping mall sector, office or other commercial properties and related industries;

 

 

 

 

·

potential loss of significant tenants at our shopping malls, offices or other commercial properties;

 

 

 

 

·

our ability to take advantage of opportunities in the real estate market on a timely basis;

 

 

 

 

·

restrictions on energy supply or fluctuations in prices of utilities in the Argentine market;

 

 

 

 

·

our ability to meet our debt obligations;

    

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·

shifts in consumer purchasing habits and trends;

 

 

 

 

·

technological changes and our potential inability to implement new technologies;

 

 

 

 

·

deterioration in regional, national or global businesses and economic conditions;

 

 

 

 

·

changes on the applicable regulations to currency exchange or transfers;

 

 

 

 

·

incidents of government corruption that adversely impact the development of our real estate projects;

 

 

 

 

·

fluctuations and declines in the exchange rate of the peso, the U.S. dollar against other currencies; and

 

 

 

 

·

the risk factors discussed under “Risk Factors.”

  

You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” “anticipates,” “could,” “target,” “projects,” “contemplates,” “potential,” “continue” or similar expressions. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this Annual Report because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this Annual Report might not occur and are not guarantees of future performance.

 

You should not place undue reliance on such statements which speak only as of the date that they were made. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we might issue in the future.

 

AVAILABLE INFORMATION

 

We file annual and current reports and other information with the United States Securities and Exchange Commission (“SEC”). You may obtain any report, information or other document we file electronically with the SEC at the SEC’s website (http://www.sec.gov) or at our website (http://www.cresud.com.ar). The information contained in our website does not form part of this Annual Report.

  

ii

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PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

 

In this annual report (the “Annual Report”), references to “Cresud,” the “Company,” “we,” “us” and “our” means Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, and its consolidated subsidiaries, unless the context otherwise requires, or where we make clear that such term refers only to Cresud and not to its subsidiaries.

 

The terms “Argentine government” and “government” refer to the federal government of Argentina, the term “Central Bank” refers to the Banco Central de la República Argentina (the Argentine Central Bank), the terms “CNV” and “CNV Rules” refer to the Comisión Nacional de Valores (the Argentine National Securities Commission) and the rules issued by the CNV, respectively. In this Annual Report, when we refer to “peso,” “pesos” or “ARS” we mean Argentine pesos, the legal currency of Argentina, when we refer to “U.S. dollar,” “U.S. dollars” or “USD” we mean United States dollars, the legal currency of the United States, and when we refer to “Real,” “Reals,” “Rs.” or “BRL” we mean Brazilian Real, the legal currency Brazil.

 

References to “ADSs” are to the American Depositary Shares, each representing 10 shares of our common stock, issued pursuant to the deposit agreement, dated as of March 18, 1997 (the “deposit agreement”), between us, The Bank of New York, as depositary (the “ADS Depositary”), and the owners and holders of the ADRs issued from time to time thereunder, and references to “ADRs” are to the American Depositary Receipts, which represent the ADSs.

 

Financial Statements

 

We prepare and maintain our financial books and records in pesos and in conformity with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and the CNV Rules. Our fiscal year begins on July 1 and ends on June 30 of each year.

 

Our audited Consolidated Financial Statements as of June 30, 2021 and 2020 and for the years ended June 30, 2021, 2020 and 2019, and the notes thereto (our “Audited Consolidated Financial Statements”) are set forth on pages F-1 through F-117 of this Annual Report.

  

Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 28, 2021 and have been audited by Price Waterhouse & Co S.R.L., Argentina, member of PriceWaterhouseCoopers International Limited, an independent registered public accounting firm whose report is included herein.

  

Deconsolidation of IDBD and DIC

 

Prior to September 25, 2020, we managed our business and operations in Israel through our subsidiaries IDB Development Corporation Ltd. (“IDBD”) and DIC. On September 25, 2020, the District Court in Tel Aviv-Jaffa (the “Court”), in response to a petition from IDBD’s creditors, declared the insolvency of IDBD and initiated liquidation proceedings (the “Liquidation Proceedings”). The Court appointed a trustee for IDBD’s shares and receivers for DIC’s and Clal’s shares.

  

Under IFRS 10 “Consolidated Financial Statements” (“IFRS 10”), an investor controls an investee if and only if the investor has all the following: (a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability to use its power over the investee to affect the amount of the investor’s returns. Based on the facts and circumstances outlined above, our management believes that, as from September 25, 2020, our subsidiary IRSA lost control over IDBD and DIC (as this term is defined by IFRS 10). Accordingly, (a) our investment in IDBD and DIC has been deconsolidated in our unaudited condensed interim consolidated financial statements as of September 30, 2020 and for the three-month periods ended September 30, 2020 and 2019, and (b) comparative information in our Audited Consolidated Financial Statements have been retrospectively restated to reflect the deconsolidation of IDBD and DIC.

 

As of the date of this Annual Report, IRSA no longer own any capital stock of IDBD while we have an investment in DIC that amounts to 2,062,000 of shares.

 

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Functional and Presentation Currency; Adjustment for Inflation

 

Our functional and presentation currency is the peso, and our Audited Consolidated Financial Statements included in this Annual Report are presented in pesos.

 

IAS 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”) requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be measured in terms of the current unit of measurement at the closing date of the financial statements, regardless of whether they are based on the historical cost method or the current cost method. This requirement also includes the comparative information of the financial statements.

 

In order to conclude that an economy is “hyperinflationary,” IAS 29 outlines a series of factors, including the existence of an accumulated inflation rate in three years that is approximately or exceeds 100%. As of July 1, 2018, Argentina reported a cumulative three-year inflation rate greater than 100% and therefore financial information published as from that date should be adjusted for inflation in accordance with IAS 29. Therefore, our Audited Consolidated Financial Statements and the financial information included in this Annual Report have been stated in terms of the measuring unit current at the end of the reporting year. For more information, see section “Financial Statements” above and Note 2.1 to our Audited Consolidated Financial Statements.

 

Effective July 1, 2018, we adopted IFRS 15, Revenues from contracts with customers (“IFRS 15”) and IFRS 9, Financial instruments (“IFRS 9”) using the modified retrospective approach, so that the cumulative impact of the adoption was recognized in the retained earnings at the beginning of the fiscal year starting on July 1, 2018, and the comparative figures were consequently not modified.

 

Effective July 1, 2019, we adopted IFRS 16 “Leases” which establishes the criteria for recognition and valuation of leases for lessees and lessors. The changes incorporated mainly impact the tenant’s accounting. IFRS 16 provides that the lessee recognizes an asset for the right of use and a liability at present value with respect to those contracts that meet the definition of lease agreements according to IFRS 16. In accordance with the standard, a lease agreement is one that provides the right to control the use of an identified asset for a specific period. In order for a company to have control over the use of an identified asset: a) it must have the right to obtain substantially all the economic benefits of the identified asset and b) it must have the right to direct the use of the identified asset. The standard allows to exclude the short-term contracts (under 12 months) and those in which the underlying asset has low value. The application of IFRS 16 increased assets and liabilities and generated a decrease in operating costs for leases. On the other hand, the balance of depreciation and financial results generated by the present value of those lease liabilities were increased. This application does not imply changes in comparative information.

 

Additionally, effective July 1, 2019, in accordance with the amendment to IAS 28, an entity shall implement the provisions of IFRS 9 to Long-term Investments that are essentially part of the entity’s net investment in the associate or in the joint venture according to the definitions of said standard, using the modified retrospective approach. The provisions of IFRS 9 shall apply to such investments with respect to the participation in the losses of an associate or a joint venture, as well as with respect to the recognition of the impairment of an investment in an associate or joint venture. In addition, when applying IFRS 9 to such long-term investments, the entity will make it prior to the adjustments made to the carrying amount of the investment in accordance with IAS 28. We opted for an accounting policy where the currency translation adjustments arising from these loans are recorded as part of other comprehensive income.

 

See Note 2.2 to our Audited Consolidated Financial Statements for a more information of the adoption of new standards.

 

Currency Translations

 

We have translated some of the peso amounts contained in this Annual Report into U.S. dollars for convenience purposes only. Unless otherwise specified or the context otherwise required, the rate used to convert peso amounts to U.S. dollars is the seller exchange rate quoted by Banco de la Nación Argentina of ARS 95.7200 per USD 1.00 as of June 30, 2021. The average seller exchange rate for fiscal year 2021, quoted by Banco de la Nación Argentina was ARS 83.9081. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 99.5600 per USD 1.00 as of October 26, 2021. The U.S. dollar-equivalent information presented in this Annual Report is provided solely for the convenience of the reader and should not be construed as implying that the peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Local Exchange Market and Exchange Rates” and “Risk Factors-Risks relating to Argentina-Continuing high rates of inflation may have an adverse effect on the economy and our business, financial condition and the results of our operations.”

 

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Market Share Data