UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

 

Dated December 2, 2019

 

Commission File Number: 001-38405

 

BIOCERES CROP SOLUTIONS CORP.

(Translation of registrant’s name into English)

 

Ocampo 210 bis, Predio CCT, Rosario

Province of Santa Fe, Argentina

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F  x                                                                  Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 


 

EXPLANATORY NOTE

 

The following exhibit is filed as part of this Form 6-K:

 

Exhibit List

 

Exhibit No.

 

Description

99.1

 

Bioceres Crop Solutions Corp. consolidated financial statements as of September 30, 2019 and June 30, 2019, and for the three-month periods ended September 30, 2019 and 2018.

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

BIOCERES CROP SOLUTIONS CORP.

 

 

(Registrant)

 

 

 

 

 

 

 

 

Dated: December 2, 2019

 

By:

/s/ Federico Trucco

 

 

Name:

Federico Trucco

 

 

Title:

Chief Executive Officer

 

3


Exhibit 99.1

 

 

BIOCERES CROP SOLUTIONS CORP.

Unaudited interim condensed consolidated financial
statements as of September 30, 2019, June 30, 2019
and for the three-month periods ended September 30,
2019 and 2018.

 


 

BIOCERES CROP SOLUTIONS CORP.

 

INDEX

 

Unaudited interim condensed consolidated financial statements as of September 30, 2019, June 30, 2019 and for the three-month periods ended September 30, 2019 and 2018.

 

 

 

 

 

Unaudited interim condensed consolidated statements of financial position as of September 30, 2019 and June 30, 2019

 

F-3

 

 

 

Unaudited interim condensed consolidated statements of comprehensive income for the three-month periods ended September 30, 2019 and 2018

 

F-5

 

 

 

Unaudited interim condensed consolidated statements of changes in equity for the three-month periods ended September 30, 2019 and 2018

 

F-6

 

 

 

Unaudited interim condensed consolidated statements of cash flows for the three-month periods ended September 30, 2019 and 2018

 

F-8

 

 

 

Notes to the unaudited interim condensed consolidated financial statements

 

F-10

 

F-2


 

BIOCERES CROP SOLUTIONS CORP.

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of September 30, 2019 and June 30, 2019

(Amounts in US Dollars)

 

 

 

Notes

 

09/30/2019

 

06/30/2019

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

5.1

 

5,496,780

 

3,450,873

 

Other financial assets

 

5.2

 

4,856,182

 

4,683,508

 

Trade receivables

 

5.3

 

57,647,983

 

59,236,377

 

Other receivables

 

5.4

 

3,375,944

 

1,981,829

 

Income and minimum presumed income taxes recoverable

 

 

 

1,328,722

 

1,263,795

 

Inventories

 

5.5

 

35,252,373

 

27,592,582

 

Total current assets

 

 

 

107,957,984

 

98,208,964

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Other financial assets

 

5.2

 

311,734

 

376,413

 

Other receivables

 

5.4

 

1,347,627

 

1,560,310

 

Income and minimum presumed income taxes recoverable

 

 

 

5,246

 

1,184

 

Deferred tax assets

 

 

 

1,625,368

 

3,743,709

 

Investments in joint ventures and associates

 

10

 

21,881,857

 

25,321,028

 

Property, plant and equipment

 

5.6

 

40,833,366

 

43,834,548

 

Intangible assets

 

5.7

 

33,561,832

 

39,616,426

 

Goodwill

 

5.8

 

24,594,582

 

29,804,715

 

Right-of-use leased asset

 

5.9

 

951,342

 

 

Total non-current assets

 

 

 

125,112,954

 

144,258,333

 

Total assets

 

 

 

233,070,938

 

242,467,297

 

 

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.

 

F-3


 

BIOCERES CROP SOLUTIONS CORP.

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of September 30, 2019 and June 30, 2019

(Amounts in US Dollars)

 

 

 

Notes

 

09/30/2019

 

06/30/2019

 

LIABILITIES

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade and other payables

 

5.10

 

54,650,172

 

40,578,494

 

Borrowings

 

5.11

 

64,849,130

 

66,477,209

 

Employee benefits and social security

 

5.12

 

5,558,797

 

5,357,218

 

Deferred revenue and advances from customers

 

5.13

 

7,123,328

 

1,074,463

 

Income and minimum presumed income taxes payable

 

 

 

514,552

 

142,028

 

Government grants

 

 

 

777

 

2,110

 

Financed payment - Acquisition of business

 

5.14

 

2,925,593

 

2,826,611

 

Lease liability

 

5.15

 

729,356

 

 

Total current liabilities

 

 

 

136,351,705

 

116,458,133

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade and other payables

 

5.10

 

452,654

 

452,654

 

Borrowings

 

5.11

 

32,552,464

 

37,079,521

 

Employee benefits and social security

 

5.12

 

133,561

 

 

Government grants

 

 

 

5,967

 

8,098

 

Due to joint ventures and associates

 

10

 

2,247,634

 

1,970,903

 

Deferred tax liabilities

 

 

 

14,376,494

 

21,101,871

 

Provisions

 

5.16

 

307,394

 

439,740

 

Private warrants

 

5.17

 

4,592,031

 

2,861,511

 

Lease liability

 

5.15

 

536,854

 

 

Total non-current liabilities

 

 

 

55,205,053

 

63,914,298

 

Total liabilities

 

 

 

191,556,758

 

180,372,431

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Equity attributable to owners of the parent

 

 

 

29,386,177

 

47,301,863

 

Non-controlling interests

 

 

 

12,128,003

 

14,793,003

 

Total equity

 

 

 

41,514,180

 

62,094,866

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

 

233,070,938

 

242,467,297

 

 

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.

 

F-4


 

BIOCERES CROP SOLUTIONS CORP.

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three-month periods ended September 30, 2019 and 2018

(Amounts in US Dollars)

 

 

 

Notes

 

09/30/2019

 

09/30/2018

 

Revenues

 

6.1

 

36,229,820

 

29,605,745

 

Government grants

 

 

 

21,838

 

6,479

 

Total revenues

 

 

 

36,251,658

 

29,612,224

 

 

 

 

 

 

 

 

 

Cost of sales

 

6.2

 

(20,345,074

)

(14,499,010

)

Research and development expenses

 

6.3

 

(1,203,739

)

(1,048,492

)

Selling, general and administrative expenses

 

6.4

 

(8,684,911

)

(6,080,485

)

Share of profit or loss of joint ventures and associates

 

10

 

57,547

 

80,156

 

Other incomes or expenses, net

 

 

 

104,968

 

101,611

 

Operating profit

 

 

 

6,180,449

 

8,166,004

 

 

 

 

 

 

 

 

 

Finance results

 

6.5

 

(16,397,047

)

(13,735,654

)

Loss before income tax

 

 

 

(10,216,598

)

(5,569,650

)

 

 

 

 

 

 

 

 

Income tax benefit

 

 

 

2,238,853

 

1,970,393

 

Loss of the period

 

 

 

(7,977,745

)

(3,599,257

)

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

(13,400,646

)

(16,395,253

)

Items that may be subsequently reclassified to profit and loss

 

 

 

(17,706,445

)

(19,211,348

)

Exchange differences on translation of foreign operations from joint ventures

 

 

 

(4,335,170

)

(5,734,527

)

Exchange differences on translation of foreign operations

 

 

 

(13,371,275

)

(13,476,821

)

Items that will not be subsequently reclassified to loss and profit

 

 

 

4,305,799

 

2,816,095

 

Revaluation of property, plant and equipment, net of tax, of JV and associates (1)

 

 

 

561,721

 

562,268

 

Revaluation of property, plant and equipment, net of tax (2)

 

 

 

3,744,078

 

2,253,827

 

Total comprehensive loss

 

 

 

(21,378,391

)

(19,994,510

)

 

 

 

 

 

 

 

 

Loss for the period attributable to:

 

 

 

 

 

 

 

Equity holders of the parent

 

 

 

(7,050,377

)

(2,618,445

)

Non-controlling interests

 

 

 

(927,368

)

(980,812

)

 

 

 

 

(7,977,745

)

(3,599,257

)

Total comprehensive loss attributable to:

 

 

 

 

 

 

 

Equity holders of the parent

 

 

 

(18,713,391

)

(14,247,185

)

Non-controlling interests

 

 

 

(2,665,000

)

(5,747,325

)

 

 

 

 

(21,378,391

)

(19,994,510

)

Loss per share

 

 

 

 

 

 

 

Basic and diluted loss attributable to ordinary equity holders of the parent (3)

7

 

(0.20

)

(0.07

)

Weighted average number of shares

 

 

 

 

 

 

 

Basic (3)

 

7

 

36,120,517

 

36,120,517

 

 


(1) The tax effect of the revaluation of property, plant and equipment of JV and associates was $187,240 and $32,903 for the three-months periods ended September 30, 2019 and 2018, respectively.

 

(2) The tax effect of the revaluation of property, plant and equipment was $1,248,027 and $757,136 for the three-months periods ended September 30, 2019 and 2018, respectively.

 

(3) For the three-months periods ended September 30, 2019 and 2018, diluted EPS was the same as basic EPS as the effect of potential ordinary shares would be antidilutive.

 

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related party balances and transactions are disclosed in Note 13.

 

F-5


 

BIOCERES CROP SOLUTIONS CORP.

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three-month periods ended September 30, 2019 and 2018

(Amounts in US Dollars)

 

 

 

Attributable to the equity holders of the parent

 

 

 

 

 

Description

 

Issued capital

 

Share
premium

 

Share-based
incentives

 

Retained
deficit

 

Foreign
currency
translation
reserve

 

Revaluation
of PP&E and
effect of tax
rate change

 

Equity /
(deficit)
attributable
to owners of
the parent

 

Non-
controlling
Interests

 

Total equity

 

06/30/2019

 

3,613

 

96,486,865

 

 

(21,972,287

)

(31,479,583

)

4,263,255

 

47,301,863

 

14,793,003

 

62,094,866

 

Share-based incentives

 

 

 

797,705

 

 

 

 

797,705

 

 

797,705

 

Loss of the period

 

 

 

 

(7,050,377

)

 

 

(7,050,377

)

(927,368

)

(7,977,745

)

Other comprehensive income or loss

 

 

 

 

 

 

 

 

 

(15,107,653

)

3,444,639

 

(11,663,014

)

(1,737,632

)

(13,400,646

)

09/30/2019

 

3,613

 

96,486,865

 

797,705

 

(29,022,664

)

(46,587,236

)

7,707,894

 

29,386,177

 

12,128,003

 

41,514,180

 

 

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.

 

F-6


 

BIOCERES CROP SOLUTIONS CORP.

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three-month periods ended September 30, 2019 and 2018

(Amounts in US Dollars)

 

 

 

Attributable to the equity holders of the parent

 

 

 

 

 

Description

 

Issued capital

 

Share premium

 

Stock options

 

Retained deficit

 

Foreign
currency
translation
reserve

 

Revaluation of
PP&E and
effect of tax
rate change

 

Equity /
(deficit)
attributable to
owners of the
parent

 

Non-controlling
Interests

 

Total equity

 

06/30/2018

 

2,810

 

68,023,449

 

102,827

 

(26,149,583

)

(36,612,070

)

8,346,051

 

13,713,484

 

19,420,172

 

33,133,656

 

Adjustment of opening balance for the application of IAS 29

 

 

 

 

19,560,024

 

 

 

19,560,024

 

7,797,295

 

27,357,319

 

Parent company investment

 

 

(7,913,165

)

 

 

 

 

(7,913,165

)

 

(7,913,165

)

Stock options

 

 

 

3,804

 

 

 

 

3,804

 

 

3,804

 

Loss for the period

 

 

 

 

(2,618,445

)

 

 

(2,618,445

)

(980,812

)

(3,599,257

)

Other comprehensive income

 

 

 

 

 

(15,571,273

)

3,942,533

 

(11,628,740

)

(4,766,513

)

(16,395,253

)

09/30/2018

 

2,810

 

60,110,284

 

106,631

 

(9,208,004

)

(52,183,343

)

12,288,584

 

11,116,962

 

21,470,142

 

32,587,104

 

 

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.

 

F-7


 

BIOCERES CROP SOLUTIONS CORP.

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month periods ended September 30, 2019 and 2018

(Amounts in US Dollars)

 

 

 

Notes

 

09/30/2019

 

09/30/2018

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Loss of the period

 

 

 

(7,977,745

)

(3,599,257

)

 

 

 

 

 

 

 

 

Adjustments to reconcile loss to net cash flows

 

 

 

 

 

 

 

Income tax

 

 

 

(2,238,853

)

(1,970,393

)

Finance results

 

 

 

16,397,047

 

13,735,654

 

Depreciation of property, plant and equipment

 

5.6

 

520,406

 

404,284

 

Amortization of intangible assets

 

5.7

 

512,649

 

417,871

 

Depreciation of leased assets

 

16

 

123,066

 

 

Share-based incentive and stock options

 

 

 

797,705

 

3,804

 

Share of profit or loss of joint ventures and associates

 

10

 

(57,547

)

(80,156

)

Loss of control of subsidiaries

 

 

 

 

(10,591

)

Provisions for contingencies

 

 

 

(4,568

)

(5,047

)

Allowance for impairment of trade debtors

 

 

 

247,027

 

(9,067

)

Allowance for obsolescence

 

 

 

212,499

 

213,534

 

Gain or loss on sale of equipment and intangible assets

 

 

 

30,891

 

12,552

 

 

 

 

 

 

 

 

 

Working capital adjustments

 

 

 

 

 

 

 

Trade receivables

 

 

 

23,018,580

 

16,306,002

 

Other receivables

 

 

 

(494,361

)

(528,283

)

Income and minimum presumed income taxes

 

 

 

314,391

 

279,194

 

Inventories

 

 

 

(7,590,725

)

(3,969,880

)

Trade and other payables

 

 

 

(14,436,561

)

(6,308,477

)

Employee benefits and social security

 

 

 

347,127

 

(134,453

)

Deferred revenue and advances from customers

 

 

 

6,265,212

 

2,428,747

 

Government grants

 

 

 

(3,464

)

(16,099

)

Interest collected

 

 

 

354,463

 

69,439

 

Inflation effects on working capital adjustments

 

 

 

(5,691,964

)

(4,524,188

)

Net cash flows generated by operating activities

 

 

 

10,645,275

 

12,715,190

 

 

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.

 

F-8


 

BIOCERES CROP SOLUTIONS CORP.

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month periods ended September 30, 2019 and 2018

(Amounts in US Dollars)

 

 

 

Notes

 

09/30/2019

 

09/30/2018

 

INVESTMENT ACTIVITIES

 

 

 

 

 

 

 

Proceeds from sale of property, plant and equipment

 

 

 

10,324

 

 

Investment in joint ventures and associates and associates

 

10

 

 

(116,230

)

Purchase of property, plant and equipment

 

5.6

 

(619,678

)

(114,063

)

Capitalized development expenditures

 

5.7

 

(284,063

)

(283,752

)

Purchase of intangible assets

 

5.7

 

(14,247

)

 

Net cash flows used in investing activities

 

 

 

(907,664

)

(514,045

)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from borrowings

 

 

 

25,711,005

 

7,007,029

 

Repayment of borrowings and interest payments

 

 

 

(34,550,950

)

(16,494,997

)

Increase (decrease) in bank overdraft and other short-term borrowings

 

 

 

228,818

 

(1,535,992

)

Other financial proceeds or payments, net

 

 

 

(156,859

)

(918,167

)

Net cash flows used in financing activities

 

 

 

(8,767,986

)

(11,942,127

)

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 

969,625

 

259,018

 

 

 

 

 

 

 

 

 

Inflation effects on cash and cash equivalents

 

 

 

(100,889

)

(39,135

)

 

 

 

 

 

 

 

 

Cash and cash equivalents as of beginning of the period

 

5.1

 

3,450,873

 

2,215,103

 

Effect of exchange rate changes on cash and equivalents

 

 

 

1,177,171

 

820,995

 

Cash and cash equivalents as of the end of the period

 

5.1

 

5,496,780

 

3,255,981

 

 

 

The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 13.

 

F-9


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

Index

 

1.

General information

 

 

2.

Accounting standards and basis of preparation

 

 

2.1.

Statement of compliance with IFRS as issued by IASB

 

 

2.2.

Authorization for the issue of the unaudited interim condensed consolidated financial Statements

 

 

2.3.

Basis of measurement

 

 

2.4.

Functional currency and presentation currency

 

 

2.5.

Changes in accounting policies

 

 

2.6.

Changes in accounting estimates and judgements

 

 

3.

New standards, amendments and interpretations issued by the IASB

 

 

4.

Seasonality

 

 

5.

Information about components of unaudited interim condensed consolidated statements of financial position

 

 

5.1.

Cash and cash equivalents

 

 

5.2.

Other financial assets

 

 

5.3.

Trade receivables

 

 

5.4.

Other receivables

 

 

5.5.

Inventories

 

 

5.6.

Property, plant and equipment

 

 

5.7.

Intangible assets

 

 

5.8.

Goodwill

 

 

5.9.

Right-of-use leased assets

 

 

5.10.

Trade and other payables

 

 

5.11.

Borrowings

 

 

5.12.

Employee benefits and social security

 

 

5.13.

Deferred revenue and advances from customers

 

 

5.14.

Financed payment - Acquisition of business

 

 

5.15.

Leased liabilities

 

 

5.16.

Provisions

 

 

5.17.

Private warrants

 

 

6.

Information about components of unaudited interim condensed consolidated statement of comprehensive income

 

 

6.1.

Revenues

 

 

6.2.

Cost of sales

 

 

6.3.

R&D classified by nature

 

 

6.4.

Expenses classified by nature and function

 

F-10


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

6.5.

Finance results

 

 

7.

Loss per share

 

 

8.

Information about unaudited interim condensed consolidated components of equity

 

 

8.1.

Parent company investment

 

 

8.2.

Share capital

 

 

8.3.

Shares summary

 

 

8.4.

Non-controlling interest

 

 

9.

Cash flow information

 

 

10.

Joint ventures and associates

 

 

11.

Segment information

 

 

12.

Financial instruments- risk management

 

 

13.

Shareholders and other related parties’ balances and transactions

 

 

14.

Key management personnel compensation

 

 

15.

Share-based payments

 

 

16.

Leases

 

 

17.

Contingencies, commitments and restrictions on the distribution of profits

 

 

18.

Events occurring after the reporting period

 

F-11


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

1.              GENERAL INFORMATION

 

Bioceres Crop Solutions Corp (“the Company”), together with its subsidiaries (“the Group”) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. The Group has a unique biotech platform with high-impact, patented technologies for seeds and microbial agricultural inputs, as well as next generation crop nutrition and protection solutions.

 

The Group’s headquarters and primary operations are based in Argentina, which is its key end-market, but its footprint exceeds country edges, with agricultural inputs across more than 25 countries, including Argentina, Brazil, Paraguay, India, United States, Uruguay, Germany, South Africa among others.

 

Financial and economic situation

 

On October 15, 2019, the Company entered into a loan agreement with Arvesa Corp. and Bioceres LLC, its controlling shareholder, as lenders. The facility is for an amount of up to US$20 million, of which US$15 million has been drawdown as of the date of this report. Drawdown capital and capitalized interest are due after 24 months of the date of the loan agreement. Cash interest will be paid quarterly at a 15% rate. The portion of the loan funded by Arvesa is guaranteed by Bioceres S.A. and Bioceres LLC.

 

To meet short-term debts, the Group could, if necessary, issue new corporate bonds up to US$40 million. This program was already authorized by the regulatory authorities of Argentina and could be allocated to the Group’s needs. In addition, the Group has revolving credit facilities up to an amount of approx. $30 million with financial institutions that jointly with the generation of resources from the business operations, allows the Group to meet its current financial obligations.

 

2.              ACCOUNTING STANDARDS AND BASIS OF PREPARATION

 

2.1.    Statement of compliance with IFRS as issued by IASB

 

These unaudited interim condensed consolidated financial statements for the three-month period ended September 30, 2019 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

 

These unaudited interim condensed consolidated financial statements do not include all the notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the Consolidated financial statements as of June 30, 2019.

 

2.2.    Authorization for the issue of the unaudited interim condensed consolidated financial statements

 

These unaudited interim condensed consolidated financial statements of the Group as of September 30, 2019, June 30, 2019 and for the three-month period ended September 30, 2019 and 2018 have been authorized by the Board of Directors of Bioceres Crop Solution Corp on November 29, 2019.

 

2.3.    Basis of measurement

 

The unaudited interim condensed consolidated financial statements of the Group have been prepared using:

 

·                  Going Concern Basis of Accounting, considering the conclusion of the assessment made by the Group’s Management about the ability of the Group and its subsidiaries to continue as a going concern, in accordance with the requirements of paragraph 25 of IAS 1, “Presentation of Financial Statements”.

 

·                  Accrual Basis of Accounting (except for cash flows information). Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash flows.

 

F-12


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

2.4.    Functional currency and presentation currency

 

a)             Functional currency

 

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”).

 

IAS 29 “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy with high inflation, whether they are based on the historical cost method or the current cost method, be stated in terms of the measuring unit current at the closing date of the reporting period. For such purpose, the inflation produced from the acquisition date or the revaluation date, as applicable, must be computed in non-monetary items. The standard details a series of factors to be considered for concluding whether an economy is a hyperinflationary economy, including, but not limited to, a cumulative inflation rate over a three-year period that approaches or exceeds 100%. Inflation accumulated in three years, as of June 30, 2018, was over 100%. It was for this reason that, in accordance with IAS 29, the Argentine economy had to be considered as high inflation since July 1, 2018. Consequently, the Group has applied IAS 29 to these financial statements.

 

In an inflationary period, any entity that maintains an excess of monetary assets over monetary liabilities, will lose purchasing power, and any entity that maintains an excess of monetary liabilities on monetary assets, will gain purchasing power, provided that such items are not subject to an adjustment mechanism.

 

Briefly, the restatement mechanism of IAS 29 establishes that monetary assets and liabilities will not be restated because they are already expressed in a current unit of measurement at the end of the reporting period. Assets and liabilities subject to adjustments based on specific agreements, will be adjusted according to that agreements. Non-monetary items measured at their current values at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated for a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, revealing this information in a separate line item.

 

The inflation adjustment on the initial balances was calculated by means of conversion factor derived from the Argentine price indexes published by the National Institute of Statistics.

 

The index as of September 30, and June 30, 2018 were 165.2383 and 144.8053, respectively.

 

The index as of September 30, and June 30, 2019 were 253.7102 and 225.5370, respectively.

 

The comparative figures in these unaudited interim condensed consolidated financial statements presented in a stable currency are not adjusted for subsequent changes in the price level or exchange rates.

 

b)             Presentation currency

 

The unaudited interim condensed consolidated financial statements of the Group are presented in US Dollars, which is the presentation currency.

 

c)              Foreign currency

 

Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising on the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign

 

F-13


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

exchange reserve relating to such operation up to the date of disposal are transferred to the consolidated statement of profit or loss and other comprehensive income as part of the profit or loss taking place upon such disposal.

 

2.5.    Changes in accounting policies

 

The accounting policies adopted in the preparation of this unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the Consolidated financial statements as of June 30, 2019.

 

2.6.    Changes in accounting estimates and judgments

 

· Fair value of Bioceres S.A. shares granted to Rizobacter’s management.

 

For equity-settled share-based payment transactions, the Group measures the goods or services received, and the corresponding increase in equity, directly, at their fair value unless it cannot be estimated reliably. If the Group cannot estimate reliably the fair value of the goods or services received, it measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. See Note 15.

 

There were no other significant changes in accounting estimates and judgments with respect to the Consolidated financial statements as of June 30, 2019.

 

3.              NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB

 

The following new standards became applicable for the current reporting period and the Group had to change its accounting policies as a result of adopting the following standards:

 

IFRS 16 - Leases

 

IFRS 16 was issued in January 2016. It results in almost all leases being recognized on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases.

 

The new standard is effective for financial years commencing on or after January 1, 2019. See Note 16.

 

IFRIC 23 - Uncertainty over income tax treatments

 

In October 2017, the IASB issued IFRC 23. When there is uncertainty about income tax treatments, this interpretation addresses: (i) whether uncertain tax treatments should be considered separately or not; (ii) the assumptions made about the analysis of tax treatments by the tax authorities (it should be considered whether the tax authority is likely to accept an uncertain tax treatment assuming that said tax authority will examine such uncertain tax treatment); (iii) how an entity determines fiscal gain (tax loss), tax bases, unused taxes, unused tax credits and tax rates (probability of occurrence analysis); and (iv) how changes in the relevant facts and circumstances are considered.

 

The new standard is effective for years beginning on January 1, 2019. This standard does not have a material impact in the Group.

 

Amendments to IFRS 9 - Pre-payment features with negative compensation

 

The narrow-scope amendments made to IFRS 9 Financial Instruments in October 2017 enable entities to measure certain pre-payable financial assets with negative compensation at amortized cost. These assets, which include some loan and debt securities, would otherwise have to be measured at fair value through profit or loss. To qualify for amortized cost measurement, the negative compensation must be “reasonable compensation for early termination of the contract” and the asset must be held within a “held to collect” business model.

 

F-14


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

 

Amendments to IAS 28 - Long-term interests in associates and joint ventures

 

The amendments clarify the accounting for long-term interests in an associate or joint venture, which in substance form a part of the net investment in the associate or joint venture, but to which equity accounting is not applied. Entities must account for such interests under IFRS 9 Financial Instruments before applying the loss allocation and impairment requirements in IAS 28 Investments in Associates and Joint Ventures.

 

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

 

Annual improvements to IFRS standards 2015-2017 cycle

 

The following improvements were finalized in December 2017:

 

IFRS 3 Business Combinations clarified that obtaining control of a business that is a joint operation is a business combination achieved in stages. IFRS 11 Joint Arrangements clarified that the party obtaining joint control of a business that is a joint operation should not remeasure its previously held interest in the joint operation. IAS 12 Disclosure of Interests in Other Entities clarified that the income tax consequences of dividends on financial instruments classified as equity should be recognized according to where the past transactions or events that generated distributable profits were recognized. IAS 23 Borrowing Costs clarified that, if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use or sale, it becomes part of general borrowings.

 

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. This standard does not have material impact in the Group.

 

Amendments to IAS 19 - Plan amendment, curtailment or settlement

 

The amendments to IAS 19 Employee Benefits clarify the accounting for defined benefit plan amendments, curtailments and settlements. They confirm that entities must (i) calculate the current service cost and net interest for the remainder of the reporting period after a plan amendment, curtailment or settlement by using the updated assumptions from the date of the change; (ii) recognize any reduction in a surplus immediately in profit or loss, either as part of past service cost or as a gain or loss on settlement. In other words, a reduction in a surplus must be recognized in profit or loss even if that surplus was not previously recognized because of the impact of the asset ceiling; and (iii) separately recognize any changes in the asset ceiling through other comprehensive income.

 

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

 

Amendments to IAS 1 and IAS 8 - Definition of material

 

The IASB has made amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors which use a consistent definition of materiality throughout International Financial Reporting Standards and the Conceptual Framework for Financial Reporting, clarify when information is material and incorporate some of the guidance in IAS 1 about immaterial information. In particular, the amendments clarify (i) that the reference to obscuring information addresses situations in which the effect is similar to omitting or misstating that information, and that an entity assesses materiality in the context of the financial statements as a whole, and (ii) the meaning of “primary users of general-purpose financial statements” to whom those financial statements are directed, by defining them as “existing and potential investors, lenders and other creditors” that must rely on general purpose financial statements for much of the financial information they need.

 

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

 

F-15


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

Amendments to IFRS 3 - Definition of business

 

The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term “outputs” is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes return in the form of lower costs and other economic benefits. The amendments will likely result in more acquisitions being accounted for as asset acquisitions.

 

The new standard is effective for years beginning on January 1, 2019 and early adoption was allowed. These amendments do not have a material impact in the Group.

 

Amendments to IFRS 10 and IAS 28 — Sale or contribution of assets between an investor and its associate or joint venture.

 

The IASB has made limited scope amendments to IFRS 10 Consolidated financial statements and IAS 28 Investments in associates and joint ventures. The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a business (as defined in IFRS 3 Business Combinations).

 

Where the non-monetary assets constitute a business, the investor will recognize the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognized by the investor only to the extent of the other investor´s is interests in the associate or joint venture. The amendments apply prospectively.

 

4.              SEASONALITY

 

The Group revenues fluctuate depending on the timing of orders from our distributors and customers and on prevailing seed market prices, which influence the purchase decisions of growers, the end users of seed and integrated products, crop protection products and crop nutrition products. Given the cyclicality of crop planting and harvesting and South America’s planting and growing seasons, which vary from year to year, our business is highly seasonal. This results in substantial fluctuations in quarterly sales and profitability. Generally, the Group sales are concentrated in the third and fourth quarters of each calendar year, when demand for seed and integrated products, crop protection products and crop nutrition products increases as growers begin planting their fields. With seed and integrated products business, the Group contract with growers and seed suppliers based upon our anticipated market demand. Generally, in seed and integrated products business we stock the seed during the harvest season and ship from inventory throughout the year, with the objective of selling most of the inventory from the current year’s harvest before the next year’s, with crop protection and crop nutrition business following a similar cycle to the seed cycle. The impact of seasonality and the resulting fluctuations in quarterly results may be moderated as we achieve our international expansion plans for seed business in geographies with contrasting seasons and climates.

 

5.              INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

5.1.    Cash and cash equivalents

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Cash and banks

 

5,496,780

 

3,450,873

 

 

 

5,496,780

 

3,450,873

 

 

F-16


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

5.2.    Other financial assets

 

 

 

09/30/2019

 

06/30/2019

 

Current

 

 

 

 

 

Restricted short-term deposit

 

4,334,890

 

4,327,275

 

Other investments

 

515,017

 

347,718

 

Other marketable securities

 

6,275

 

8,515

 

 

 

4,856,182

 

4,683,508

 

 

 

 

09/30/2019

 

06/30/2019

 

Non-current

 

 

 

 

 

Shares of Bioceres S.A.

 

310,460

 

374,685

 

Other marketable securities

 

1,274

 

1,728

 

 

 

311,734

 

376,413

 

 

5.3.    Trade receivables

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Trade debtors

 

50,170,441

 

48,910,484

 

Allowance for impairment of trade debtors

 

(3,127,333

)

(3,360,224

)

Shareholders and other related parties (Note 13)

 

497,062

 

467,743

 

Allowance for impairment of shareholders and other related parties (Note 13)

 

(31,036

)

(75,596

)

Allowance for return of goods

 

(591,155

)

(800,606

)

Trade debtors - Parent company (Note 13)

 

439,219

 

440,268

 

Trade debtors - Joint ventures and associates (Note 13)

 

685,579

 

2,369

 

Discounted and deferred checks

 

9,605,206

 

13,651,939

 

 

 

57,647,983

 

59,236,377

 

 

5.4.    Other receivables

 

 

 

09/30/2019

 

06/30/2019

 

Current

 

 

 

 

 

Taxes

 

2,033,618

 

584,641

 

Other receivables - Other related parties (Note 13)

 

2,617

 

10,971

 

Other receivables - Joint ventures and associates (Note 13)

 

251,061

 

250,783

 

Prepayments to suppliers

 

413,013

 

496,001

 

Reimbursements over exports

 

314,645

 

366,594

 

Prepaid expenses and other receivables

 

228,634

 

213,597

 

Miscellaneous

 

132,356

 

59,242

 

 

 

3,375,944

 

1,981,829

 

 

F-17


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

 

 

09/30/2019

 

06/30/2019

 

Non-current

 

 

 

 

 

Taxes

 

668,186

 

681,168

 

Reimbursements over exports

 

676,626

 

878,470

 

Miscellaneous

 

2,815

 

672

 

 

 

1,347,627

 

1,560,310

 

 

5.5.    Inventories

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Agrochemicals

 

52,537

 

22,137

 

Seeds and grains

 

421,972

 

207,519

 

Microbiological resale products

 

18,908,110

 

13,894,018

 

Microbiological products produced

 

8,913,861

 

8,370,583

 

Goods in transit

 

1,708,517

 

751,737

 

Supplies

 

5,565,058

 

4,482,827

 

Allowance for obsolescence

 

(524,554

)

(406,818

)

Agricultural product

 

206,872

 

270,579

 

 

 

35,252,373

 

27,592,582

 

 

5.6.    Property, plant and equipment

 

Property, plant and equipment as of September 30, 2019 and June 30, 2019 included the following:

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Gross carrying amount

 

51,672,596

 

57,059,972

 

Accumulated depreciation

 

(10,839,230

)

(13,225,424

)

Net carrying amount

 

40,833,366

 

43,834,548

 

 

1.              Net carrying amount for each class of assets is as follows:

 

Class

 

Net carrying
amount
09/30/2019

 

Net carrying
amount
06/30/2019

 

Office equipment

 

181,951

 

213,437

 

Vehicles

 

1,227,356

 

1,785,701

 

Equipment and computer software

 

39,829

 

123,472

 

Fixtures and fittings

 

3,670,131

 

4,737,396

 

Machinery and equipment

 

5,162,835

 

6,336,691

 

Land and buildings

 

29,751,445

 

29,969,237

 

Buildings in progress

 

799,819

 

668,614

 

Total

 

40,833,366

 

43,834,548

 

 

F-18


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

2.   Gross carrying amount as of September 30, 2019 is as follows:

 

 

 

Gross carrying amount

 

Class

 

As of the
beginning
of year

 

Additions

 

Transfers

 

Disposals

 

Foreign
currency
translation

 

Revaluation

 

As of the
end of
period

 

Office equipment

 

629,119

 

10,609

 

 

 

(103,437

)

 

536,291

 

Vehicles

 

3,604,537

 

 

(447,132

)

(75,781

)

(472,735

)

 

2,608,889

 

Equipment and computer software

 

955,657

 

 

(363,173

)

 

(164,232

)

 

428,252

 

Fixtures and fittings

 

6,438,430

 

1,237

 

(384,766

)

 

(1,099,340

)

 

4,955,561

 

Machinery and equipment

 

10,233,501

 

355,096

 

 

 

(1,976,892

)

 

8,611,705

 

Land and buildings

 

34,530,114

 

3,145

 

 

 

(5,782,697

)

4,981,517

 

33,732,079

 

Buildings in progress

 

668,614

 

249,591

 

 

 

(118,386

)

 

799,819

 

Total

 

57,059,972

 

619,678

 

(1,195,071

)

(75,781

)

(9,717,719

)

4,981,517

 

51,672,596

 

 

3.   Accumulated depreciation as of September 30, 2019 is as follows:

 

 

 

Depreciation

 

Class

 

Accumulated
as of the
beginning of
year

 

Disposals/
Transfers

 

Of the
period

 

Foreign
currency
translation

 

Revaluation

 

Accumulated
as of the end
of period

 

Office equipment

 

415,682

 

 

8,231

 

(69,573

)

 

354,340

 

Vehicles

 

1,818,836

 

(238,516

)

56,779

 

(255,566

)

 

1,381,533

 

Equipment and computer software

 

832,185

 

(312,192

)

4,835

 

(136,405

)

 

388,423

 

Fixtures and fittings

 

1,701,034

 

(202,002

)

73,338

 

(286,940

)

 

1,285,430

 

Machinery and equipment

 

3,896,810

 

 

221,154

 

(669,094

)

 

3,448,870

 

Land and buildings

 

4,560,877

 

 

156,069

 

(725,724

)

(10,588

)

3,980,634

 

Total

 

13,225,424

 

(752,710

)

520,406

 

(2,143,302

)

(10,588

)

10,839,230

 

 

F-19


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

4.   Gross carrying amount as of September 30, 2018 is as follows:

 

 

 

Gross carrying amount

 

Class

 

As of the
beginning of
period

 

Adjustments
of opening
net book
amount for
application
of IAS 29

 

Additions

 

Disposals

 

Foreign
currency
translation

 

Revaluation

 

As of the
end of
period

 

Office equipment

 

243,948

 

194,944

 

11,713

 

(6,605

)

(162,867

)

 

281,133

 

Vehicles

 

1,660,294

 

623,032

 

20,893

 

 

(556,330

)

 

1,747,889

 

Equipment and computer software

 

419,638

 

299,670

 

7,692

 

 

(238,075

)

 

488,925

 

Fixtures and fittings

 

3,826,665

 

1,777,746

 

 

 

(1,513,426

)

 

4,090,985

 

Machinery and equipment

 

5,404,029

 

3,303,509

 

33,146

 

(18,643

)

(2,333,061

)

 

6,388,980

 

Land and buildings

 

33,026,981

 

3,356,144

 

 

 

(10,199,207

)

3,414,075

 

29,597,993

 

Buildings in progress

 

182,839

 

96,409

 

40,619

 

 

(81,663

)

 

238,204

 

Total

 

44,764,394

 

9,651,454

 

114,063

 

(25,248

)

(15,084,629

)

3,414,075

 

42,834,109

 

 

5.   Accumulated depreciation as of September 30, 2018 is as follows:

 

 

 

Depreciation

 

Class

 

Accumulated
as of the
beginning of
period

 

Adjustments
of opening
net book
amount for
application
of IAS 29

 

Disposals

 

Of the
period

 

Foreign
currency
translation

 

Revaluation

 

Accumulated
as of the end
of period

 

Office equipment

 

49,129

 

155,774

 

(3,116

)

6,630

 

(101,875

)

 

106,542

 

Vehicles

 

560,691

 

293,553

 

 

83,682

 

(243,120

)

 

694,806

 

Equipment and computer software

 

207,402

 

300,560

 

 

11,391

 

(175,064

)

 

344,289

 

Fixtures and fittings

 

318,582

 

506,331

 

 

68,107

 

(275,299

)

 

617,721

 

Machinery and equipment

 

937,736

 

1,178,567

 

(9,580

)

125,981

 

(829,110

)

 

1,403,594

 

Land and buildings

 

2,513,708

 

392,419

 

 

108,493

 

(1,192,222

)

403,112

 

2,225,510

 

Total

 

4,587,248

 

2,827,204

 

(12,696

)

404,284

 

(2,816,690

)

403,112

 

5,392,462

 

 

The depreciation charge is included in Notes 6.3 and 6.4.

 

Revaluation of property, plant and equipment

 

At a minimum, the Group updates their assessment of the fair value of its land and buildings at the end of each reporting year (after the revaluation policy was adopted), considering the most recent independent valuations and market data. As of September 30, 2019, the Group reviewed the valuations in order to determine the variations between the fair values and their book value taking into consideration the valuations made in June 2019. Valuations used to determine FV are expressed in US dollars which is the currency mainly used for this matter. Accordingly, since Rizobacter’s functional currency is Argentine peso the Group accounted a revaluation increase in the three-month period ended September 30, 2019 that was compensated with foreign currency translation. Management determined the property, plant and equipment’s value within a range of reasonable fair value estimates.

 

F-20


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

All resulting fair value estimates for land and buildings are classified as level 3 and are consistent with the methodology disclosed in the annual financial statements.

 

5.7.         Intangible assets

 

Intangible assets as of September 30, 2019 and June 30, 2019 included the following:

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Gross carrying amount

 

39,222,358

 

45,848,737

 

Accumulated amortization

 

(5,660,526

)

(6,232,311

)

Net carrying amount

 

33,561,832

 

39,616,426

 

 

1.                   Net carrying amount of each class of intangible assets is as follows:

 

Class

 

Net carrying
amount
09/30/2019

 

Net carrying
amount
06/30/2019

 

Seed and integrated products

 

 

 

 

 

Soybean HB4

 

6,367,616

 

6,120,336

 

Ecoseed integrated products

 

2,215,150

 

2,627,946

 

Crop nutrition

 

 

 

 

 

Microbiological products

 

1,607,433

 

2,208,117

 

Other intangible assets

 

 

 

 

 

 

Trademarks and patents

 

6,550,050

 

8,063,648

 

Software

 

747,645

 

994,723

 

Customer loyalty

 

16,073,938

 

19,601,656

 

Total

 

33,561,832

 

39,616,426

 

 

2.                   Gross carrying amount as of September 30, 2019 is as follows:

 

 

 

Gross carrying amount

 

Class

 

As of the
beginning of
year

 

Additions

 

Foreign
currency
translation

 

As of the
end of
period

 

Seed and integrated products

 

 

 

 

 

 

 

 

 

Soybean HB4

 

6,120,336

 

247,280

 

 

6,367,616

 

Ecoseed integrated products

 

2,627,946

 

36,783

 

(449,579

)

2,215,150

 

Crop nutrition

 

 

 

 

 

 

 

 

 

Microbiological products

 

3,267,200

 

 

(690,248

)

2,576,952

 

Other intangible assets

 

 

 

 

 

 

 

 

 

Trademarks and patents

 

9,810,822

 

 

(1,678,399

)

8,132,423

 

Software

 

2,149,340

 

14,247

 

(364,494

)

1,799,093

 

Customer loyalty

 

21,873,093

 

 

(3,741,969

)

18,131,124

 

Total

 

45,848,737

 

298,310

 

(6,924,689

)

39,222,358

 

 

F-21


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

3.                   Accumulated amortization as of September 30, 2019 is as follows:

 

 

 

Amortization

 

Class

 

Accumulated
as of
beginning of
year

 

Of the period

 

Foreign
currency
translation

 

Accumulated
as of the end
of period

 

Crop nutrition

 

 

 

 

 

 

 

 

 

Microbiological products

 

1,059,083

 

110,246

 

(199,810

)

969,519

 

Other intangible assets

 

 

 

 

 

 

 

 

 

Trademarks and patents

 

1,747,174

 

134,099

 

(298,900

)

1,582,373

 

Software

 

1,154,617

 

93,966

 

(197,135

)

1,051,448

 

Customer loyalty

 

2,271,437

 

174,338

 

(388,589

)

2,057,186

 

Total

 

6,232,311

 

512,649

 

(1,084,434

)

5,660,526

 

 

4.                   Gross carrying amount as of September 30, 2018 is as follows:

 

 

 

Gross carrying amount

 

Class

 

As of the
beginning of
period

 

Adjustments
of opening
net book
amount for
application
of IAS 29

 

Additions

 

Foreign
currency
translation

 

As of the
end of
period

 

Seed and integrated products

 

 

 

 

 

 

 

 

 

 

 

Soybean HB4

 

4,927,853

 

 

230,852

 

 

5,158,705

 

Crop nutrition

 

 

 

 

 

 

 

 

 

 

 

Microbiological products

 

2,505,864

 

192,658

 

52,900

 

(668,350

)

2,083,072

 

Other intangible assets

 

 

 

 

 

 

 

 

 

 

 

Trademarks and patents

 

6,278,706

 

3,005,387

 

 

(1,884,375

)

7,399,718

 

Software

 

1,444,603

 

1,484,407

 

 

(832,444

)

2,096,566

 

Customer loyalty

 

13,998,289

 

6,700,470

 

 

(4,201,187

)

16,497,572

 

Total

 

29,155,315

 

11,382,922

 

283,752

 

(7,586,356

)

33,235,633

 

 

F-22


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

5.                   Accumulated amortization as of September 30, 2018 is as follows:

 

 

 

Amortization

 

Class

 

Accumulated
as of
beginning of
period

 

Adjustments
of opening
net book
amount for
application
of IAS 29

 

Of the period

 

Foreign
currency
translation

 

Accumulated
as of the end
of period

 

Crop nutrition

 

 

 

 

 

 

 

 

 

 

 

Microbiological products

 

383,380

 

245,725

 

64,518

 

(160,958

)

532,665

 

Other intangible assets

 

 

 

 

 

 

 

 

 

 

 

Trademarks and patents

 

704,024

 

336,989

 

122,018

 

(211,292

)

951,739

 

Software

 

495,293

 

278,679

 

72,705

 

(206,370

)

640,307

 

Customer loyalty

 

915,273

 

438,107

 

158,630

 

(274,691

)

1,237,319

 

Total

 

2,497,970

 

1,299,500

 

417,871

 

(853,311

)

3,362,030

 

 

The amortization charge is included in Notes 6.3 and 6.4.

 

5.8.         Goodwill

 

The variations in goodwill occurred during the period corresponds to the result of inflation adjustment and conversion to presentation currency. There have not been goodwill impairment indicators.

 

Carrying amount of goodwill as of September 30, 2019 and June 30, 2019 is as follows:

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Rizobacter

 

19,355,824

 

23,484,761

 

Semya

 

5,238,758

 

6,319,954

 

 

 

24,594,582

 

29,804,715

 

 

5.9.         Right-of-use leased assets

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Right-of-use leased asset

 

951,342

 

 

 

 

951,342

 

 

 

F-23


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

5.10.  Trade and other payables

 

 

 

09/30/2019

 

06/30/2019

 

Current

 

 

 

 

 

Trade creditors

 

40,107,786

 

30,489,072

 

Shareholders and other related parties (Note 13)

 

2,259,471

 

1,796,932

 

Trade creditors - Parent company (Note 13)

 

57,427

 

1,568,036

 

Trade creditors - Joint ventures and associates (Note 13)

 

10,297,315

 

4,805,149

 

Taxes

 

1,267,554

 

1,475,410

 

Consideration payment Semya acquisition (Note 13)

 

122,950

 

122,950

 

Miscellaneous

 

537,669

 

320,945

 

 

 

54,650,172

 

40,578,494

 

 

 

 

 

 

 

 

 

09/30/2019

 

06/30/2019

 

Non-current

 

 

 

 

 

Consideration payment Semya acquisition (Note 13)

 

452,654

 

452,654

 

 

 

452,654

 

452,654

 

 

5.11.  Borrowings

 

 

 

09/30/2019

 

06/30/2019

 

Current

 

 

 

 

 

Bank overdrafts

 

2,334,394

 

 

Bank borrowings

 

43,760,825

 

46,467,308

 

Corporate bonds

 

8,851,185

 

8,416,768

 

Discount checks

 

3,701,727

 

5,807,303

 

Net loans payables-Parents companies and related parties to Parents (Note 13)

 

6,200,999

 

5,399,883

 

Finance lease

 

 

385,947

 

 

 

64,849,130

 

66,477,209

 

Non-current

 

 

 

 

 

Bank borrowings

 

12,538,549

 

16,239,743

 

Corporate bonds

 

8,013,915

 

8,018,884

 

Net loans payables-Parents companies and related parties to Parents (Note 13)

 

12,000,000

 

12,358,024

 

Finance lease

 

 

462,870

 

 

 

32,552,464

 

37,079,521

 

 

The carrying value of some borrowings as of September 30, 2019 measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.

 

F-24


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

 

 

09/30/2019

 

 

 

Amortized cost

 

Fair value

 

Current

 

 

 

 

 

Bank borrowings

 

43,760,825

 

43,598,534

 

Discount checks

 

3,701,727

 

3,117,415

 

Corporate Bonds

 

8,851,185

 

7,831,149

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

Bank borrowings

 

12,538,549

 

11,316,051

 

Corporate Bonds

 

8,013,915

 

7,229,229

 

 

The Group has met the capital and interest installments whose maturity was effective in the three-month period ended September 30, 2019. Covenant compliance is required to be measured annually.

 

On October 7, 2019, the Group made the payment of the first installment of the corporate bonds.

 

On October 15, 2019, the Company entered into a loan agreement with Arvesa Corp. and Bioceres LLC, its controlling shareholder, as lenders. The facility is for an amount of up to US$20 million, of which US$15 million has been drawdown as of the date of this report. Drawdown capital and capitalized interest are due after 24 months of the date of the loan agreement. Cash interest will be paid quarterly at a 15% rate. The portion of the loan funded by Arvesa is guaranteed by Bioceres S.A. and Bioceres LLC.

 

Net loans payables-Parents companies and related parties to Parents

 

Financial assets (other receivables from the controlling entities (“Parents”) and related parties to Parents) and liabilities (loans payable to Parents companies) are offset and the net amount is reported in the Statement of Financial Position where the Company currently has a legally enforceable right to offset the recognized amounts, and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

 

The following table presents the recognized financial instruments that are offset:

 

Parents companies and related
parties to Parents

 

Gross amounts

 

Gross amounts set
off in the Statement
of Financial Position

 

Net amounts
presented in the
Statement of
Financial Position

 

Current other receivables

 

16,456,681

 

(16,456,681

)

 

Total current assets

 

16,456,681

 

(16,456,681

)

 

Current borrowings

 

(22,657,680

)

16,456,681

 

(6,200,999

)

Total current liabilities

 

(22,657,680

)

16,456,681

 

(6,200,999

)

Non-current borrowings

 

(12,000,000

)

 

(12,000,000

)

Total non-current liabilities

 

(12,000,000

)

 

(12,000,000

)

 

F-25


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

5.12.  Employee benefits and social security

 

 

 

09/30/2019

 

06/30/2019

 

Current

 

 

 

 

 

Salaries and social security

 

983,163

 

1,563,581

 

Staff incentives and vacations

 

2,373,080

 

1,481,384

 

Key management personnel (Note 13)

 

2,202,554

 

2,312,253

 

 

 

5,558,797

 

5,357,218

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

Key management personnel (Note 13)

 

133,561

 

 

 

 

133,561

 

 

 

5.13.  Deferred revenue and advances from customers

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Advances from customers

 

7,123,328

 

1,074,463

 

 

 

7,123,328

 

1,074,463

 

 

5.14.  Financed payment- Acquisition of business

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Financed payment to sellers

 

2,925,593

 

2,826,611

 

 

 

2,925,593

 

2,826,611

 

 

In October 2019, the remaining installment was paid, thus there is not outstanding debt from financed payment to sellers of Rizobacter.

 

5.15.  Lease liabilities

 

 

 

09/30/2019

 

06/30/2019

 

Current

 

 

 

 

 

Lease liability

 

729,356

 

 

 

 

729,356

 

 

Non-current

 

 

 

 

 

Lease liability

 

536,854

 

 

 

 

536,854

 

 

 

F-26


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

5.16.  Provisions

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Provisions for contingencies

 

307,394

 

439,740

 

 

 

307,394

 

439,740

 

 

There are not expected reimbursements related to the provisions.

 

5.17.  Private warrants

 

 

 

09/30/2019

 

06/30/2019

 

 

 

 

 

 

 

Private warrants

 

4,592,031

 

2,861,511

 

 

 

4,592,031

 

2,861,511

 

 

As of June 30, 2019, the fair value of the private warrants using a share price of $5.30 and risk-free rate of 1.7631%, decreased to $2.8 million and the Group recognized a finance gain of $0.6 million.

 

As of September 30, 2019, the fair value of the private warrants using a share price of $6.45 and risk-free rate of 1.55%, increased to $4.6 million and the Group recognized a finance loss of $1.7 million.

 

6.                   INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

6.1.         Revenues

 

 

 

09/30/2019

 

09/30/2018

 

 

 

 

 

 

 

Sale of goods and services

 

35,315,885

 

29,280,109

 

Royalties

 

913,935

 

325,636

 

 

 

36,229,820

 

29,605,745

 

 

Transactions of sales of goods and services with joint ventures, shareholders and other related parties are reported in Note 13.

 

F-27


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

6.2.         Cost of sales

 

Item

 

09/30/2019

 

09/30/2018

 

Inventories as of the beginning of the period

 

27,592,582

 

19,366,001

 

Adjustment of opening net book amount for the application of IAS 29

 

 

4,273,416

 

Purchases of the period

 

29,556,840

 

20,950,020

 

Production costs

 

3,205,416

 

2,094,206

 

Foreign currency translation

 

(4,757,391

)

(7,094,698

)

Subtotal

 

55,597,447

 

39,588,945

 

Inventories as of the end of the period

 

(35,252,373

)

(25,089,935

)

Cost of sales

 

20,345,074

 

14,499,010

 

 

6.3.         R&D classified by nature

 

Item

 

Research and
development
expenses
09/30/2019

 

Research and
development
expenses
09/30/2018

 

Amortization intangible assets

 

244,345

 

212,895

 

Import and export expenses

 

2,028

 

2,230

 

Depreciation property, plant and equipment

 

41,396

 

40,326

 

Employee benefits and social securities

 

320,419

 

387,965

 

Taxes

 

200

 

1,139

 

Maintenance

 

6,337

 

6,076

 

Energy and fuel

 

19,260

 

15,375

 

Supplies and materials

 

154,792

 

341,186

 

Mobility and travel

 

18,112

 

9,806

 

Stock options-based incentive

 

 

3,804

 

Professional fees and outsourced services

 

5,595

 

16,456

 

Professional fees related parties

 

381,453

 

 

Office supplies

 

3,451

 

7,163

 

Insurance

 

883

 

1,583

 

Depreciation of leased assets

 

2,909

 

 

Miscellaneous

 

2,559

 

2,488

 

Total

 

1,203,739

 

1,048,492

 

 

 

 

09/30/2019

 

09/30/2018

 

 

 

 

 

 

 

R&D Capitalized (Note 5.7)

 

284,063

 

283,752

 

R&D profit and loss

 

1,203,739

 

1,048,492

 

Total

 

1,487,802

 

1,332,244

 

% of total revenue

 

1.84

%

4.50

%

 

F-28


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

6.4.         Expenses classified by nature and function

 

Item

 

Production
costs

 

Selling,
general and
administrative
expenses

 

Total
09/30/2019

 

Amortization intangible assets

 

 

268,304

 

268,304

 

Analysis and storage

 

4,998

 

404

 

5,402

 

Commissions and royalties

 

484,687

 

141,735

 

626,422

 

Bank expenses and commissions

 

 

4,623

 

4,623

 

Import and export expenses

 

47,235

 

290,014

 

337,249

 

Depreciation property, plant and equipment

 

296,024

 

182,986

 

479,010

 

Depreciation of leased assets

 

82,425

 

37,732

 

120,157

 

Impairment of receivables

 

 

247,027

 

247,027

 

Freight and haulage

 

160,505

 

713,048

 

873,553

 

Employee benefits and social securities

 

1,267,948

 

3,128,384

 

4,396,332

 

Maintenance

 

83,000

 

139,664

 

222,664

 

Energy and fuel

 

113,685

 

20,397

 

134,082

 

Supplies and materials

 

90,416

 

79,230

 

169,646

 

Mobility and travel

 

8,652

 

433,134

 

441,786

 

Publicity and advertising

 

 

336,481

 

336,481

 

Share-based incentives

 

66,475

 

731,230

 

797,705

 

Professional fees and outsourced services

 

229,187

 

490,761

 

719,948

 

Professional fees related parties

 

 

22,022

 

22,022

 

Office supplies

 

16,255

 

83,599

 

99,854

 

Insurance

 

24,027

 

177,877

 

201,904

 

Information Technology expense

 

 

188,496

 

188,496

 

Obsolescence

 

212,499

 

 

212,499

 

Taxes

 

11,570

 

914,381

 

925,951

 

Miscellaneous

 

5,828

 

53,382

 

59,210

 

Total

 

3,205,416

 

8,684,911

 

11,890,327

 

 

F-29


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

Item

 

Production
costs

 

Selling,
general and
administrative
expenses

 

Total
09/30/2018

 

Amortization intangible assets

 

 

204,976

 

204,976

 

Analysis and storage

 

125,659

 

40,439

 

166,098

 

Commissions and royalties

 

298,478

 

50,462

 

348,940

 

Bank expenses and commissions

 

 

6,444

 

6,444

 

Import and export expenses

 

9,566

 

245,859

 

255,425

 

Depreciation property, plant and equipment

 

245,762

 

118,196

 

363,958

 

Impairment of receivables

 

 

(9,067

)

(9,067

)

Freight and haulage

 

25,448

 

334,319

 

359,767

 

Employee benefits and social securities

 

890,475

 

2,741,959

 

3,632,434

 

Maintenance

 

78,896

 

60,533

 

139,429

 

Energy and fuel

 

74,815

 

117,615

 

192,430

 

Supplies and materials

 

56,927

 

49,352

 

106,279

 

Mobility and travel

 

7,570

 

281,930

 

289,500

 

Publicity and advertising

 

 

296,226

 

296,226

 

Contingencies

 

 

(5,047

)

(5,047

)

Professional fees and outsourced services

 

 

333,472

 

333,472

 

Professional fees related parties

 

 

122,764

 

122,764

 

Office supplies

 

1,672

 

62,023

 

63,695

 

Insurance

 

14,571

 

95,953

 

110,524

 

Information Technology expense

 

 

108,476

 

108,476

 

Obsolescence

 

213,534

 

 

213,534

 

Taxes

 

4,595

 

732,009

 

736,604

 

Miscellaneous

 

46,238

 

91,592

 

137,830

 

Total

 

2,094,206

 

6,080,485

 

8,174,691

 

 

6.5.   Finance results

 

 

 

09/30/2019

 

09/30/2018

 

Finance income

 

 

 

 

 

Interest generated by assets

 

611,709

 

69,439

 

 

 

611,709

 

69,439

 

 

 

 

 

 

 

Finance costs

 

 

 

 

 

Interest generated by liabilities with the parent

 

(775,360

)

(7,054

)

Interest generated by liabilities

 

(4,906,728

)

(4,105,171

)

Financial commissions

 

(251,071

)

(296,405

)

Other financial loss

 

(5,584

)

(693,038

)

 

 

(5,938,743

)

(5,101,668

)

Other finance results

 

 

 

 

 

Exchange differences generated by assets

 

22,298,100

 

17,006,391

 

Exchange differences generated by liabilities

 

(33,810,938

)

(30,067,855

)

Changes in fair value of financial assets or liabilities and other financial results

 

(1,690,845

)

71,276

 

Net gain of inflation effect on monetary items

 

2,133,670

 

4,286,763

 

 

 

(11,070,013

)

(8,703,425

)

 

 

 

 

 

 

Total net finance results

 

(16,397,047

)

(13,735,654

)

 

F-30


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

7.                   LOSS PER SHARE

 

The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:

 

 

 

09/30/2019

 

09/30/2018

 

Numerator

 

 

 

 

 

Loss for the period (basic EPS)

 

(7,050,377

)

(2,618,445

)

Loss for the period (diluted EPS)

 

(7,050,377

)

(2,618,445

)

Denominator

 

 

 

 

 

Weighted average number of shares (basic EPS)

 

36,120,517

 

36,120,517

 

Weighted average number of shares (diluted EPS)

 

36,120,517

 

36,120,517

 

 

 

 

 

 

 

Basic and diluted loss attributable to ordinary equity holders of the parent

 

(0.20

)

(0.07

)

 

The 27,116,174 shares issued to Bioceres LLC in exchange of its Bioceres Inc Crop Business and its equity interest in Bioceres Semillas, together with the 119,443 shared issued to exercise the Bioceres Semillas’ tag along and the 862,500 shares received by Bioceres LLC from the original founders of Union, were considered retrospectively in the EPS calculations. The denominators used in the EPS calculation assume those events have occurred at the beginning of the earliest period presented.

 

Warrants outstanding were not included in the EPS calculations for the three-month period ended September 30, 2019 and 2018 because they were anti-dilutive securities in those periods.

 

There are neither ordinary shares transactions nor potential ordinary shares transactions that have occurred after September 30, 2019 that would have changed significantly the number of ordinary shares or potential ordinary shares outstanding at the end of the reporting period.

 

8.                   INFORMATION ABOUT UNAUDITED INTERIM CONDENSED CONSOLIDATED COMPONENTS OF EQUITY

 

8.1.         Parent company investment

 

The Group has recognized the contribution of assets and (liabilities) made by the shareholders into the Company, until the merger was consummated, as share premium decrease as follows:

 

 

 

09/30/2019

 

09/30/2018

 

 

 

 

 

 

 

Intangible contributed

 

 

230,853

 

Incorporation of financial debt(*)

 

 

(8,144,018

)

 

 

 

(7,913,165

)

 


(*) Financial debt taken by the Group in connect with Rizobacter acquisition

 

F-31


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

8.2.   Share capital

 

The 27,116,174 shares issued to Bioceres LLC in exchange of its Bioceres Inc Crop Business and its equity interest in Bioceres Semillas, together with the 119,443 shares issued to exercise the Bioceres Semillas’ tag-along and the 862,500 shares received by Bioceres LLC from the original founders of Union, were considered retrospectively in issued capital based on the assumption of those events have occurred at the beginning of the earliest period presented.

 

8.3.         Shares summary

 

As of the date of this financial statement, we had (i) 100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 36,120,517 ordinary shares issued and outstanding, (iii) 1,000,000 preference shares ($0.0001 par value) authorized, (iv) no preference shares issued and outstanding, (v) 12,700,000 private placement warrants outstanding (5,200,000 of which were issued in connection with Union’s IPO and 7,500,000 of which were issued in connection with the merger) classified as liability (Note 5.17) and (vi) 11,500,000 public warrants outstanding. Public warrants were classified as equity and its consideration was included in the “Share Premium” column.

 

Holders of the ordinary shares are entitled to one vote for each ordinary share.

 

8.4.         Non-controlling interests

 

There were no dividends paid to non-controlling interest in the period ended September 30, 2019 and 2018.

 

9.                   CASH FLOW INFORMATION

 

Significant non-cash transactions related to investment and financing activities are as follows:

 

 

 

09/30/2019

 

09/30/2018

 

Investment activities

 

 

 

 

 

Investment in kind in other related parties (Note 13)

 

280,742

 

 

Right-of-use leased asset

 

175,563

 

 

Non-monetary contributions in joint ventures (Note 10)

 

 

122,160

 

 

 

456,305

 

122,160

 

 

 

 

 

 

 

 

 

09/30/2019

 

09/30/2018

 

Financing activities

 

 

 

 

 

Parent company investment

 

 

(7,913,165

)

 

 

 

(7,913,165

)

 

10.            JOINT VENTURES AND ASSOCIATES

 

 

 

09/30/2019

 

06/30/2019

 

Liabilities

 

 

 

 

 

Trigall Genetics S.A.

 

2,247,634

 

1,970,903

 

 

 

2,247,634

 

1,970,903

 

 

F-32


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

 

 

09/30/2019

 

06/30/2019

 

Assets

 

 

 

 

 

Synertech Industrias S.A.

 

21,853,532

 

25,297,376

 

Indrasa Biotecnología S.A.

 

28,325

 

23,652

 

 

 

21,881,857

 

25,321,028

 

 

Changes in joint ventures and associates’ investments:

 

 

 

09/30/2019

 

09/30/2018

 

 

 

 

 

 

 

As of the beginning of the period

 

23,350,125

 

17,059,757

 

Adjustment of opening net book amount for the application of IAS 29

 

 

8,206,634

 

Monetary contributions

 

 

116,230

 

Non-monetary contributions

 

 

122,160

 

Loss of control of Indrasa Biotecnología S.A.

 

 

10,591

 

Revaluation of property, plant and equipment

 

561,721

 

562,268

 

Foreign currency translation

 

(4,335,170

)

(5,734,527

)

Share of profit or loss

 

57,547

 

80,156

 

As of the end of the period

 

19,634,223

 

20,423,269

 

 

Share of profit or loss of joint ventures and associates:

 

 

 

09/30/2019

 

09/30/2018

 

 

 

 

 

 

 

Trigall Genetics S.A.

 

(276,731

)

(74,079

)

Semya S.A.

 

 

(27,083

)

Synertech Industrias S.A.

 

325,509

 

174,251

 

Indrasa Biotecnología S.A.

 

8,769

 

7,067

 

 

 

57,547

 

80,156

 

 

11.            SEGMENT INFORMATION

 

The following tables present information with respect to the Group´s reporting segments:

 

Period ended September 30, 2019

 

Seed and
integrated
products

 

Crop
protection

 

Crop
nutrition

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Sale of goods and services

 

4,593,675

 

17,953,168

 

12,769,042

 

35,315,885

 

Royalties

 

913,935

 

 

 

913,935

 

Others

 

 

 

 

 

 

 

 

 

Government grants

 

21,838

 

 

 

21,838

 

Total revenues

 

5,529,448

 

17,953,168

 

12,769,042

 

36,251,658

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

(2,624,920

)

(10,205,476

)

(7,514,678

)

(20,345,074

)

Gross margin per segment

 

2,904,528

 

7,747,692

 

5,254,364

 

15,906,584

 

%

 

53

%

43

%

41

%

44

%

 

F-33


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

Period ended September 30, 2018

 

Seed and
integrated
products

 

Crop
protection

 

Crop
nutrition

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Sale of goods and services

 

6,205,533

 

14,673,792

 

8,400,784

 

29,280,109

 

Royalties

 

325,636

 

 

 

 

 

325,636

 

Others

 

 

 

 

 

 

 

 

 

Government grants

 

6,479

 

 

 

 

 

6,479

 

Total revenues

 

6,537,648

 

14,673,792

 

8,400,784

 

29,612,224

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

(2,190,036

)

(7,349,496

)

(4,959,478

)

(14,499,010

)

Gross margin per segment

 

4,347,612

 

7,324,296

 

3,441,306

 

15,113,214

 

%

 

67

%

50

%

41

%

51

%

 

12.            FINANCIAL INSTRUMENTS — RISK MANAGEMENT

 

The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of September 30, 2019 and June 30, 2019.

 

 

 

Amortized cost

 

Mandatorily measured at fair
value through profit or loss

 

Financial asset

 

09/30/2019

 

06/30/2019

 

09/30/2019

 

06/30/2019

 

Cash and cash equivalents

 

5,496,780

 

3,450,873

 

 

 

Other financial assets

 

4,646,624

 

4,703,688

 

521,292

 

356,233

 

Trade receivables

 

57,647,983

 

59,236,377

 

 

 

Other receivables(*)

 

1,380,120

 

1,566,732

 

 

 

Total

 

69,171,507

 

68,957,670

 

521,292

 

356,233

 

 


(*) Advances expenses and tax balances are not included.

 

 

 

Amortized cost

 

Mandatorily measured at fair
value through profit or loss

 

Financial liability

 

09/30/2019

 

06/30/2019

 

09/30/2019

 

06/30/2019

 

Trade Payables and other payables

 

55,102,826

 

41,031,148

 

 

 

Borrowings

 

97,401,594

 

103,556,730

 

 

 

Employee benefits and social security

 

5,692,358

 

5,357,218

 

 

 

Financed payment - Acquisition of business

 

2,925,593

 

2,826,611

 

 

 

Warrants

 

 

 

4,592,031

 

2,861,511

 

Total

 

161,122,371

 

152,771,707

 

4,592,031

 

2,861,511

 

 

F-34


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

Financial instruments measured at fair value

 

Measurement at fair value at 09/30/2019

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

Financial assets at fair value

 

 

 

 

 

 

 

Other financial assets

 

521,292

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities valued at fair value

 

 

 

 

 

 

 

Private warrants

 

 

 

4,592,031

 

 

 

 

 

 

 

 

 

Measurement at fair value at 06/30/2019

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

Financial assets at fair value

 

 

 

 

 

 

 

Other financial assets

 

356,233

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities valued at fair value

 

 

 

 

 

 

 

Private warrants

 

 

 

2,861,511

 

 

Estimation of fair value

 

The fair value of marketable securities is calculated using the market approach using quoted prices in active markets for identical assets. The quoted marked price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

 

The Group’s financial liabilities, which were not traded in an active market were determined using valuation techniques that maximize the use of available market information, and thus rely as little as possible on specific estimates of the entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instruments are included in level 2.

 

If one or more of the significant inputs is not based on observable market data, the instruments are included in level 3.

 

The model and inputs used to value the Private warrants at its fair value is mentioned in Note 5.17. The sensitivity analysis was based on a 5% change in the volatility of instrument. These change in isolation would have increased / decreased the amount of the financial liability by $2.6 million and $0.9 million if the volatility was 37% or 27%, respectively.

 

The Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer.

 

There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.

 

Financial instruments not measured at fair value

 

The financial instruments not measured at fair value include cash and cash equivalents, trade accounts receivable, other accounts receivable, certain other financial assets, trade payables and other payables, borrowings, employee benefits and social security and financed payments.

 

The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 5.11).

 

F-35


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

13.            SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS

 

During the period ended September 30, 2019 and 2018 the transactions between the Group and related parties, and the related balances owed by and to them, are as follows:

 

 

 

 

 

Amount of the transactions of the
period ended

 

Party

 

Transaction type

 

09/30/2019

 

09/30/2018

 

Joint ventures and associates

 

Sales and services

 

1,756,979

 

33,304

 

Joint ventures and associates

 

Purchases of goods and services

 

(6,153,969

)

(4,075,892

)

Joint ventures and associates

 

Equity contributions

 

 

238,390

 

Joint ventures and associates

 

Net loans granted / (cancelled)

 

95,882

 

 

Key management personnel

 

Salaries, social security benefits and other benefits

 

(1,270,043

)

(595,921

)

Key management personnel

 

Interest gain

 

11,084

 

 

Shareholders and other related parties

 

Sales of goods and services

 

144,210

 

166,551

 

Shareholders and other related parties

 

Purchases of goods and services

 

(153,693

)

(172,285

)

Shareholders and other related parties

 

In-kind contributions

 

280,742

 

 

Parent company

 

Interest gain/(lost)

 

316,928

 

(7,054

)

Parent company

 

Purchases of goods and services

 

(88

)

(22,140

)

Total

 

 

 

(4,971,968

)

(4,435,047

)

 

 

 

 

 

Amounts receivable from related
parties

 

Party

 

Transaction type

 

09/30/2019

 

06/30/2019

 

Parent company

 

Trade debtors

 

439,219

 

440,268

 

Shareholders and other related parties

 

Trade receivables

 

497,062

 

467,743

 

Shareholders and other related parties

 

Allowance for impairment

 

(31,036

)

(75,596

)

Other receivables - Other related parties

 

Other receivables

 

2,617

 

10,971

 

Joint ventures and associates

 

Trade debtors

 

685,579

 

2,369

 

Joint ventures and associates

 

Other receivables

 

251,061

 

250,783

 

Total

 

 

 

1,844,502

 

1,096,538

 

 

F-36


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

 

 

 

 

Amounts payable to related
parties

 

Party

 

Transaction type

 

09/30/2019

 

06/30/2019

 

Parent company

 

Trade creditors

 

(57,427

)

(1,568,036

)

Parents companies and related parties to Parents

 

Net loans payables

 

(18,200,999

)

(17,757,907

)

Parent company

 

Consideration payment Semya acquisition

 

(575,604

)

(575,604

)

Key management personnel

 

Salaries, social security benefits and other benefits

 

(1,147,121

)

(2,312,253

)

Shareholders and other related parties

 

Trade and other payables

 

(2,259,471

)

(1,796,932

)

Joint ventures and associates

 

Trade and other payables

 

(10,297,315

)

(4,805,149

)

Total

 

 

 

(32,537,937

)

(28,815,881

)

 

14.            KEY MANAGEMENT PERSONNEL COMPENSATION

 

The compensation of directors and other members of key management personnel, including social contributions and other benefits, was as follows for the period ended September 30, 2019 and 2018.

 

 

 

09/30/2019

 

09/30/2018

 

 

 

 

 

 

 

Salaries, social security and other benefits

 

1,270,043

 

595,921

 

Total

 

1,270,043

 

595,921

 

 

15.            SHARE-BASED PAYMENTS

 

On August 7, 2019, pursuant to the listing of Bioceres Crop Solutions Corp. on the NYSE American, the Board of Directors of Bioceres S.A., approved the cancellation of the stock grant incentive plan of Bioceres S.A. for Rizobacter Senior Management. At the same date, the Board of Directors of Bioceres S.A. approved the issuance of 36,000 ordinary shares to each of the members of the Rizobacter Senior Management team. An expense was recorded for the fair value of shares received.

 

The shares issued by Bioceres S.A. were valued at measurement date at $5.53 per share as described in Note 2.6.

 

16.            LEASES

 

As mentioned in Note 3, the Group began applying IFRS 16 and recognized the cumulative initial effect as an adjustment to the opening equity at the date of initial application. The comparative information was not restated.

 

The Group recognized a right-of-use asset and a lease liability.

 

The right-of-use asset was initially measured at the amount of the lease liability plus initial direct costs incurred adjusted from pre-payments made related to the lease. The right-of-use asset was measured at cost less accumulated depreciation and accumulated impairment

 

F-37


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

The lease liability was initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate could not be readily determined, the Group use its incremental borrowing rate. The lease liability is subsequently remeasured to reflect changes. This remeasurements are treated as adjustments to the right-of-use asset.

 

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: (i) the use of a single discount rate to a portfolio of leases with reasonably similar characteristics, (ii) reliance on previous assessments on whether leases are onerous, (iii) the accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-term leases, (iv) the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and (v) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

 

The information about the right of use and liabilities related with lease assets, are as follows:

 

Right-of-use leased asset

 

09/30/2019

 

Cost

 

 

 

Book value at the beginning of the period

 

 

Additions for initial application of IFRS 16

 

1,767,149

 

Book value at the end of the period

 

1,767,149

 

 

 

 

 

Depreciation

 

 

 

Accumulated depreciation at the beginning of the period

 

692,741

 

Depreciation of the period

 

123,066

 

Accumulated depreciation at the end of the period

 

815,807

 

Total

 

951,342

 

 

Lease liability

 

09/30/2019

 

Book value at the beginning of the period

 

 

Additions for initial application of IFRS 16

 

1,767,149

 

Interest expenses, exchange differences and inflation effects

 

(377,446

)

Payments of the period

 

(123,493

)

Total

 

1,266,210

 

 

Lease Liabilities

 

09/30/2019

 

Non-current

 

536,854

 

Current

 

729,356

 

Total

 

1,266,210

 

 

17.            CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

 

In order to guarantee the obligations assumed on the Syndicated loan (incorporated in Bank borrowings in Note 5.11), Rizobacter signed and granted a pledge of a fixed term certificate constituted on September 11, 2017, and extended on September 9, 2019 for $4.3 million disclosed as “Restricted short-term deposit” in “Other financials assets” (Note 5.2).

 

As of September 30, 2019, Rizobacter had $2.7 million of debt secured by checks from customers.

 

F-38


 

BIOCERES CROP SOLUTIONS CORP.

 

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in US Dollars, except otherwise indicated)

 

There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosed made in the Consolidated financial statement as of June 30, 2019.

 

18.            EVENTS OCCURRING AFTER THE REPORTING PERIOD

 

Subsequent to September 30, 2019, there have been no other situations or circumstances that may require significant adjustments or further disclosure in these Unaudited interim condensed consolidated financial statements that were not mentioned above.

 

F-39