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
For the month of February 2021
Commission File Number: 001-38836
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 ¨
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): ¨
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): ¨
EXPLANATORY NOTE
This Form 6-K is incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-249770), and the following exhibits are filed as part of this Form 6-K:
Exhibit List
Exhibit No. |
Description |
|
99.1 | Bioceres Crop Solutions Corp. unaudited interim condensed consolidated financial statements as of December 31, 2020, June 30, 2020 and for the six-month periods ended December 31, 2020 and 2019. | |
101.INS | XBRL Instance Document. | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
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: February 26, 2021 | By: | By: | /s/ Federico Trucco |
Name: | Federico Trucco | ||
Title: | Chief Executive Officer |
Exhibit 99.1
BIOCERES CROP SOLUTIONS CORP.
Unaudited interim condensed
consolidated financial
|
BIOCERES CROP SOLUTIONS CORP.
INDEX
Unaudited interim condensed consolidated financial statements as of December 31, 2020, June 30, 2020 and for the six-month periods ended December 31, 2020 and 2019. | |
Unaudited interim condensed consolidated statements of financial position as of December 31, 2020 and June 30, 2020 | F-3 |
Unaudited interim condensed consolidated statements of comprehensive income for the three-month and six-month periods ended December 31, 2020 and 2019 | F-5 |
Unaudited interim condensed consolidated statements of changes in equity for the six-month periods ended December 31, 2020 and 2019 | F-7 |
Unaudited interim condensed consolidated statements of cash flows for the six-month periods ended December 31, 2020 and 2019 | F-9 |
Notes to the unaudited interim condensed consolidated financial statements | F-13 |
F-2
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENTS OF
FINANCIAL POSITION
As of December 31, 2020, and June 30, 2020
(Amounts in US Dollars)
Notes | 12/31/2020 | 06/30/2020 | ||||||||||
ASSETS | ||||||||||||
CURRENT ASSETS | ||||||||||||
Cash and cash equivalents | 6.1 | 19,130,206 | 27,159,421 | |||||||||
Other financial assets | 6.2 | 16,930,214 | 28,799,833 | |||||||||
Trade receivables | 6.3 | 84,653,104 | 73,546,633 | |||||||||
Other receivables | 6.4 | 7,789,873 | 4,770,672 | |||||||||
Income and minimum presumed income taxes recoverable | 152,222 | 112,220 | ||||||||||
Inventories | 6.5 | 41,655,409 | 29,338,548 | |||||||||
Biological assets | 6.6 | 10,554,349 | 965,728 | |||||||||
Other assets | 6.7 | 5,000,000 | - | |||||||||
Total current assets | 185,865,377 | 164,693,055 | ||||||||||
NON-CURRENT ASSETS | ||||||||||||
Other financial assets | 6.2 | 330,679 | 322,703 | |||||||||
Trade receivables | 6.3 | 292,067 | - | |||||||||
Other receivables | 6.4 | 1,906,162 | 1,703,573 | |||||||||
Income and minimum presumed income taxes recoverable | 8,639 | 6,029 | ||||||||||
Deferred tax assets | 3,326,649 | 2,693,195 | ||||||||||
Investments in joint ventures and associates | 12 | 25,095,260 | 24,652,792 | |||||||||
Property, plant and equipment | 6.8 | 41,868,162 | 41,515,106 | |||||||||
Investment properties | 6.9 | 2,499,206 | - | |||||||||
Intangible assets | 6.10 | 57,781,483 | 35,333,464 | |||||||||
Goodwill | 6.11 | 25,612,752 | 25,526,855 | |||||||||
Right of use asset | 18 | 1,147,525 | 1,114,597 | |||||||||
Total non-current assets | 159,868,584 | 132,868,314 | ||||||||||
Total assets | 345,733,961 | 297,561,369 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-3
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENTS OF
FINANCIAL POSITION
As of December 31, 2020, and June 30, 2020
(Amounts in US Dollars)
LIABILITIES | Notes | 12/31/2020 | 06/30/2020 | |||||||||
CURRENT LIABILITIES | ||||||||||||
Trade and other payables | 6.12 | 62,481,922 | 57,289,862 | |||||||||
Borrowings | 6.13 | 89,505,969 | 63,721,735 | |||||||||
Employee benefits and social security | 6.14 | 4,103,906 | 4,510,592 | |||||||||
Deferred revenue and advances from customers | 1,190,698 | 2,865,437 | ||||||||||
Income tax payable | 6,518,819 | 1,556,715 | ||||||||||
Government grants | 1,955 | 1,270 | ||||||||||
Consideration for acquisition of assets | 6.16 | 800,000 | - | |||||||||
Lease liabilities | 18 | 547,193 | 665,098 | |||||||||
Total current liabilities | 165,150,462 | 130,610,709 | ||||||||||
NON-CURRENT LIABILITIES | ||||||||||||
Trade and other payables | 6.12 | 771,658 | 452,654 | |||||||||
Borrowings | 6.13 | 29,324,238 | 41,226,610 | |||||||||
Employee benefits and social security | 6.14 | - | 534,038 | |||||||||
Government grants | - | 2,335 | ||||||||||
Joint ventures and associates | 12 | 1,647,109 | 1,548,829 | |||||||||
Deferred tax liabilities | 16,726,267 | 16,858,125 | ||||||||||
Provisions | 398,431 | 417,396 | ||||||||||
Consideration for acquisition of assets | 6.16 | 7,637,972 | - | |||||||||
Private warrants | 6.15 | - | 1,686,643 | |||||||||
Convertible notes | 45,788,217 | 43,029,834 | ||||||||||
Lease liabilities | 18 | 438,875 | 444,714 | |||||||||
Total non-current liabilities | 102,732,767 | 106,201,178 | ||||||||||
Total liabilities | 267,883,229 | 236,811,887 | ||||||||||
EQUITY | ||||||||||||
Equity attributable to owners of the parent | 61,267,551 | 46,179,395 | ||||||||||
Non-controlling interests | 16,583,181 | 14,570,087 | ||||||||||
Total equity | 77,850,732 | 60,749,482 | ||||||||||
Total equity and liabilities | 345,733,961 | 297,561,369 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-4
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENTS OF
COMPREHENSIVE INCOME
For the three-month and six-month periods ended December 31, 2020 and 2019
(Amounts in US Dollars)
Three-month period ended | Six-month period ended | |||||||||||||||||||
Notes | 12/31/2020 | 12/31/2019 | 12/31/2020 | 12/31/2019 | ||||||||||||||||
Revenues from contracts with customers | 7.1 | 48,003,308 | 62,272,547 | 90,108,598 | 98,502,367 | |||||||||||||||
Government grants | 556 | 2,398 | 1,160 | 24,236 | ||||||||||||||||
Initial recognition and changes in the fair value of biological assets | 734,826 | 719,343 | 984,193 | 719,343 | ||||||||||||||||
Total | 48,738,690 | 62,994,288 | 91,093,951 | 99,245,946 | ||||||||||||||||
Cost of sales | 7.2 | (25,073,842 | ) | (32,962,728 | ) | (48,186,484 | ) | (53,307,802 | ) | |||||||||||
Research and development expenses | 7.3 | (1,114,820 | ) | (923,613 | ) | (2,139,032 | ) | (2,127,352 | ) | |||||||||||
Selling, general and administrative expenses | 7.4 | (11,219,716 | ) | (10,497,408 | ) | (21,311,959 | ) | (19,182,319 | ) | |||||||||||
Share of profit or loss of joint ventures and associates | 12 | 65,975 | 1,240,958 | 305,687 | 1,298,505 | |||||||||||||||
Other income or expenses, net | 135,132 | (286,534 | ) | 140,322 | (181,566 | ) | ||||||||||||||
Operating profit | 11,531,419 | 19,564,963 | 19,902,485 | 25,745,412 | ||||||||||||||||
Financial cost | 7.5 | (5,366,130 | ) | (8,904,378 | ) | (10,642,180 | ) | (13,657,473 | ) | |||||||||||
Other financial results | 7.5 | (530,744 | ) | 5,432,749 | (7,990,156 | ) | (6,211,203 | ) | ||||||||||||
Profit before income tax | 5,634,545 | 16,093,334 | 1,270,149 | 5,876,736 | ||||||||||||||||
Income tax | 8 | (3,835,587 | ) | (3,443,508 | ) | (5,841,453 | ) | (1,204,655 | ) | |||||||||||
(Loss) profit for the period | 1,798,958 | 12,649,826 | (4,571,304 | ) | 4,672,081 | |||||||||||||||
(Loss) Profit per share | ||||||||||||||||||||
Basic (loss) profit attributable to ordinary equity holders of the parent (1) | 9 | 0.0171 | 0.3133 | (0.1663 | ) | 0.1181 | ||||||||||||||
Diluted (loss) profit attributable to ordinary equity holders of the parent | 9 | 0.0166 | 0.3133 | (0.1663 | ) | 0.1181 | ||||||||||||||
Weighted average number of shares | ||||||||||||||||||||
Basic (1) | 9 | 38,016,601 | 36,120,517 | 38,016,601 | 36,120,517 | |||||||||||||||
Diluted | 9 | 39,038,280 | 36,120,517 | 38,016,601 | 36,120,517 |
(1) For the six-month periods ended December 31, 2020 and 2019, diluted EPS was the same as basic EPS. See Note 9.
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-5
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three-month and six-month periods ended December 31, 2020 and 2019
(Amounts in US Dollars)
Three-month period ended | Six-month period ended | |||||||||||||||
Notes | 12/31/2020 | 12/31/2019 | 12/31/2020 | 12/31/2019 | ||||||||||||
(Loss) profit for the period | 1,798,958 | 12,649,826 | (4,571,304 | ) | 4,672,081 | |||||||||||
Other comprehensive income (loss) | 658,996 | 5,834,121 | 795,127 | (7,566,525 | ) | |||||||||||
Items that may be subsequently reclassified to profit and loss | 898,436 | 7,397,362 | 912,232 | (10,309,083 | ) | |||||||||||
Exchange differences on translation of foreign operations from joint ventures | 126,434 | 1,646,918 | 49,996 | (2,688,252 | ) | |||||||||||
Exchange differences on translation of foreign operations | 772,002 | 5,750,444 | 862,236 | (7,620,831 | ) | |||||||||||
Items that will not be subsequently reclassified to loss and profit | (239,440 | ) | (1,563,241 | ) | (117,105 | ) | 2,742,558 | |||||||||
Revaluation of property, plant and equipment, net of tax, of Joint ventures and associates (1) | (25,630 | ) | (206,019 | ) | (11,495 | ) | 355,702 | |||||||||
Revaluation of property, plant and equipment, net of tax (2) | (213,810 | ) | (1,357,222 | ) | (105,610 | ) | 2,386,856 | |||||||||
Total comprehensive (loss) profit | 2,457,954 | 18,483,947 | (3,776,177 | ) | (2,894,444 | ) | ||||||||||
Total comprehensive (loss) profit attributable to: | ||||||||||||||||
Equity holders of the parent | 1,244,596 | 16,286,073 | (5,789,271 | ) | (2,427,318 | ) | ||||||||||
Non-controlling interests | 1,213,358 | 2,197,874 | 2,013,094 | (467,126 | ) | |||||||||||
2,457,954 | 18,483,947 | (3,776,177 | ) | (2,894,444 | ) |
(1) The tax effect of the revaluation of property, plant and equipment of joint ventures and associates was $ (3,832) and $177,851 for the six-month periods ended December 31, 2020 and 2019, respectively.
(2) The tax effect of the revaluation of property, plant and equipment was $(48,774) and $795,619 for the six-month periods ended December 31, 2020 and 2019, respectively.
F-6
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the six-month periods ended December 31, 2020 and 2019
(Amounts in US Dollars)
Attributable to the equity holders of the parent | ||||||||||||||||||||||||||||||||||||||||||||||||
Description |
Issued
capital |
Share
premium |
Own
shares trading premium |
Stock
options and share based incentives |
Convertible
instruments |
Cost
of
own shares held |
Retained
deficit |
Foreign
currency translation reserve |
Revaluation
of PP&E and effect of tax rate change |
Equity
attributable to owners of the parent |
Non-
controlling Interests |
Total
equity |
||||||||||||||||||||||||||||||||||||
06/30/2020 | 3,613 | 96,486,865 | - | 3,428,029 | 702,981 | (30,906 | ) | (18,613,112 | ) | (43,198,201 | ) | 7,400,126 | 46,179,395 | 14,570,087 | 60,749,482 | |||||||||||||||||||||||||||||||||
Capitalization of
warrants (Note 6.15) |
260 | 7,765,410 | (916,202 | ) | - | - | - | - | - | - | 6,849,468 | - | 6,849,468 | |||||||||||||||||||||||||||||||||||
Shares issued
(Note 6.7) |
188 | 14,999,812 | - | - | - | - | - | - | - | 15,000,000 | - | 15,000,000 | ||||||||||||||||||||||||||||||||||||
Share-based
incentives |
- | - | - | 636,519 | - | - | - | - | - | 636,519 | - | 636,519 | ||||||||||||||||||||||||||||||||||||
Purchase of own
shares |
- | - | - | - | - | (1,608,560 | ) | - | - | - | (1,608,560 | ) | - | (1,608,560 | ) | |||||||||||||||||||||||||||||||||
(Loss) profit for
the period |
- | - | - | - | - | - | (6,323,365 | ) | - | - | (6,323,365 | ) | 1,752,061 | (4,571,304 | ) | |||||||||||||||||||||||||||||||||
Other
comprehensive income or loss |
- | - | - | - | - | - | - | 627,778 | (93,684 | ) | 534,094 | 261,033 | 795,127 | |||||||||||||||||||||||||||||||||||
12/31/2020 | 4,061 | 119,252,087 | (916,202 | ) | 4,064,548 | 702,981 | (1,639,466 | ) | (24,936,477 | ) | (42,570,423 | ) | 7,306,442 | 61,267,551 | 16,583,181 | 77,850,732 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-7
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the six-month periods ended December 31, 2020 and 2019
(Amounts in US Dollars)
Attributable to the equity holders of the parent | ||||||||||||||||||||||||||||||||||||
Description |
Issued
capital |
Share
premium |
Stock
options and 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 | - | - | 1,867,334 | - | - | - | 1,867,334 | - | 1,867,334 | |||||||||||||||||||||||||||
Profit for the period | - | - | - | 4,264,504 | - | - | 4,264,504 | 407,577 | 4,672,081 | |||||||||||||||||||||||||||
Other comprehensive (loss) /
income |
- | - | - | - | (8,885,868 | ) | 2,194,046 | (6,691,822 | ) | (874,703 | ) | (7,566,525 | ) | |||||||||||||||||||||||
12/31/2019 | 3,613 | 96,486,865 | 1,867,334 | (17,707,783 | ) | (40,365,451 | ) | 6,457,301 | 46,741,879 | 14,325,877 | 61,067,756 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-8
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six-month periods ended December 31, 2020 and 2019
(Amounts in US Dollars)
Notes | 12/31/2020 | 12/31/2019 | ||||||||||
OPERATING ACTIVITIES | ||||||||||||
(Loss) profit for the period | (4,571,304 | ) | 4,672,081 | |||||||||
Adjustments to reconcile profit to net cash flows | ||||||||||||
Income tax | 5,841,453 | 1,204,655 | ||||||||||
Finance results | 18,632,336 | 19,868,676 | ||||||||||
Depreciation of property, plant and equipment | 6.8 | 1,104,537 | 989,524 | |||||||||
Amortization of intangible assets | 6.10 | 1,071,448 | 1,103,069 | |||||||||
Depreciation of leased assets | 18 | 287,484 | 308,030 | |||||||||
Transactional expenses | 1,839,679 | (783,296 | ) | |||||||||
Share-based incentive and stock options | 636,519 | 1,867,334 | ||||||||||
Share of profit or loss of joint ventures and associates | 11 | (305,687 | ) | (1,298,505 | ) | |||||||
Provisions for contingencies | 52,441 | (8,134 | ) | |||||||||
Allowance for impairment of trade debtors | 126,593 | 1,120,787 | ||||||||||
Allowance for obsolescence | 365,458 | 524,264 | ||||||||||
Initial recognition and changes in the fair value of biological assets | (984,193 | ) | (716,741 | ) | ||||||||
Gain or loss on sale of equipment and intangible assets | (7,919 | ) | 63,837 | |||||||||
Working capital adjustments | ||||||||||||
Trade receivables | (25,172,337 | ) | (23,147,172 | ) | ||||||||
Other receivables | (3,457,049 | ) | (2,990,302 | ) | ||||||||
Income and minimum presumed income taxes | 4,560,265 | 2,000,136 | ||||||||||
Inventories | (13,147,532 | ) | (6,235,539 | ) | ||||||||
Trade and other payables | 3,252,321 | 10,642,658 | ||||||||||
Employee benefits and social security | (1,009,417 | ) | (674,056 | ) | ||||||||
Deferred revenue and advances from customers | (1,797,030 | ) | 2,971,835 | |||||||||
Government grants | (1,650 | ) | (4,470 | ) | ||||||||
Interest collected | 1,658,084 | 571,056 | ||||||||||
Inflation effects on working capital adjustments | (12,620,160 | ) | (11,575,594 | ) | ||||||||
Net cash flows (used in)/ generated by operating activities | (23,645,660 | ) | 474,133 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-9
BIOCERES CROP SOLUTIONS CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six-month periods ended December 31, 2020 and 2019
(Amounts in US Dollars)
Notes | 12/31/2020 | 12/31/2019 | ||||||||||
INVESTMENT ACTIVITIES | ||||||||||||
Proceeds from sale of property, plant and equipment | 82,510 | 17,071 | ||||||||||
Acquisition of assets | 4 | (5,000,000 | ) | - | ||||||||
Proceeds from sales of financial assets | 12,732,709 | - | ||||||||||
Purchase of property, plant and equipment | 6.8 | (1,755,975 | ) | (1,007,253 | ) | |||||||
Acquisition of investment property | (758,063 | ) | - | |||||||||
Capitalized development expenditures | 6.10 | (1,556,367 | ) | (504,122 | ) | |||||||
Purchase of intangible assets | 6.10 | (576,684 | ) | (98,308 | ) | |||||||
Purchase of own shares | (1,608,560 | ) | - | |||||||||
Net cash flows generated by (used in) investing activities | 1,559,570 | (1,592,612 | ) | |||||||||
FINANCING ACTIVITIES | ||||||||||||
Proceeds from borrowings | 69,542,113 | 55,536,625 | ||||||||||
Repayment of borrowings, financed payments and interest payments | (55,374,045 | ) | (54,939,806 | ) | ||||||||
Increase in bank overdrafts and other short-term borrowings | 1,374,003 | 4,721,095 | ||||||||||
Other financial proceeds or payments, net | (435,635 | ) | 2,018,181 | |||||||||
Leased assets payments | (293,181 | ) | (243,414 | ) | ||||||||
Warrants tender offer payments | (1,030,952 | ) | - | |||||||||
Net cash flows generated by financing activities | 13,782,303 | 7,092,681 | ||||||||||
Net (decrease) increase in cash and cash equivalents | (8,303,787 | ) | 5,974,202 | |||||||||
Inflation effects on cash and cash equivalents | (403,950 | ) | (99,554 | ) | ||||||||
Cash and cash equivalents as of beginning of the period | 6.1 | 27,159,421 | 3,450,873 | |||||||||
Effect of exchange rate changes on cash and equivalents | 678,522 | 1,243,337 | ||||||||||
Cash and cash equivalents as of the end of the period | 6.1 | 19,130,206 | 10,568,858 |
The accompanying Notes are an integral part of these unaudited interim condensed consolidated financial statements. Related parties’ balances and transactions are disclosed in Note 15.
F-10
BIOCERES CROP SOLUTIONS CORP.
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 judgments. |
3. | New standards, amendments and interpretations issued by the IASB. |
4. | Acquisitions. |
5. | Seasonality. |
6. | Information about components of unaudited interim condensed consolidated statements of financial position. |
6.1. | Cash and cash equivalents. |
6.2. | Other financial assets. |
6.3. | Trade receivables. |
6.4. | Other receivables. |
6.5. | Inventories. |
6.6. | Biological assets. |
6.7. | Other assets. |
6.8. | Property, plant and equipment. |
6.9. | Investment properties. |
6.10. | Intangibles assets. |
6.11. | Goodwill. |
6.12. | Trade and other payables. |
6.13. | Borrowings. |
6.14. | Employee benefits and social security. |
6.15. | Private warrants. |
6.16. | Financed payment-Acquisition of business |
7. | Information about components of unaudited interim condensed consolidated statement of comprehensive income. |
7.1. | Revenues. |
7.2. | Cost of sales. |
7.3. | R&D expenses classified by nature. |
7.4. | Expenses classified by nature and function. |
7.5. | Finance results. |
8. | Taxation. |
9. | Earnings per share (EPS). |
10. | Information about unaudited condensed consolidated components of equity. |
F-11
BIOCERES CROP SOLUTIONS CORP.
10.1. | Share capital. |
10.2. | Non-controlling interest. |
11. | Cash flow information. |
12. | Joint ventures and associates. |
13. | Segment information. |
14. | Financial instruments – Risk management. |
15. | Shareholders and other related parties’ balances and transactions. |
16. | Key management personnel compensation. |
17. | Share-based payments. |
18. | Leases. |
19. | Contingencies, commitments and restrictions on the distribution of profits. |
20. | Impact of COVID-19. |
21. | Events occurring after the reporting period. |
F-12
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. (NYSE American: BIOX) is a fully integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. To do this, Bioceres’ solutions create economic incentives for farmers and other stakeholders to adopt environmentally friendlier production practices. The Group has a unique biotech platform with high-impact, patented technologies for seeds and microbial ag-inputs, as well as next generation crop nutrition and protection solutions.
Bioceres is a global company with an extensive geographic footprint. The Group’s agricultural inputs are marketed across more than 31 countries, including Brazil, Paraguay, India, United States, Uruguay, Colombia, France and South Africa.
Unless the context otherwise requires, “we”, “us”, “our”, “Bioceres”, “BIOX”, “the Group”, and “Bioceres Crop Solutions” will refer to Bioceres Crop Solutions Corp. and its subsidiaries.
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 six-month period ended December 31, 2020 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
These unaudited interim condensed consolidated financial statements do not include all 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, 2020.
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 December 31, 2020, June 30, 2020 and for the six-month periods ended December 31, 2020 and 2019 were authorized by the Board of Directors of Bioceres Crop Solutions Corp. on February 26, 2021.
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.
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, whether these 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 since 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 hyperinflationary, 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 hyperinflationary since July 1, 2018. Consequently, the Group has applied IAS 29 to these financial statements.
F-13
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
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 over 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 those 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 according to 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 to the initial balances was calculated by means of a conversion factor derived from the Argentine price indexes published by the National Institute of Statistics.
The index as of December 31, 2019 and June 30, 2019 was 283.4442 and 225.5370, respectively.
The index as of December 31, 2020 and June 30, 2020 was 385.8826 and 321.9738, 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 levels 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 from 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 from the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign 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 gain or loss recognized upon such disposal.
2.5. Changes in accounting policies
The Group has accounted for an investment property (see Note 6.9). Investment property is land or a building (including part of a building) or both that is held to earn rentals or for capital appreciation or both. An example of investment property is land held for a currently undetermined future use and not held for sale in the ordinary course of business.
F-14
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
The investment property was measured initially at cost. For subsequent measurement, the Group adopted the cost model as its accounting policy for investments properties.
Others accounting policies adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those adopted for the preparation of the consolidated financial statements as of June 30, 2020.
2.6. Changes in accounting estimates and judgments
The determination of fair value of the assets described in Note 4 at the acquisition date is mainly based on the application of a future cash flow present value technique. The main assumptions considered in determining fair value relate to the applicable discount rate and to the projections of incomes.
There were no other significant changes in accounting estimates and judgments with respect to the consolidated financial statements as of June 30, 2020.
3. | NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BY THE IASB |
a) The following new standards became applicable for the current reporting period and adopted by the Group. These amendments did not have a material impact on the Group.
Amendments to IFRS 16 - COVID-19 related Rent Concessions
As a result of the COVID-19 pandemic, rent concessions have been granted to lessees. Such concessions might take a variety of forms, including payment holidays and deferral of lease payments. In May 2020, the IASB made an amendment to IFRS 16 Leases which provides lessees with an option to treat qualifying rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concessions as variable lease payments in the period in which they are granted.
Entities applying the practical expedients must disclose this fact, whether the expedient has been applied to all qualifying rent concessions or, if not, information about the nature of the contracts to which it has been applied, as well as the amount recognized in profit or loss arising from the rent concessions.
The amendments are effective for financial years beginning on or after January 1, 2020.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark Reform (Phase 2)
The Phase 2 amendments, Interest Rate Benchmark Reform—Phase 2, address issues that might affect financial reporting during the reform of an interest rate benchmark, including the effects of changes to contractual cash flows or hedging relationships arising from the replacement of an interest rate benchmark with an alternative benchmark rate (replacement issues). In 2019, the Board issued its initial amendments in Phase 1 of the project.
The amendments are related to changes in the basis for determining contractual cash flows of financial assets, financial liabilities and lease liabilities; hedge accounting; and disclosures. They apply only to changes required by the interest rate benchmark reform to financial instruments and hedging relationships. The amendments are effective for financial years beginning on or after January 1, 2020. Earlier application is permitted.
F-15
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
b) The following new standards are not yet adopted by the Group
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current - Deferral of Effective Date
The amendment defers by one year the effective date of Classification of Liabilities as Current or Non-current, which amends IAS 1 Presentation of Financial Statements. Classification of Liabilities as Current or Non-current was issued in January 2020, effective for annual reporting periods beginning on or after 1 January 2022. However, in response to the covid-19 pandemic, the effective date was deferred by one year to provide companies with more time to implement any classification changes resulting from those amendments. Classification of Liabilities as Current or Non-current is now effective for annual reporting periods beginning on or after 1 January 2023. Earlier application of the amendments continues to be permitted.
4. | ACQUISITIONS |
On November 12, 2020 we acquired from Arcadia Biosciences Inc (“Arcadia”) the remaining ownership interest in Verdeca LLC (“Verdeca”), a joint agreement formed by Bioceres and Arcadia in 2012 to develop second generation biotechnologies for soybean and to globally commercialize the HB4 Soy technology, and in-licensing rights to Arcadia’s safflower and wheat traits and the related brands.
As part of the transaction, Bioceres has gained full access to and control of Verdeca´s vetted soybean library of gene-edited materials used to develop new quality and productivity traits for this crop, as well as exclusive rights to all Arcadia technologies that are applicable to soybean.
The complementary portfolio of materials being licensed includes wheat varieties that produce flour with 65% less gluten, ten times the dietary fiber content of conventional wheat flours, and oxidative stability, which extends the shelf life of whole flours and food products produced with these flours. In addition, these flours produce breads and other foods that are substantially equivalent in taste and all other aspects to conventional wheat. It should be noted that some of the rights being acquired by Bioceres are subject to clearances by third parties (see Note 6.7).
In consideration for the acquisition of the above-mentioned rights and assets, Bioceres paid Arcadia at the closing of the transaction $5 million in cash and $15 million in equity consisting of 1,875,000 Bioceres common shares priced at $8 and which are subject to a six-month lock-up period. Bioceres has relied on the exemption from the registration requirements of the Securities Act of 1933 under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering. One-third of these shares are pledged in favor of Bioceres and will be released to Arcadia when the aforementioned third-party clearances related to the in-licensing of the wheat rights have been granted. Bioceres will also pay Arcadia $2 million subject to Verdeca obtaining Chinese import clearance for HB4 Soy or achieving penetration of this technology in a minimum number of planted hectares. These payments do not include $1 million due to Arcadia post-closing as a reimbursement of costs associated with the transaction.
Following the transaction Bioceres agreed with Arcadia to make royalty payments equivalent to 6% of the net HB4 Soy technology revenues realized by Verdeca and capped at a maximum $10 million aggregate amount of royalty payments, and a royalty payment equivalent to 25% of the net wheat technology revenues resulting from the in-licensed materials. In relation to them, the Group recognized a liability (See Note 6.16).
5. | 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 South American growers begin planting their fields. Regarding the seed and integrated products business, the Group contracts with growers and seed suppliers based upon anticipated market demand that we forecast. Generally, in the 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 cycle similar to the seed cycle. The impact of seasonality and the resulting fluctuations in quarterly results may be lessened as we achieve our international expansion plans for the seed and integrated products business in geographies with complementary seasons and climates.
F-16
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6. | INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
12/31/2020 | 06/30/2020 | |||||||
Cash at bank and on hand | 4,633,470 | 4,813,012 | ||||||
Mutual funds | 14,496,736 | 22,346,409 | ||||||
19,130,206 | 27,159,421 |
12/31/2020 | 06/30/2020 | |||||||
Current | ||||||||
Restricted short-term deposits | 5,052,295 | 4,390,458 | ||||||
US Treasury bills | 7,316,388 | 7,768,410 | ||||||
Other investments | 4,561,531 | 16,640,965 | ||||||
16,930,214 | 28,799,833 |
12/31/2020 | 06/30/2020 | |||||||
Non-current | ||||||||
Shares of Bioceres S.A. | 322,625 | 321,705 | ||||||
Other marketable securities | 8,054 | 998 | ||||||
330,679 | 322,703 |
12/31/2020 | 06/30/2020 | |||||||
Current | ||||||||
Trade debtors | 67,157,349 | 53,047,035 | ||||||
Allowance for impairment of trade debtors | (3,824,980 | ) | (3,886,832 | ) | ||||
Shareholders and other related parties (Note 15) | 240,954 | 1,090,004 | ||||||
Allowance for impairment of shareholders and other related parties (Note 15) | (378 | ) | (768 | ) | ||||
Allowance for credit notes to be issued | (1,527,419 | ) | (2,285,197 | ) | ||||
Trade debtors - Parent company (Note 15) | 8,337 | - | ||||||
Trade debtors - Joint ventures and associates (Note 15) | - | 120,992 | ||||||
Deferred checks | 22,599,241 | 25,461,399 | ||||||
84,653,104 | 73,546,633 | |||||||
Non-current | ||||||||
Trade debtors | 292,067 | - | ||||||
292,067 | - |
F- 17
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
12/31/2020 | 06/30/2020 | |||||||
Current | ||||||||
Taxes | 2,417,921 | 2,205,342 | ||||||
Other receivables - Other related parties (Note 15) | 1,759 | 2,102 | ||||||
Other receivables - Parents companies and related parties to Parents (Note 15) | 815,770 | 102,069 | ||||||
Other receivables - Joint ventures and associates (Note 15) | 1,603,878 | 1,562,340 | ||||||
Prepayments to suppliers | 2,373,254 | 379,914 | ||||||
Prepayments to suppliers - Shareholders and other related parties (Note 15) | - | 81,737 | ||||||
Reimbursements over exports | 29,083 | 29,077 | ||||||
Prepaid expenses and other receivables | 275,658 | 128,650 | ||||||
Loans receivable | 230,000 | 230,000 | ||||||
Miscellaneous | 42,550 | 49,441 | ||||||
7,789,873 | 4,770,672 |
12/31/2020 | 06/30/2020 | |||||||
Non-current | ||||||||
Taxes | 413,615 | 328,701 | ||||||
Reimbursements over exports | 1,492,547 | 1,293,958 | ||||||
Miscellaneous | - | 80,914 | ||||||
1,906,162 | 1,703,573 |
12/31/2020 | 06/30/2020 | |||||||
Biological assets | 10,554,349 | 965,728 | ||||||
10,554,349 | 965,728 |
F- 18
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Changes in biological assets
Soybean | Corn | Wheat | Barley | EcoSoy | EcoWheat | Total | ||||||||||||||||||||||
Beginning of the period | 105,101 | 271,754 | 45,639 | 34,050 | - | 509,184 | 965,728 | |||||||||||||||||||||
Initial recognition and changes in the fair value of biological assets | 174,578 | 129,785 | 239,266 | 25,377 | (149,702 | ) | 564,889 | 984,193 | ||||||||||||||||||||
Costs incurred during the period | 259,760 | 442,922 | 254,909 | 45,490 | 10,371,418 | 4,667,032 | 16,041,531 | |||||||||||||||||||||
Exchange differences | (371,625 | ) | (80,335 | ) | (28,376 | ) | (9,251 | ) | (844,644 | ) | (378,411 | ) | (1,712,642 | ) | ||||||||||||||
Decrease due to harvest / disposals | (87,982 | ) | (110,192 | ) | (135,089 | ) | (28,504 | ) | - | (5,362,694 | ) | (5,724,461 | ) | |||||||||||||||
Period ended December 31, 2020 | 79,832 | 653,934 | 376,349 | 67,162 | 9,377,072 | - | 10,554,349 |
Soybean | Corn | Wheat | Barley | Total | ||||||||||||||||
Beginning of the period | 237,723 | 32,856 | - | - | 270,579 | |||||||||||||||
Initial recognition and changes in the fair value of biological assets | 205,730 | 255,674 | 209,801 | 48,138 | 719,343 | |||||||||||||||
Cost incurred during the period | 293,416 | 187,807 | 161,713 | 46,378 | 689,314 | |||||||||||||||
Exchange differences | (99,425 | ) | (29,004 | ) | (14,312 | ) | 379 | (142,362 | ) | |||||||||||
Decrease due to harvest / disposals | (241,542 | ) | (54,501 | ) | (63,507 | ) | (48,978 | ) | (408,528 | ) | ||||||||||
Period ended December 31, 2019 | 395,902 | 392,832 | 293,695 | 45,917 | 1,128,346 |
HB4® Program
Bioceres’ HB4 Program is an identity-preserved production system for growing drought-tolerant soybean and wheat. It has multiple objectives, which include expanding Bioceres’ seed inventories, allowing growers to field test Bioceres’ HB4 technology, providing fields for product demonstrations and validating the products’ regional positioning.
HB4 seed varieties produced through the program will be commercialized as an integrated product, the EcoSeed. The seed treatment process to produce EcoSeeds utilizes customized microbial solutions for seed nutrition and protection, including biological fungicides. For soybean EcoSeed products, nitrogen fixing bacteria (inoculants) are also integrated, including stress-tolerant formulations that are also optimized for drought-prone agricultural areas.
In addition to providing EcoSeeds for planting, the HB4 program comprises Bioceres’ next-generation crop nutrition and protection technologies for growing EcoWheat and EcoSoy, The HB4 program also includes digital apps that give growers access to satellite-based images and data for monitoring crop health, soil conditions and weather, information that helps optimize crop yields. On top of generating extensive and detailed datasets from each grower’s HB4 production fields that are monitored via these digital apps, Bioceres is applying and leveraging data science and blockchain technology to other areas of agriculture’s value chain, such as crop storage, logistics and processing, in order to guarantee HB4 identity and complete farm-to-fork traceability.
The identity-preserved HB4 Program to produce EcoSeeds utilizes service contracts with growers who are committed to preserving the identity of the HB4 crop under a full-seed production offtake agreement, which includes best environmental farming practices, such as no-till agriculture. Under these agreements, Bioceres contributes EcoSeed and the other aforementioned goods (“Contributed goods”) to growers for a pre-agreed price (based on prevailing market prices), which are deduced from the service fees to paid to growers at the time of harvest for the seed multiplication services provided.
F- 19
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
As part of the transaction described in Note 4, Bioceres acquired full ownership of the HB4 Soybean inventory. HB4 program for EcoSoy had been produced jointly with Arcadia in Verdeca.
For the period ended December 31, 2020, the Contributed goods for HB4 Program amounted to $3.6 million with gross margin of approximately 60%.
Joint operation with Espartina S.A.
On September 1, 2020, Rizobacter Argentina S.A., a subsidiary of the Company, entered into an agreement with Espartina S.A. (“Espartina”) to share its business of producing grain crops. The joint operation is classified as a joint agreement as established in IFRS 11, while the parties are entitled to the assets and obligations over the related liabilities. Rizobacter Argentina S.A. recognizes as a joint operator, in relation to its participation, assets, liabilities, income and expenses. The production obtained is distributed according to the contributions made by each party. The in-kind contributions made during the period amount to $921,390 (Note 15). Each party decides the means of commercialization and the destination of the grains produced.
Under the agreement, Rizobacter provides inputs and money necessary for producing the grains and according to the established participation percentages. For its participation, Espartina contributes all cultivation practices in fields, inputs not provided by Rizobacter, and all administrative expenses related to production.
12/31/2020 | 06/30/2020 | |||||||
Other assets | 5,000,000 | - | ||||||
5,000,000 | - |
As mentioned in Note 4, the licenses of wheat varieties acquired from Arcadia are subject to clearances by third parties. They are subject to ROFO, ROFR and certain permission rights that third parties may claim. If this were the case for any of them individually, the license on the claimed technology would not materialize and Arcadia shall, at its sole discretion, either (a) deliver to Bioceres a payment of $5 million in cash, or (b) instruct Bioceres to exercise its pledge rights over 625,000 shares, part of those that were delivered as consideration of payment at closing. Nevertheless, Bioceres would keep the rest of the unclaimed technologies.
Until the third party’s rights are solved, we consider this asset as “Other assets” for an amount of $5 million.
6.8. Property, plant and equipment
Property, plant and equipment as of December 31, 2020 and June 30, 2020 included the following:
12/31/2020 | 06/30/2020 | |||||||
Gross carrying amount | 55,849,205 | 54,527,392 | ||||||
Accumulated depreciation | (13,981,043 | ) | (13,012,286 | ) | ||||
Net carrying amount | 41,868,162 | 41,515,106 |
F- 20
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Net carrying amount for each class of assets is as follows:
Class |
Net carrying
amount 12/31/2020 |
Net carrying
amount 06/30/2020 |
||||||
Office equipment | 209,709 | 188,280 | ||||||
Vehicles | 1,721,615 | 1,149,455 | ||||||
Equipment and computer software | 51,755 | 32,448 | ||||||
Fixtures and fittings | 3,472,892 | 3,679,075 | ||||||
Machinery and equipment | 5,243,338 | 5,449,233 | ||||||
Land and buildings | 29,451,178 | 29,746,076 | ||||||
Buildings in progress | 1,717,675 | 1,270,539 | ||||||
Total | 41,868,162 | 41,515,106 |
1. Gross carrying amount as of December 31, 2020 is as follows:
Gross carrying amount | ||||||||||||||||||||||||||||
Class |
As
of the
beginning of period |
Additions | Reclassifications | Disposals |
Foreign
currency translation |
Revaluation |
As
of the end
of period |
|||||||||||||||||||||
Office equipment | 579,882 | 42,546 | - | (5,103 | ) | 1,474 | - | 618,799 | ||||||||||||||||||||
Vehicles | 2,977,542 | 898,190 | - | (189,537 | ) | 33,791 | - | 3,719,986 | ||||||||||||||||||||
Equipment and computer software | 465,679 | 37,882 | - | - | 3,477 | - | 507,038 | |||||||||||||||||||||
Fixtures and fittings | 5,480,431 | 1,506 | - | - | (32,276 | ) | - | 5,449,661 | ||||||||||||||||||||
Machinery and equipment | 9,054,701 | 267,275 | - | - | (170,499 | ) | - | 9,151,477 | ||||||||||||||||||||
Land and buildings | 34,698,618 | 57,252 | - | - | 118,430 | (189,731 | ) | 34,684,569 | ||||||||||||||||||||
Buildings in progress | 1,270,539 | 451,324 | - | - | (4,188 | ) | - | 1,717,675 | ||||||||||||||||||||
Total | 54,527,392 | 1,755,975 | - | (194,640 | ) | (49,791 | ) | (189,731 | ) | 55,849,205 |
2. Accumulated depreciation as of December 31, 2020 is as follows:
Depreciation | ||||||||||||||||||||||||
Class |
Accumulated
as of the beginning of period |
Disposals / Reclassifications |
Of
the
period |
Foreign
currency translation |
Revaluation |
Accumulated
as of the end of period |
||||||||||||||||||
Office equipment | 391,602 | (2,964 | ) | 19,750 | 702 | - | 409,090 | |||||||||||||||||
Vehicles | 1,828,087 | (117,085 | ) | 289,400 | (2,031 | ) | - | 1,998,371 | ||||||||||||||||
Equipment and computer software | 433,231 | - | 20,737 | 1,315 | - | 455,283 | ||||||||||||||||||
Fixtures and fittings | 1,801,356 | - | 169,806 | 5,607 | - | 1,976,769 | ||||||||||||||||||
Machinery and equipment | 3,605,468 | - | 291,265 | 11,406 | - | 3,908,139 | ||||||||||||||||||
Land and buildings | 4,952,542 | - | 313,579 | 16,187 | (48,917 | ) | 5,233,391 | |||||||||||||||||
Total | 13,012,286 | (120,049 | ) | 1,104,537 | 33,186 | (48,917 | ) | 13,981,043 |
F- 21
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
3. Gross carrying amount as of December 31, 2019 is as follows:
Gross carrying amount | ||||||||||||||||||||||||||||
Class |
As of the
beginning of period |
Additions | Reclassifications | Disposals |
Foreign
currency translation |
Revaluation |
As of the end
of period |
|||||||||||||||||||||
Office equipment | 629,119 | 16,919 | - | - | (58,750 | ) | - | 587,288 | ||||||||||||||||||||
Vehicles | 3,604,537 | 104,849 | (384,438 | ) | (143,395 | ) | (305,040 | ) | - | 2,876,513 | ||||||||||||||||||
Equipment and computer software | 955,657 | 8,631 | (390,125 | ) | - | (85,968 | ) | - | 488,195 | |||||||||||||||||||
Fixtures and fittings | 6,438,430 | 19,026 | - | - | (709,698 | ) | - | 5,747,758 | ||||||||||||||||||||
Machinery and equipment | 10,233,501 | 479,735 | (413,322 | ) | - | (1,120,114 | ) | - | 9,179,800 | |||||||||||||||||||
Land and buildings | 34,530,114 | 3,378 | - | - | (3,836,143 | ) | 3,318,976 | 34,016,325 | ||||||||||||||||||||
Buildings in progress | 668,614 | 374,715 | - | - | (159,797 | ) | - | 883,532 | ||||||||||||||||||||
Total | 57,059,972 | 1,007,253 | (1,187,885 | ) | (143,395 | ) | (6,275,510 | ) | 3,318,976 | 53,779,411 |
4. Accumulated depreciation as of December 31, 2019 is as follows:
Depreciation | ||||||||||||||||||||||||
Class | Accumulated as of the beginning of period | Disposals / Reclassifications | Of the period | Foreign currency translation | Revaluation | Accumulated as of the end of period | ||||||||||||||||||
Office equipment | 415,682 | - | 18,197 | (42,031 | ) | - | 391,848 | |||||||||||||||||
Vehicles | 1,818,836 | (230,012 | ) | 210,091 | (161,860 | ) | - | 1,637,055 | ||||||||||||||||
Equipment and computer software | 832,185 | (349,836 | ) | 15,632 | (80,871 | ) | - | 417,110 | ||||||||||||||||
Fixtures and fittings | 1,701,034 | - | 178,229 | (181,769 | ) | - | 1,697,494 | |||||||||||||||||
Machinery and equipment | 3,896,810 | (233,094 | ) | 258,832 | (415,489 | ) | - | 3,507,059 | ||||||||||||||||
Land and buildings | 4,560,877 | - | 308,543 | (463,108 | ) | 136,501 | 4,542,813 | |||||||||||||||||
Total | 13,225,424 | (812,942 | ) | 989,524 | (1,345,128 | ) | 136,501 | 12,193,379 |
The depreciation charge is included in Notes 7.3 and 7.4.
Revaluation of property, plant and equipment
At a minimum, the Group updates its 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 December 31, 2020, the Group reviewed these valuations in order to determine the variations between the fair values and their book value, taking into consideration the valuations made in June 2020. Management determined the property, plant and equipment’s value within a range of reasonable fair value estimates. 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.
F- 22
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.9. | Investment properties |
On August 28, 2020, our subsidiary Rizobacter Do Brasil LTDA signed an agreement to acquires lands from some customers whose credit amount due to this subsidiary had already expired. The consideration of payment included the cancelation of customers’ credit amount of $0.9 million and $1.4 million in cash installments.
Investment properties as of December 31, 2020 and June 30, 2020 included the following:
12/31/2020 | 06/30/2020 | |||||||
Gross carrying amount of land | 2,499,206 | - | ||||||
2,499,206 | - |
The carrying value of investment properties does not differ significantly from its fair value.
6.10. | Intangible assets |
Intangible assets as of December 31, 2020 and June 30, 2020 included the following:
12/31/2020 | 06/30/2020 | |||||||
Gross carrying amount | 66,376,939 | 42,832,837 | ||||||
Accumulated amortization | (8,595,456 | ) | (7,499,373 | ) | ||||
Net carrying amount | 57,781,483 | 35,333,464 |
1. | Net carrying amount of each class of intangible assets is as follows: |
Class |
Net carrying
amount 31/12/2020 |
Net carrying
amount 06/30/2020 |
||||||
Seed and integrated products | ||||||||
Soybean HB4 and breeding program | 26,223,085 | 7,345,923 | ||||||
Ecoseed integrated products | 2,304,492 | 2,296,955 | ||||||
Crop nutrition | ||||||||
Microbiological products | 3,213,113 | 2,503,631 | ||||||
Other intangible assets | ||||||||
Trademarks and patents | 6,116,684 | 6,374,782 | ||||||
Software | 1,177,026 | 686,965 | ||||||
Customer loyalty | 15,815,384 | 16,125,208 | ||||||
GLA/ARA safflower | 2,931,699 | - | ||||||
Total | 57,781,483 | 35,333,464 |
F-23
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 December 31, 2020 is as follows: |
Gross carrying amount | ||||||||||||||||||||
Class |
As of the
beginning of period |
Additions | Transfers |
Foreign
currency translation |
As of the end
of period |
|||||||||||||||
Seed and integrated products | ||||||||||||||||||||
Soybean HB4 and breeding program (1) | 7,345,923 | 19,063,357 | (186,804 | ) | 609 | 26,223,085 | ||||||||||||||
Ecoseed integrated products | 2,296,955 | - | - | 7,537 | 2,304,492 | |||||||||||||||
Crop nutrition | ||||||||||||||||||||
Microbiological products | 3,867,593 | 922,937 | - | 21,369 | 4,811,899 | |||||||||||||||
Other intangible assets | ||||||||||||||||||||
Trademarks and patents | 8,432,746 | - | - | 27,672 | 8,460,418 | |||||||||||||||
Software | 2,088,929 | 502,137 | 186,804 | 5,092 | 2,782,962 | |||||||||||||||
Customer loyalty | 18,800,691 | - | - | 61,693 | 18,862,384 | |||||||||||||||
GLA/ARA safflower (Note 4) | - | 2,931,699 | - | - | 2,931,699 | |||||||||||||||
Total | 42,832,837 | 23,420,130 | - | 123,972 | 66,376,939 |
(1) Of the total additions, USD 18,4 million are associated with the transaction mentioned in Note 4.
3. | Accumulated amortization as of December 31, 2020 is as follows: |
Amortization | ||||||||||||||||||||
Class |
Accumulated
as of beginning of period |
Of the period | Transfers |
Foreign
currency translation |
Accumulated
as of the end of period |
|||||||||||||||
Crop nutrition | ||||||||||||||||||||
Microbiological products | 1,363,962 | 229,417 | - | 5,407 | 1,598,786 | |||||||||||||||
Other intangible assets | ||||||||||||||||||||
Trademarks and patents | 2,057,964 | 279,016 | - | 6,754 | 2,343,734 | |||||||||||||||
Software | 1,401,964 | 200,277 | - | 3,695 | 1,605,936 | |||||||||||||||
Customer loyalty | 2,675,483 | 362,738 | - | 8,779 | 3,047,000 | |||||||||||||||
Total | 7,499,373 | 1,071,448 | - | 24,635 | 8,595,456 |
4. | Gross carrying amount as of December 31, 2019 is as follows: |
Gross carrying amount | ||||||||||||||||
Class |
As of the
beginning of period |
Additions |
Foreign currency
translation |
As of the end
of period |
||||||||||||
Seed and integrated products | ||||||||||||||||
Soybean HB4 and breeding program | 6,120,336 | 464,608 | - | 6,584,944 | ||||||||||||
Ecoseed integrated products | 2,627,946 | 39,514 | (287,901 | ) | 2,379,559 | |||||||||||
Crop nutrition | ||||||||||||||||
Microbiological products | 3,267,200 | - | (498,873 | ) | 2,768,327 | |||||||||||
Other intangible assets | ||||||||||||||||
Trademarks and patents | 9,810,822 | - | (1,074,808 | ) | 8,736,014 | |||||||||||
Software | 2,149,340 | 98,308 | (219,709 | ) | 2,027,939 | |||||||||||
Customer loyalty | 21,873,093 | - | (2,396,269 | ) | 19,476,824 | |||||||||||
Total | 45,848,737 | 602,430 | (4,477,560 | ) | 41,973,607 |
F-24
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 December 31, 2019 is as follows: |
Amortization | ||||||||||||||||
Class |
Accumulated
as of beginning of period |
Of the period |
Foreign currency
translation |
Accumulated as
of the end of period |
||||||||||||
Crop nutrition | ||||||||||||||||
Microbiological products | 1,059,083 | 236,898 | (99,766 | ) | 1,196,215 | |||||||||||
Other intangible assets | ||||||||||||||||
Trademarks and patents | 1,747,174 | 288,105 | (191,409 | ) | 1,843,870 | |||||||||||
Software | 1,154,617 | 203,512 | (119,978 | ) | 1,238,151 | |||||||||||
Customer loyalty | 2,271,437 | 374,554 | (248,844 | ) | 2,397,147 | |||||||||||
Total | 6,232,311 | 1,103,069 | (659,997 | ) | 6,675,383 |
The amortization charge is included in Notes 7.3 and 7.4.
6.11. | Goodwill |
The variations in goodwill that occurred during the period correspond to the result of inflation adjustment and conversion to presentation currency. There were not any indicators of goodwill impairment.
Carrying amount of goodwill as of December 31, 2020 and June 30, 2020 is as follows:
12/31/2020 | 06/30/2020 | |||||||
Rizobacter | 20,162,706 | 20,094,633 | ||||||
Bioceres Crops S.A. (previously named Semya) | 5,450,046 | 5,432,222 | ||||||
25,612,752 | 25,526,855 |
6.12. | Trade and other payables |
12/31/2020 | 06/30/2020 | |||||||
Current | ||||||||
Trade creditors | 44,470,002 | 37,139,351 | ||||||
Shareholders and other related parties (Note 15) | 2,392,591 | 1,031,710 | ||||||
Trade creditors - Parent company (Note 15) | 29,107 | 2,210,308 | ||||||
Trade creditors - Joint ventures and associates (Note 15) | 13,256,575 | 14,409,853 | ||||||
Taxes | 2,066,219 | 2,163,552 | ||||||
Consideration of payment for Bioceres Crops S.A. acquisition (Note 15) | 122,950 | 122,950 | ||||||
Miscellaneous | 144,478 | 212,138 | ||||||
62,481,922 | 57,289,862 | |||||||
Non-current | ||||||||
Trade creditors | 319,004 | - | ||||||
Consideration of payment for Bioceres Crops S.A. acquisition (Note 15) | 452,654 | 452,654 | ||||||
771,658 | 452,654 |
F-25
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.13. | Borrowings |
12/31/2020 | 06/30/2020 | |||||||
Current | ||||||||
Bank overdrafts | - | 73,362 | ||||||
Bank borrowings | 47,951,049 | 47,646,912 | ||||||
Corporate bonds | 26,866,736 | 12,611,940 | ||||||
Net loans payables-Parents companies and related parties to Parents (Note 15) | 3,694,128 | 3,389,521 | ||||||
Subordinated loan | 10,994,056 | - | ||||||
89,505,969 | 63,721,735 | |||||||
Non-current | ||||||||
Subordinated loan | - | 10,364,045 | ||||||
Bank borrowings | 3,304,012 | 3,497,671 | ||||||
Corporate bonds | 17,020,226 | 18,364,894 | ||||||
Net loans payables-Parents companies and related parties to Parents (Note 15) | 9,000,000 | 9,000,000 | ||||||
29,324,238 | 41,226,610 |
On August 18, 2020, under the framework of law N° 23.576 and complementary obligations for corporate bonds, the Group completed an offering of $17 million under Series IV of its corporate bonds due August 18, 2023 with a nominal annual rate of 0%. The principal will be amortized in one instalment on the maturity date.
The carrying value of some borrowings as of December 31, 2020 measured at amortized cost differs from the fair value of these borrowings. The following measures of fair values are based on discounted cash flows (Level 3), due to the use of unobservable inputs, including own credit risk.
12/31/2020 | 06/30/2020 | |||||||||||||||
Amortized cost | Fair value | Amortized cost | Fair value | |||||||||||||
Current | ||||||||||||||||
Bank borrowings | 47,951,049 | 46,332,034 | 47,646,912 | 43,046,111 | ||||||||||||
Corporate Bonds | 26,866,736 | 25,443,058 | 12,611,940 | 11,997,981 | ||||||||||||
Non-current | ||||||||||||||||
Bank borrowings | 3,304,012 | 2,791,541 | 3,497,671 | 3,072,395 | ||||||||||||
Corporate Bonds | 17,020,226 | 13,760,143 | 18,364,894 | 16,135,876 |
The Group has met the capital and interest installments whose maturity was effective in the six-month period ended December 31, 2020.
6.14. | Employee benefits and social security |
12/31/2020 | 06/30/2020 | |||||||
Current | ||||||||
Salaries, accrued incentives, vacations and social security | 3,194,045 | 2,960,542 | ||||||
Key management personnel (Note 15) | 909,861 | 1,550,050 | ||||||
4,103,906 | 4,510,592 | |||||||
Non-current | ||||||||
Key management personnel (Note 15) | - | 534,038 | ||||||
- | 534,038 |
F-26
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.15. | Private warrants |
12/31/2020 | 06/30/2020 | |||||||
Private warrants | - | 1,686,643 | ||||||
- | 1,686,643 |
As of June 30, 2020, the fair value of private warrants using a share price of $6.06 and risk-free rate of 0.29%, decreased to $1.7 million and the Group recognized a finance gain of $1.2 million.
On August 24, 2020, the Company completed an offer to exchange any and all of its 24,200,000 outstanding warrants, for either 0.12 Ordinary Shares (the "Exchange Shares") or $0.45 in cash per Warrant, without interest (the "Cash Consideration", and together with the Exchange Shares, the "Exchange Consideration"), at the election of the holder (the "Offer"). The Offer was made upon the terms and subject to the conditions set forth in the Company's Tender Offer Statement and Schedule 13E-3 Statement on Schedule TO, originally filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on July 27, 2020, as amended and supplemented, and the related letter of election and transmittal and other offer materials.
The Offer provided for a premium to the closing trading price of the Public warrants on July 24, 2020 equal to (a) 321%, in respect of the Cash Consideration, or (b) 482% in respect of the implied value of the Exchange Shares taking into account the closing trading price of the Ordinary Shares on July 24, 2020. The premium offer price allowed for maximum participation of holders in the Offer.
Based on information provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total of 21,938,774 warrants were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company accepted for exchange all such Warrants and paid an aggregate amount of approximately $115,062 of the Cash Consideration and issued an aggregate of 2,601,954 Exchange Shares in exchange for the warrants tendered.
Following the Offer, the Company redeemed the 2,261,226 warrants that were not validly tendered or exchanged pursuant to the Offer for $0.405 in cash per warrant. The Company paid an aggregate amount of approximately $915,796 for these warrants.
As a result of the Offer and the redemption of the warrants, the Group recognized a total financial loss of $6.2 million in “Changes in fair value of financial assets or liabilities and other financial results” (Note 7.5) as consequence of the comparison between the fair value as of June 30, 2020 and the total amount paid.
F-27
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
6.16. | Consideration for acquisition of assets |
12/31/2020 | 06/30/2020 | |||||||
Current | ||||||||
Consideration for acquisition of assets | 800,000 | - | ||||||
800,000 | - | |||||||
Non-current | ||||||||
Consideration for acquisition of assets | 7,637,972 | - | ||||||
7,637,972 | - |
In consideration of payment to Arcadia for the assets describe in Note 4, Bioceres agreed to pay $2 million in four quarterly installments subject to obtaining Chinese import clearance for HB4 Soy or achieving penetration of this technology in a minimum number of planted hectares, royalty payments equivalent to 6% of the net HB4 Soy technology revenues realized by Verdeca and capped at a maximum $10 million and $1 million in five monthly installments as a reimbursement of costs associated with the transaction.
7. | INFORMATION ABOUT COMPONENTS OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
7.1. | Revenues |
12/31/2020 | 12/31/2019 | |||||||
Sale of goods and services | 88,616,572 | 97,286,206 | ||||||
Royalties | 1,492,026 | 1,216,161 | ||||||
90,108,598 | 98,502,367 |
Transactions of sales of goods and services with joint ventures, shareholders and other related parties are reported in Note 15.
7.2. | Cost of sales |
Item | 12/31/2020 | 12/31/2019 | ||||||
Inventories as of the beginning of the period | 29,338,548 | 27,322,003 | ||||||
Purchases of the period | 56,271,944 | 51,638,178 | ||||||
Production costs | 5,514,975 | 6,310,757 | ||||||
Foreign currency translation | (1,283,574 | ) | (1,183,800 | ) | ||||
Subtotal | 89,841,893 | 84,087,138 | ||||||
Inventories as of the end of the period | (41,655,409 | ) | (30,779,336 | ) | ||||
Cost of sales | 48,186,484 | 53,307,802 |
F-28
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
7.3. | R&D classified by nature |
Item |
Research and
development expenses 12/31/2020 |
Research and
development expenses 12/31/2019 |
||||||
Amortization of intangible assets | 508,433 | 525,003 | ||||||
Import and export expenses | 9,322 | 9,527 | ||||||
Depreciation of property, plant and equipment | 69,860 | 20,149 | ||||||
Employee benefits and social securities | 496,967 | 602,410 | ||||||
Taxes | 78 | 418 | ||||||
Maintenance | 14,045 | 14,322 | ||||||
Energy and fuel | 17,564 | 37,099 | ||||||
Supplies and materials | 460,272 | 383,226 | ||||||
Mobility and travel | 4,668 | 24,894 | ||||||
Professional fees and outsourced services | 67,550 | 5,452 | ||||||
Professional fees related parties | 466,144 | 488,516 | ||||||
Office supplies | 2,467 | 4,081 | ||||||
Information technology expenses | 9,992 | - | ||||||
Insurance | 8,326 | 2,524 | ||||||
Depreciation of leased assets | 1,279 | 5,564 | ||||||
Miscellaneous | 2,065 | 4,167 | ||||||
Total | 2,139,032 | 2,127,352 |
12/31/2020 | 12/31/2019 | |||||||
R&D Capitalized (Note 6.10) | 1,556,367 | 504,122 | ||||||
R&D profit and loss | 2,139,032 | 2,127,352 | ||||||
Total | 3,695,399 | 2,631,474 | ||||||
% of total revenue | 4.06 | % | 2.67 | % |
F-29
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
7.4. | Expenses classified by nature and function |
Item |
Production
costs |
Selling,
general and administrative expenses |
Total
12/31/2020 |
|||||||||
Amortization of intangible assets | - | 563,015 | 563,015 | |||||||||
Analysis and storage | 18,651 | 46,251 | 64,902 | |||||||||
Commissions and royalties | 767,326 | 287,445 | 1,054,771 | |||||||||
Import and export expenses | 29,128 | 434,113 | 463,241 | |||||||||
Depreciation of property, plant and equipment | 560,806 | 473,871 | 1,034,677 | |||||||||
Depreciation of leased assets | 125,226 | 160,979 | 286,205 | |||||||||
Impairment of receivables | - | 126,593 | 126,593 | |||||||||
Freight and haulage | 248,785 | 2,023,017 | 2,271,802 | |||||||||
Employee benefits and social securities | 2,260,596 | 7,010,150 | 9,270,746 | |||||||||
Maintenance | 282,937 | 259,182 | 542,119 | |||||||||
Energy and fuel | 156,666 | 23,848 | 180,514 | |||||||||
Supplies and materials | 187,315 | 58,212 | 245,527 | |||||||||
Mobility and travel | 1,593 | 369,382 | 370,975 | |||||||||
Publicity and advertising | - | 1,062,884 | 1,062,884 | |||||||||
Contingencies | - | 52,441 | 52,441 | |||||||||
Share-based incentives | - | 636,519 | 636,519 | |||||||||
Professional fees and outsourced services | 335,681 | 4,040,404 | 4,376,085 | |||||||||
Professional fees related parties | - | 113,888 | 113,888 | |||||||||
Office supplies | 89,049 | 150,121 | 239,170 | |||||||||
Insurance | 68,033 | 392,752 | 460,785 | |||||||||
Information technology expenses | 849 | 530,970 | 531,819 | |||||||||
Obsolescence | 365,458 | - | 365,458 | |||||||||
Taxes | 16,609 | 2,431,415 | 2,448,024 | |||||||||
Miscellaneous | 267 | 64,507 | 64,774 | |||||||||
Total | 5,514,975 | 21,311,959 | 26,826,934 |
F-30
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
12/31/2019 |
|||||||||
Amortization of intangible assets | - | 578,066 | 578,066 | |||||||||
Analysis and storage | 21,129 | 3,017 | 24,146 | |||||||||
Commissions and royalties | 771,883 | 245,341 | 1,017,224 | |||||||||
Import and export expenses | 82,036 | 577,023 | 659,059 | |||||||||
Depreciation of property, plant and equipment | 625,286 | 344,089 | 969,375 | |||||||||
Depreciation of leased assets | 177,095 | 125,371 | 302,466 | |||||||||
Impairment of receivables | - | 1,120,787 | 1,120,787 | |||||||||
Freight and haulage | 451,648 | 1,664,525 | 2,116,173 | |||||||||
Employee benefits and social securities | 2,555,203 | 6,273,892 | 8,829,095 | |||||||||
Maintenance | 227,532 | 275,117 | 502,649 | |||||||||
Energy and fuel | 237,510 | 73,047 | 310,557 | |||||||||
Supplies and materials | 174,031 | 137,727 | 311,758 | |||||||||
Mobility and travel | 8,964 | 974,167 | 983,131 | |||||||||
Publicity and advertising | - | 1,078,928 | 1,078,928 | |||||||||
Contingencies | - | (8,134 | ) | (8,134 | ) | |||||||
Share-based incentives | - | 1,867,334 | 1,867,334 | |||||||||
Professional fees and outsourced services | 337,896 | 406,488 | 744,384 | |||||||||
Professional fees related parties | - | 32,672 | 32,672 | |||||||||
Office supplies | 38,433 | 192,830 | 231,263 | |||||||||
Insurance | 51,019 | 249,522 | 300,541 | |||||||||
Information technology expenses | 282 | 382,249 | 382,531 | |||||||||
Obsolescence | 524,264 | - | 524,264 | |||||||||
Taxes | 16,513 | 2,495,732 | 2,512,245 | |||||||||
Miscellaneous | 10,033 | 92,529 | 102,562 | |||||||||
Total | 6,310,757 | 19,182,319 | 25,493,076 |
7.5. | Finance results |
12/31/2020 | 12/31/2019 | |||||||
Financial costs | ||||||||
Interests expenses with the Parents | (573,598 | ) | (1,341,181 | ) | ||||
Interests expenses | (9,104,345 | ) | (11,558,541 | ) | ||||
Financial commissions | (964,237 | ) | (757,751 | ) | ||||
(10,642,180 | ) | (13,657,473 | ) | |||||
Other financial results | ||||||||
Exchange differences generated by assets | 10,714,855 | 21,922,850 | ||||||
Exchange differences generated by liabilities | (16,991,043 | ) | (36,862,783 | ) | ||||
Changes in fair value of financial assets or liabilities and other financial results | (5,466,867 | ) | 2,764,838 | |||||
Net gain of inflation effect on monetary items | 3,752,899 | 5,963,892 | ||||||
(7,990,156 | ) | (6,211,203 | ) | |||||
Total net financial results | (18,632,336 | ) | (19,868,676 | ) |
F-31
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
8. | TAXATION |
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
12/31/2020 | 12/31/2019 | |||||||
Current tax expense | (6,716,736 | ) | (3,131,407 | ) | ||||
Deferred tax | 875,283 | 1,926,752 | ||||||
Total | (5,841,453 | ) | (1,204,655 | ) |
The gross movement on the deferred income tax account is as follows:
12/31/2020 | 12/31/2019 | |||||||
Beginning of the period deferred tax | (14,164,930 | ) | (17,358,162 | ) | ||||
Charge of the period | 875,283 | 1,926,752 | ||||||
Charge to OCI | 35,203 | (795,619 | ) | |||||
Conversion difference | (145,174 | ) | 1,886,127 | |||||
Total net deferred tax | (13,399,618 | ) | (14,340,902 | ) |
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
12/31/2020 | 12/31/2019 | |||||||
(Loss) earning before income tax-rate 0% | (18,809,682 | ) | 3,265,949 | |||||
Earning (loss) before income tax-rate 21% | 5,796,740 | (318,391 | ) | |||||
Earning before income tax-rate 30% | 14,283,092 | 2,929,178 | ||||||
Income tax charge by applying tax rate to profit before tax: | (5,502,243 | ) | (811,891 | ) | ||||
Share of profit or loss of subsidies, joint ventures and associates | 1,481,341 | 719,033 | ||||||
Stock options charge | (29,199 | ) | (239,312 | ) | ||||
Rate change adjustment | (163,269 | ) | (77,592 | ) | ||||
Non-deductible expenses and untaxed gains | (138,273 | ) | (33,642 | ) | ||||
Representation expenses | (11,056 | ) | (56,841 | ) | ||||
Foreign investment coverage | 250,662 | 381,154 | ||||||
Others | (29,321 | ) | - | |||||
Result por inflation effect on monetary items and other finance results | (1,700,095 | ) | (1,085,564 | ) | ||||
Income tax expenses | (5,841,453 | ) | (1,204,655 | ) |
F-32
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
9. | EARNINGS PER SHARE (EPS) |
The numerators and denominators used in the calculation of basic EPS and diluted EPS are presented below:
12/31/2020 | 12/31/2019 | |||||||
Numerator | ||||||||
(Loss) profit for the period (basic EPS) | (6,323,365 | ) | 4,264,504 | |||||
(Loss) profit for the period (diluted EPS) | (6,323,365 | ) | 4,264,504 | |||||
Denominator | ||||||||
Weighted average number of shares (basic EPS) | 38,016,601 | 36,120,517 | ||||||
Weighted average number of shares (diluted EPS) | 38,016,601 | 36,120,517 | ||||||
Basic (loss) gain attributable to ordinary equity holders of the parent | (0.1663 | ) | 0.1181 | |||||
Diluted (loss) gain attributable to ordinary equity holders of the parent | (0.1663 | ) | 0.1181 |
For the period ended December 31, 2020 and 2019, diluted EPS was the same as basic EPS as the effect of potential ordinary shares would be non-dilutive.
For the period ended December 31, 2020 basic and diluted EPS calculations include the 2,601,954 shares issued in exchange for the warrants tendered (Note 6.15), the repurchase of 279,693 Bioceres shares and the 1,875,000 shares issued in exchange of the remaining ownership interest in Verdeca (Note 4).
10. | INFORMATION ABOUT UNAUDITED INTERIM CONDENSED CONSOLIDATED COMPONENTS OF EQUITY |
10.1. | Share capital |
On August 24, 2020, as consequence of the warrants Offer (see Note 6.15), we issued 2,601,954 shares in exchange for the warrants tendered.
On November 12, 2020, we issued 1,875,000 shares in exchange from assets acquired from Arcadia (see Note 4).
Holders of the ordinary shares are entitled to one vote for each ordinary share.
10.2. | Non-controlling interests |
There were no dividends paid to non-controlling interests in the periods ended December 31, 2020 and 2019.
F-33
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
11. | CASH FLOW INFORMATION |
Significant non-cash transactions related to investment and financing activities are as follows:
12/31/2020 | 12/31/2019 | |||||||
Investment activities | ||||||||
Investment property received | 1,741,143 | - | ||||||
Investment in-kind in other related parties (Note 15) | 921,390 | 588,857 | ||||||
Arcadia asset acquisition financed by debt (Note 4) | 7,637,972 | - | ||||||
Arcadia asset acquisition through capital emission (Note 4) | 15,000,000 | - | ||||||
Non-monetary contributions in joint ventures (Note 12) | - | 250,000 | ||||||
25,300,505 | 838,857 |
12. | JOINT VENTURES AND ASSOCIATES |
12/31/2020 | 06/30/2020 | |||||||
Liabilities | ||||||||
Trigall Genetics S.A. | 1,647,109 | 1,548,829 | ||||||
1,647,109 | 1,548,829 |
12/31/2020 | 06/30/2020 | |||||||
Assets | ||||||||
Synertech Industrias S.A. | 25,034,651 | 24,619,773 | ||||||
Indrasa Biotecnología S.A. | 60,609 | 33,019 | ||||||
25,095,260 | 24,652,792 |
Share of profit or loss of joint ventures and associates:
12/31/2020 | 12/31/2019 | |||||||
Trigall Genetics S.A. | (98,280 | ) | 15,430 | |||||
Synertech Industrias S.A. | 376,635 | 1,267,200 | ||||||
Indrasa Biotecnología S.A. | 27,332 | 15,875 | ||||||
305,687 | 1,298,505 |
Changes in joint ventures and associates
12/31/2020 | 12/31/2019 | |||||||
As of the beginning of the period | 23,103,963 | 23,350,125 | ||||||
Non-monetary contributions | - | 250,000 | ||||||
Revaluation of property, plant and equipment | (11,495 | ) | 355,702 | |||||
Foreign currency translation | 49,996 | (2,688,252 | ) | |||||
Share of profit or loss | 305,687 | 1,298,505 | ||||||
As of the end of the period | 23,448,151 | 22,566,080 |
F-34
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
13. | SEGMENT INFORMATION |
The following tables present information with respect to the Group´s reporting segments:
F-35
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
14. | FINANCIAL INSTRUMENTS – RISK MANAGEMENT |
The following tables show additional information required under IFRS 7 for financial assets and liabilities recorded as of December 31, 2020 and June 30, 2020.
Amortized cost |
Mandatorily measured at fair
value through profit or loss |
|||||||||||||||
Financial asset | 12/31/2020 | 06/30/2020 | 12/31/2020 | 06/30/2020 | ||||||||||||
Cash and cash equivalents | 4,633,470 | 4,813,012 | 14,496,736 | 22,346,409 | ||||||||||||
Other financial assets | 5,382,974 | 4,713,161 | 11,877,919 | 24,409,375 | ||||||||||||
Trade receivables | 84,945,171 | 73,546,633 | - | - | ||||||||||||
Other receivables (*) | 4,215,587 | 3,349,901 | - | - | ||||||||||||
Total | 99,177,202 | 86,422,707 | 26,374,655 | 46,755,784 |
(*) Advances expenses and tax balances are not included.
Financial instruments measured at fair value
Measurement at fair value at 12/31/2020 | Level 1 | Level 2 | Level 3 | |||||||||
Financial assets at fair value | ||||||||||||
Mutual funds | 14,496,736 | - | - | |||||||||
Other investments | 4,561,531 | - | - | |||||||||
US Treasury bills | 7,316,388 | - | - | |||||||||
Financial liabilities valued at fair value | ||||||||||||
Private warrants | - | - | - |
Measurement at fair value at 06/30/2020 | Level 1 | Level 2 | Level 3 | |||||||||
Financial assets at fair value | ||||||||||||
Mutual funds | 22,346,409 | - | - | |||||||||
Other investments | 16,640,965 | - | - | |||||||||
US Treasury bills | 7,768,410 | - | - | |||||||||
Financial liabilities valued at fair value | ||||||||||||
Private warrants | - | - | 1,686,643 | |||||||||
Estimation of fair value
The fair value of marketable securities, mutual funds and US Treasury Bills is calculated using the market approach, which use 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.
F-36
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
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. 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 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, trade payables and other debts, borrowings, financed payments and convertible notes.
The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 6.13).
Management estimates that the carrying value of the financial instruments measured at amortized cost approximates their fair value.
15. | SHAREHOLDERS AND OTHER RELATED PARTIES BALANCES AND TRANSACTIONS |
During the periods ended December 31, 2020 and 2019, 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 | 12/31/2020 | 12/31/2019 | |||||||
Joint ventures and associates | Sales and services | 2,920,262 | 3,614,799 | |||||||
Joint ventures and associates | Purchases of goods and services | (9,763,160 | ) | (13,910,670 | ) | |||||
Joint ventures and associates | Equity contributions | - | 250,000 | |||||||
Joint ventures and associates | Net loans granted | 18,409 | - | |||||||
Key management personnel | Salaries, social security benefits and other benefits | (1,820,440 | ) | (3,840,825 | ) | |||||
Key management personnel | Interest gain | (8,879 | ) | 23,537 | ||||||
Shareholders and other related parties | Sales of goods and services | 161,792 | 323,159 | |||||||
Shareholders and other related parties | Purchases of goods and services | (399,888 | ) | (213,874 | ) | |||||
Shareholders and other related parties | In-kind contributions | 921,390 | 588,857 | |||||||
Parents companies and related parties to Parents | Interest (lost) gain | (60,530 | ) | 391,537 | ||||||
Parent company | Purchases of goods and services | - | (95 | ) | ||||||
Total | (8,031,044 | ) | (12,773,575 | ) |
F-37
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Amounts receivable from related parties | ||||||||||
Party | Transaction type | 12/31/2020 | 06/30/2020 | |||||||
Parent company | Trade debtors | 8,337 | - | |||||||
Parents companies and related parties to Parents | Other receivables | 815,770 | 102,069 | |||||||
Shareholders and other related parties | Trade receivables | 240,954 | 1,090,004 | |||||||
Shareholders and other related parties | Allowance for impairment | (378 | ) | (768 | ) | |||||
Other receivables - Other related parties | Other receivables | 1,759 | 83,839 | |||||||
Joint ventures and associates | Trade debtors | - | 120,992 | |||||||
Joint ventures and associates | Other receivables | 1,603,878 | 1,562,340 | |||||||
Total | 2,670,320 | 2,958,476 |
Amounts payable to related parties | ||||||||||
Party | Transaction type | 12/31/2020 | 06/30/2020 | |||||||
Parent company | Trade creditors | (29,107 | ) | (2,210,308 | ) | |||||
Parents companies and related parties to Parents | Net loans payables | (12,694,128 | ) | (12,389,521 | ) | |||||
Parent company | Consideration payment Bioceres Crops S.A. acquisition | (575,604 | ) | (575,604 | ) | |||||
Key management personnel | Salaries, social security benefits and other benefits | (909,861 | ) | (2,084,088 | ) | |||||
Shareholders and other related parties | Trade and other payables | (2,392,591 | ) | (1,031,710 | ) | |||||
Joint ventures and associates | Trade creditors | (13,256,575 | ) | (14,409,853 | ) | |||||
Total | (29,857,866 | ) | (32,701,084 | ) |
16. KEY MANAGEMENT PERSONNEL COMPENSATION
The compensation of directors and other members of key management, including social security contributions and other benefits, was as follows for the period ended December 31, 2020 and 2019.
12/31/2020 | 12/31/2019 | |||||||
Salaries, social security and other benefits | 1,183,921 | 1,973,491 | ||||||
Share-based incentives | 636,519 | 1,867,334 | ||||||
Total | 1,820,440 | 3,840,825 |
17. SHARE-BASED PAYMENTS
Incentive payments based on options
a) Share option plan (2019)
The plan granted 1,200,000 stock options with an exercise price of $4.55. They are vested when the beneficiaries have served a period of service since the grant date until each vesting period described below. The beneficiaries must remain in the Company or subsidiary as of the date of exercising the option to exercise it. The stock options expire on October 31, 2029.
F-38
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Options can be exercised for a period of up to three years, with 1/3 vesting every 12 months, and on a cashless basis at their volume weighted average price (“VWAP”) of the ordinary shares during a twenty-day period to the date of exercise.
The fair value of the stock options at the grant date was estimated using the "Black-Scholes" model, considering the terms and conditions under which the options on shares were granted and adjusted to consider the possible dilutive effect of the future exercise of options.
Factor | Incentive option plan | |||
Weighted average fair value of shares | $ | 5.42 | ||
Exercise price | $ | 4.55 | ||
Weighted average expected volatility (*) | 29.69 | % | ||
Dividend rate | 0 | % | ||
Weighted average risk-free interest rate | 1.66 | % | ||
Weighted average expected life | 9.89 years | |||
Weighted average fair value of stock options at measurement date | $ | 2.47 |
(*) Implied volatility of Public warrants
There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of the stock options.
The Group estimates that 100% of the stock options will be exercised, taking into account historical patterns of executives maintaining their jobs and the probability of exercising the options. This estimate is reviewed at the end of each annual or interim period.
The following table shows the weighted average amount and exercise price and the movements of the stock options of executives and directors of the Group during the six-month periods ended December 31, 2020 and 2019.
12/31/2020 | 12/31/2019 | |||||||||||||||
Number of options |
Exercise
price |
Number of
options |
Exercise
price |
|||||||||||||
At the beginning | 1,200,000 | $ | 4.55 | - | - | |||||||||||
Granted during the period | - | - | 1,200,000 | $ | 4.55 | |||||||||||
Annulled during the period | - | - | - | - | ||||||||||||
Exercised during the period | - | - | - | - | ||||||||||||
Expired during the period | - | - | - | - | ||||||||||||
Effective at period | 1,200,000 | $ | 4.55 | 1,200,000 | $ | 4.55 |
The charge of the plan recognized during the period was $0.4 million.
b) Annual compensation - Bonus
Bonus in Cash is an annual cash incentive awarded up to an amount that is five times the individual’s monthly salary, which can be increased by $30,000 in value if the recipient decides to receive the base bonus in ordinary shares, to each of the Chief Operating Officer, Sales Director and Marketing Director and Managing Director of Rizobacter S.A. The bonus will be granted upon the meeting of certain financial and operational objectives. Each year the Board of Directors will define the objectives upon approval of the annual budget.
For the year ended June 30, 2020, all the beneficiaries decided to receive the bonus in ordinary shares.
F-39
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Bonus in Kind is an annual in-kind incentive awarded in ordinary shares up to an equivalent of $315,000, $165,000 and $100,000 to the Chief Executive Officer (the “CEO”), Chief Financial Officer (the “CFO”) and Chief Technology Officer, respectively, to tie a portion of their compensation to financial and operational objectives. Each year the Board of Directors will define the objectives upon approval of the annual budget.
The number of shares that can be awarded under each bonus will be determined by using a 20-day volume weighted average price (“VWAP”) of the Company’s ordinary shares, starting with the day on which the relevant financial and operational objectives are met by the Company and the bonus is granted.
50% of bonus vests immediately if the financial and operational objectives are achieved as of such date, and the remaining 50% vests in the following year.
The charge in the six-month period ended December 31, 2020 in consideration of the annual compensation bonus for objectives achieved in the year ended June 30, 2020 amounted to $0.22 million. No charges have been accounted for the annual compensation bonus for objectives to be achieved in the year ending June 30, 2021.
As of the date of these financial statements, shares granted in consideration of the Annual Compensation Bonus for the year ended June 30, 2020 have not yet been issued.
c) Share Option Plan (2020)
The Share Option Plan (2020) is for up to 100,000 underlying ordinary shares for certain key employees. The options have an exercise price of $5.55 and may be exercised for a period of up to three years from the grant date, with 1/3 vesting every 12 months. The first third of the vesting period is on September 18, 2021. The Board of Directors will determine the number of options and the key employees who will receive the award. As of the date of these financial statements the Share Option Plan (2020) is not yet implemented.
d) Employee Stock Purchase Plan (ESPP)
This is an incentive plan for eligible employees with no stock compensation to purchase ordinary shares of the Company up to a maximum of 15% percent of such employee’s monthly compensation. The number of ordinary shares subject to the ESPP shall be 200,000 ordinary shares. The purchase price will be equal to 85% of the lower of the closing price of the Company’s ordinary shares on the first business day and the last business day of the relevant offering period. As of the date of these financial statements the ESSP is not yet implemented.
18. LEASES
Right-of-use leased asset | 12/31/2020 | 06/30/2020 | ||||||
Cost | ||||||||
Book value at the beginning of the period | 2,369,326 | - | ||||||
Additions for initial application of IFRS 16 | - | 1,523,177 | ||||||
Additions of the period | 291,809 | 846,149 | ||||||
Exchange differences | 169,481 | - | ||||||
Book value at the end of the period | 2,830,616 | 2,369,326 |
F-40
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
Depreciation | 12/31/2020 | 06/30/2020 | ||||||
Book value at the beginning of the period | 1,254,729 | - | ||||||
Additions for initial application of IFRS 16 | - | 759,045 | ||||||
Exchange differences | 140,878 | (71,134 | ) | |||||
Depreciation of the period | 287,484 | 566,818 | ||||||
Accumulated depreciation at the end of the period | 1,683,091 | 1,254,729 | ||||||
Total | 1,147,525 | 1,114,597 |
Lease liability | 12/31/2020 | 06/30/2020 | ||||||
Book value at the beginning of the period | 1,109,812 | - | ||||||
Additions for initial application of IFRS 16 | - | 1,523,177 | ||||||
Additions of the period | 278,354 | 702,826 | ||||||
Interest expenses, exchange differences and inflation effects | (108,917 | ) | (551,232 | ) | ||||
Payments of the period | (293,181 | ) | (564,959 | ) | ||||
Total | 986,068 | 1,109,812 |
Lease Liabilities | 12/31/2020 | 06/30/2020 | ||||||
Non-current | 438,875 | 444,714 | ||||||
Current | 547,193 | 665,098 | ||||||
Total | 986,068 | 1,109,812 |
The recognized right-of-use assets relate to the following types of assets:
12/31/2020 | 06/30/2020 | |||||||
Machinery and equipment | 600,527 | 598,561 | ||||||
Vehicles | 1,015,982 | 264,069 | ||||||
Equipment and computer software | 422,342 | 407,546 | ||||||
Land and buildings | 791,765 | 1,099,150 | ||||||
2,830,616 | 2,369,326 |
The incremental borrowing rate used was 7.84%.
19. 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 6.13), Rizobacter signed and granted a pledge of a fixed term certificate constituted on September 11, 2017 and extended on December 9, 2020 for $ 4.4 million, disclosed as “Restricted short-term deposit” in “Other financials assets” (Note 6.2).
There were no other significant changes to the contingencies, commitments and restrictions on the distribution of profits from the disclosure made in the Consolidated financial statement as of June 30, 2020.
20. IMPACT OF COVID-19
In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, reaching over 465,000 confirmed cases in 200 countries and territories by late March. COVID-19 has disrupted business activities in Argentina and worldwide. The Argentine government issued and maintained a stay-home order from March 20 to November 8, 2020, restricting free circulation of people in public areas and ordering most businesses to close, with certain exemptions. Subsequently, the aforementioned measure was replaced by social, preventive and mandatory distancing, in force from November 9 to February 28, 2021 inclusive, and extendable for the time deemed necessary in response to the epidemiological situation.
F-41
BIOCERES CROP SOLUTIONS CORP.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US Dollars, except otherwise indicated)
The Group’s operations, which involve agricultural production and commercialization activities, have been exempted from the order. Consequently, our financial condition, liquidity position and results of operations have not been materially impacted as we have been allowed to continue with our operations.
The eventual scope of COVID-19 outbreak and its impact on the country's and global economy are unknown, with governments being able to adopt stricter prevention measures, which are not predictable in this instance. It cannot be reasonably quantified to what extent COVID-19 will affect the Company's business and the results of its operations in the future if this situation is prolonged. The Board of Directors and senior management are closely monitoring the situation and taking all necessary measures at their disposal to protect human life and the Group’s operations and financial condition.
21. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Subsequent to December 31, 2020, there have been no 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-42